Bill C-18

60 ELIZABETH II

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CHAPTER 25

An Act to reorganize the Canadian Wheat Board and to make consequential and related amendments to certain Acts

[Assented to 15th December, 2011]

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

SHORT TITLE

1. This Act may be cited as the Marketing Freedom for Grain Farmers Act.

PART 1

OPERATIONS OF THE CANADIAN WHEAT BOARD DURING PRELIMINARY PERIOD

Amendments to the Canadian Wheat Board Act

2. Subsection 3.01(2) of the Canadian Wheat Board Act is replaced by the following:

(2) The board consists of five directors, including a chairperson and a president.

3. (1) Subsection 3.02(1) of the Act is replaced by the following:

3.02 (1) Four directors are appointed by the Governor in Council on the recommendation of the Minister. The president is appointed by the Governor in Council in accordance with section 3.09.

(2) Subsection 3.02(4) of the Act is repealed.

4. Subsection 3.04(3) of the French version of the Act is replaced by the following:

5. Paragraph 3.05(c) of the Act is repealed.

6. The heading before section 3.06 and sections 3.06 to 3.08 of the Act are repealed.

7. Section 3.12 of the Act is amended by adding the following after subsection (1):

(1.1) Any act taken by a director or officer of the Corporation for the purpose of facilitating the implementation of Part 2 or 3 of the Marketing Freedom for Grain Farmers Act is deemed to be in the best interests of the Corporation.

8. Section 3.13 of the Act is amended by adding the following after subsection (1):

(1.1) The Corporation may advance moneys to any individual referred to in subsection (1) for the costs, charges and expenses of an action or proceeding referred to in that subsection unless there are reasonable grounds to believe that the individual does not fulfil the conditions set out in paragraph (1)(a) or (b). The individual must repay the moneys if he or she does not fulfil those conditions.

9. Subsection 4(2) of the Act is replaced by the following:

(2) The Corporation is not an agent of Her Majesty and, despite Part X of the Financial Administration Act, is not a Crown corporation within the meaning of the Financial Administration Act. The directors, officers, clerks and employees of the Corporation are not part of the federal public administration.

9.1 The Act is amended by adding the following after section 18:

18.1 Despite subsection 18(2), the Corporation may agree to buy or sell grain if the agreement provides for purchase or sale to occur on or after the day on which Part 2 of the Marketing Freedom for Grain Farmers Act comes into force.

10. Subparagraph 33(1)(a)(i.2) of the Act is repealed.

11. (1) Paragraph 45(b) of the Act is repealed.

(2) Section 45 of the Act is renumbered as subsection 45(1) and is amended by adding the following:

(2) Despite subsection (1), a person may agree to sell or buy wheat or wheat products if the agreement provides for the sale or purchase to occur on or after the day on which Part 2 of the Marketing Freedom for Grain Farmers Act comes into force.

Transitional Provisions

12. Every person holding office as an elected director of the Canadian Wheat Board immediately before the day on which this Part comes into force ceases to hold office on that day.

13. (1) In respect of the pool period during which this Part comes into force, the costs of an election of directors of the Corporation that have been incurred but not deducted before this Part comes into force are to be deducted in accordance with subsection 33(1) of the Canadian Wheat Board Act as it read on the day before the day on which this Part comes into force.

(2) In subsection (1), “pool period” has the same meaning as in section 31 of the Canadian Wheat Board Act.

PART 2

VOLUNTARY POOLING

Enactment of Canadian Wheat Board (Interim Operations) Act

14. The Canadian Wheat Board (Interim Operations) Act is enacted as follows:

An Act to provide for the constitution and powers of The Canadian Wheat Board responsible for the marketing of grain

SHORT TITLE

1. This Act may be cited as the Canadian Wheat Board (Interim Operations) Act.

INTERPRETATION

2. (1) The following definitions apply in this Act.

“bank” means

(a) a bank or an authorized foreign bank within the meaning of section 2 of the Bank Act;

(b) a credit union, caisse populaire or other cooperative credit society that is designated by the Minister on the application of that society as a bank for the purposes of this Act;

(c) a company within the meaning of the Trust and Loan Companies Act, or a company, society or provincial company within the meaning of the Insurance Companies Act, that is designated by the Minister on the application of that company, society or provincial company as a bank for the purposes of this Act; and

(d) a Province of Alberta Treasury Branch established under The Treasury Branches Act as enacted by the Legislature of the Province of Alberta.

“board” means the board of directors of the Corporation.

“Corporation” means The Canadian Wheat Board continued by subsection 4(1).

“elevator” means a grain elevator, warehouse or mill that has been declared by Parliament to be a work for the general advantage of Canada.

“Minister” means the Minister of Agriculture and Agri-Food.

“pooling point” means a place designated under subsection (3).

“producer” means a person actually engaged in the production of grain and any person en-titled, as landlord, vendor or mortgagee or hypothecary creditor, to grain produced by a person actually engaged in the production of grain or to any share of that grain.

(2) Unless it is otherwise provided in this Act, words and expressions used in this Act have the same meaning as in the Canada Grain Act, except that when in any definition of any such word or expression contained in that Act the word “elevator” is used, it has the meaning given to it under subsection (1).

(3) The Governor in Council may, by regulation, designate any place in Canada as a pooling point for the purposes of this Act.

HER MAJESTY

3. This Act is binding on Her Majesty in right of Canada or a province.

PART 1

THE CANADIAN WHEAT BOARD

Continuation of the Corporation

4. (1) The Canadian Wheat Board continued by subsection 3(1) of the Canadian Wheat Board Act is continued as a corporation.

(2) The headquarters of the Corporation are in the city of Winnipeg in Manitoba.

Status, Object and Powers

5. The Corporation is not an agent of Her Majesty and, despite Part X of the Financial Administration Act, is not a Crown corporation within the meaning of that Act. The directors, officers, clerks and employees of the Corporation are not part of the federal public administration.

6. The object of the Corporation is to market grain for the benefit of producers who choose to deal with the Corporation.

7. The Corporation possesses the following powers:

(a) to buy, take delivery of, store, transfer, sell, ship or otherwise dispose of grain;

(b) to enter into contracts or agreements for the purchase, sale, handling, storage, transportation, disposition or insurance of grain;

(c) subject to the approval of the Minister of Finance, to enter into commercial banking arrangements;

(d) subject to section 26, to borrow money by any means, including the issuing, reissuing, selling and pledging of bonds, debentures, notes and other evidences of indebtedness of the Corporation;

(e) subject to the approval of the Minister of Finance, to invest moneys of the Corporation in bonds, debentures, notes or other evidences of indebtedness of or guaranteed by

(i) the Government of Canada or the government of any province of Canada,

(ii) the government of a foreign country or of any province or state of that country, or

(iii) a financial institution whether in or outside Canada;

(f) in the course of its operations, to enter into and deal with any contracts and transactions that the Corporation considers necessary for risk management purposes, including options, futures contracts, forward contracts and currency, commodity and interest rate swaps;

(g) to issue negotiable certificates in accord­ance with this Act;

(h) to acquire, hold and dispose of real and personal property or immovables and movables, but the Corporation is not authorized to acquire or dispose of any real property or immovables without the approval of the Governor in Council;

(i) to employ any technical, professional or other officers, clerks or employees that may be necessary for the conduct of its business;

(j) to establish branches or employ agents or mandataries in Canada or elsewhere;

(k) to establish, utilize and employ any marketing agencies or facilities that it considers necessary for the purpose of its operations under this Act;

(l) to operate elevators, either directly or by means of agents or mandataries, and, subject to the Canada Grain Act, to pay those agents or mandataries, commissions, storage and other charges, remuneration or compensation as may be agreed on with the approval of the Canadian Grain Commission;

(m) to authorize any officer, clerk or employee of the Corporation or any other person to act on behalf of the Corporation in the conduct of its operations under this Act;

(n) to act as agent for or on behalf of any minister or agent of Her Majesty in right of Canada in respect of any operations that it may be directed to carry out by the Governor in Council; and

(o) generally to do any acts and things that may be necessary or incidental to carrying on its operations under this Act.

Board of Directors

8. The board of directors is to direct and manage the business and affairs of the Corporation and is for those purposes vested with all the powers of the Corporation.

9. (1) The board consists of five directors, including a chairperson and a president.

(2) Four directors are appointed by the Governor in Council on the recommendation of the Minister. The president is appointed by the Governor in Council in accordance with section 13.

(3) The directors, with the exception of the president, hold office for a maximum term of four years, up to a maximum of three terms.

(4) Unless the Governor in Council directs otherwise, the directors, with the exception of the president, must perform their functions on a part-time basis.

10. (1) The directors are paid the remuneration that is fixed by the board.

(2) The directors, with the exception of the president, are entitled to be paid reasonable travel and living expenses incurred by them in the course of their duties under this Act while absent from their ordinary place of residence.

11. (1) The board is to designate one director to be the chairperson and to fix the remuneration of the chairperson.

(2) The chairperson performs the duties conferred on the chairperson by the by-laws, calls and presides at meetings of the board and determines the agenda of those meetings.

(3) If the chairperson is absent or unable to act, the board may designate one of the directors to act as chairperson.

12. The board may make by-laws respecting the administration and management of the business and affairs of the Corporation, including

(a) the convening, frequency and conduct of meetings of the board, the participation of directors in those meetings by telephone or other communication facilities, the quorum at the meetings and the confidentiality of the board’s deliberations;

(b) the holding of annual meetings;

(c) the periodic review of the performance of the president by the board;

(d) the manner in which the board may recommend to the Minister the removal of the president;

(e) the establishment of committees of the board and the powers, duties and functions of the committees; and

(f) the exercise of the powers set out in section 7.

President

13. (1) The president is appointed by the Governor in Council on the recommendation of the Minister and holds office during pleasure for the term that the Governor in Council may determine.

(2) The Minister may recommend that a person be appointed president only if

(a) the Minister has consulted the board with respect to

(i) the qualifications required of the pres­ident, and

(ii) the person whom the Minister is proposing to recommend; and

(b) the board has fixed the remuneration to be paid to the president and has informed the Minister of the remuneration.

14. (1) The president is paid the remuneration fixed in accordance with paragraph 13(2)(b).

(2) The president is entitled to be paid reasonable travel and living expenses incurred during the course of the president’s duties under this Act while absent from the president’s ordinary place of work.

15. (1) The president is the chief executive officer of the Corporation and has, on behalf of the board, responsibility for the direction and management of the business and day-to-day operations of the Corporation with authority to act, subject to resolution of the board, in all matters that are not by this Act or the by-laws specifically reserved to be done by the board or the chairperson.

(2) If the president is absent or unable to act or the office of president is vacant, the Minister may appoint an interim president. An interim president is not entitled to act for more than 90 days without the approval of the Governor in Council.

Directors and Officers

16. (1) The directors and officers of the Corporation in exercising their powers and performing their duties must

(a) act honestly and in good faith with a view to the best interests of the Corporation; and

(b) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

(2) Any act taken by a director or officer of the Corporation for the purpose of facilitating the implementation of Part 3 of the Marketing Freedom for Grain Farmers Act is deemed to be in the best interests of the Corporation.

(3) The directors and officers of the Corporation must comply with the provisions of this Act and the regulations as well as with the by-laws of the Corporation and any directions given to the Corporation under this Act.

(4) Directors and officers are not liable under subsection (1) or (3) if they rely in good faith on

(a) financial statements of the Corporation represented to them by an officer of the Corporation or in a written report of the auditor of the Corporation as fairly reflecting the financial condition of the Corporation; 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.

17. (1) The Corporation may indemnify a present or former director or officer of the Corporation or a person who acts or has acted as a director or officer at the request of the Corporation against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, that are reasonably incurred by them in respect of any civil, criminal or administrative action or proceeding to which they are a party by reason of being or having been such a director, officer or person if they

(a) acted honestly and in good faith with a view to the best interests of the Corporation; and

(b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, had reasonable grounds to believe that their conduct was lawful.

(2) The Corporation may advance moneys to any individual referred to in subsection (1) for the costs, charges and expenses of an action or proceeding referred to in that subsection unless there are reasonable grounds to believe that the individual does not fulfil the conditions set out in paragraph (1)(a) or (b). The individual must repay the moneys if he or she does not fulfil those conditions.

(3) Despite anything in this section, a person referred to in subsection (1) is entitled to indemnity from the Corporation in respect of all costs, charges and expenses reasonably incurred by that person in connection with the defence of any civil, criminal or administrative action or proceeding to which the person is made a party by reason of being or having been a director or officer of the Corporation, if the person

(a) was substantially successful on the merits in their defence of the action or proceeding; and

(b) fulfils the conditions set out in paragraphs (1)(a) and (b).

(4) The Corporation or a person referred to in subsection (1) may apply to a court for an order approving an indemnity under this section and the court may so order and make any further order it thinks fit.

Contingency fund

18. (1) A contingency fund is established to be used by the Corporation

(a) to carry out any activities set out in the annual corporate plan approved under section 26 or, on the approval of the Minister with the concurrence of the Minister of Finance, to carry out any other activity; or

(b) to provide for potential losses resulting from the operation of section 30 or 37.

(2) Subject to subsection (3), the Corporation may deduct an amount from any amount it receives in the course of its operations under this Act and credit the amount so deducted to the contingency fund.

(3) The Corporation is not authorized to make a deduction referred to in subsection (2) if, as a result of the deduction, a loss would be paid out of moneys provided by Parliament.

(4) For greater certainty, the balance at any particular time of the contingency fund need not be positive.

Pricing, Profits and Losses

19. (1) The Corporation may sell and dispose of grain acquired by it as a result of its operations under this Act for the prices that it considers reasonable.

(2) Profits realized by the Corporation from its operations in grain under this Act during any crop year, other than from its operations under Part 2, with respect to the disposition of which no provision is made elsewhere in this Act, are to be credited to the contingency fund.

(3) Losses sustained by the Corporation from its operations under Part 2 in relation to any pool period fixed under that Part, during that pool period, for which no other provision is made under this Act, are to be paid out of moneys provided by Parliament.

Investment of Moneys

20. (1) The Corporation may, at the time of realization, use every profit realized by it on the sale of bonds, debentures, notes or other evidences of indebtedness acquired by it under paragraph 7(e) in payment of expenses incurred by it in its operations or may credit the profit to the contingency fund.

(2) Every loss sustained by the Corporation on the sale of a bond, debenture, note or other evidence of indebtedness acquired under paragraph 7(e) is, for all purposes, deemed to be an expense incurred by the Corporation in the course of its operations at the time of the sale.

Accounts and Reports

21. (1) The Corporation must

(a) keep proper books and accounts of its operations under this Act, showing any particulars that may be requisite for proper accounting in accordance with established accounting practice;

(b) with the approval of the Governor in Council, appoint a firm of chartered account­ants for the purpose of auditing accounts and records and certifying reports of the Corporation;

(c) report in writing to the Minister as soon as feasible after the end of each month, as at the close of business on the last day of that month, its purchases and sales of all grain during the month and the quantities of grain then held by it, the contracts to take delivery of grain to which it is then a party, all securities then held by it and the financial result of its operations as at the end of that month;

(d) make any reports and provide any information that the Minister may from time to time require; and

(e) in each year, on or before March 31 or any other date that the Governor in Council may fix, report to the Minister in writing, as at the close of business on the last day of the preceding crop year, its purchases and sales of all grain during that crop year, the quantities of grain then owned by it, the contracts to take delivery of grain to which it is then a party, all securities then held by it and the financial result of its operations as at the end of that crop year and any further information that the Minister may require, and the report is to be certified by the auditors of the Corporation.

(2) The Minister must cause a copy of each report of the Corporation made under paragraph (1)(e) to be laid before Parliament on any of the first 15 days that either House of Parliament is sitting after the Minister receives it.

(3) The Minister may exclude from the report any information whose publication, in the opinion of the Minister, would be detrimental to the commercial interests of the Corporation.

Pension Fund and Group Insurance

22. (1) The Corporation may, with the approval of the Governor in Council, establish a pension fund for the directors and the officers, clerks and employees employed by the Corporation under this Act and their dependants, including their spouse, common-law partner and children, any other relative of the director, officer, clerk or employee, and any child or other relative of the spouse or common-law partner of the director, officer, clerk or employee. The Corporation may contribute to the pension fund out of funds of the Corporation.

(2) Contributions to the pension fund made by the Corporation under subsection (1) are deemed to be expenses incurred in connection with its operations.

23. (1) With the approval of the Governor in Council, the Corporation may enter into a contract with any person for the provision of a group life insurance plan and a group medical-surgical insurance plan for the directors and the officers, clerks and employees employed by the Corporation under this Act and their depend­ants, including their spouse, common-law partner and children, any other relative of the director, officer, clerk or employee, and any child or other relative of the spouse or common-law partner of the director, officer, clerk or employee.

(2) The Corporation may contribute a share of the premiums payable under any insurance plan referred to in subsection (1) out of the funds of the Corporation.

(3) Contributions made by the Corporation under subsection (2) are deemed to be expenses incurred in connection with its operations.

24. In subsections 22(1) and 23(1), “common-law partner”, in relation to an individual, means a person who is cohabiting with the individual in a conjugal relationship, having so cohabited for a period of at least one year.

Directions by Governor in Council

25. (1) The Governor in Council may, by order, direct the Corporation with respect to the manner in which any of its operations, powers and duties under this Act are to be conducted, exercised or performed.

(2) The directors are to cause the directions to be implemented and, in so far as they act in accordance with section 16, they are not accountable for any consequences arising from the implementation of the directions.

(3) Compliance by the Corporation with directions is deemed to be in the best interests of the Corporation.

Plans, Borrowings and Guarantees

26. (1) The Corporation must submit annually a corporate plan to the Minister for the approval of the Minister in consultation with the Minister of Finance.

(2) The corporate plan must encompass all the business and activities of the Corporation and must contain any information that the Minister considers appropriate.

(3) The Corporation must submit annually to the Minister of Finance for approval a plan indicating the amount of money that the Corporation intends to borrow in the coming crop year for the purposes of carrying out its corporate plan.

(4) The Corporation must not undertake any borrowings described in the borrowing plan approved under subsection (3) unless the Minister of Finance has approved the time and terms of the borrowings, including which borrowings are to be guaranteed by the Minister of Finance on behalf of Her Majesty.

(5) The repayment with interest, if any, of money borrowed by the Corporation is guaranteed by the Minister of Finance on behalf of Her Majesty if the terms approved under subsection (4) indicate that it is to be guaranteed.

(6) The Minister of Finance, on behalf of Her Majesty, may, on any terms that the Governor in Council may approve,

(a) make loans or advances to the Corporation; or

(b) guarantee payment with interest of amounts owing to the Corporation in respect of the sale of grain on credit.

PART 2

INTERPROVINCIAL AND EXPORT MARKETING OF GRAIN BY THE CORPORATION

Interpretation

27. In this Part, “pool period” means any period or periods, not exceeding one year in the aggregate, that the Corporation may set as a pool period in respect of grain.

Purchase of Grain and Initial Payment

28. (1) The Corporation may undertake the marketing of grain in interprovincial and export trade and for that purpose may buy grain offered by a producer for sale and delivery to the Corporation at an elevator, in a railway car or at any other place.

(2) If the Corporation buys grain under subsection (1), it must

(a) pay to producers selling and delivering grain to the Corporation a sum certain per tonne basis in storage at a pooling point to be fixed from time to time

(i) by the Minister, with the concurrence of the Minister of Finance, in respect of grain of a base grade, and

(ii) by the Corporation, with the approval of the Minister and the concurrence of the Minister of Finance, in respect of each other grade of grain;

(b) if under paragraph (a) the sum certain payable to producers in respect of grain of any grade is increased during a pool period, pay to the holder of a certificate that is referred to in paragraph (c) the amount of the increase in respect of each tonne of grain of that grade sold and delivered to the Corporation during the pool period before the day on which the increase becomes effective; and

(c) issue to a producer who sells and delivers grain to the Corporation a certificate indicating the number of tonnes purchased and delivered and the grade of the grain, which certificate entitles the holder to share in the equitable distribution of the surplus, if any, arising from the operations of the Corporation with regard to the grain sold and delivered to the Corporation during the same pool period.

(3) Each sum certain fixed by the Corporation under subparagraph (2)(a)(ii) in respect of a grade of grain other than a base grade must be an amount that brings the sum certain for that grade into proper price relationship with the sum certain for the base grade.

(4) The Corporation may set for any pool period and pay to each producer, under the conditions set by the Corporation, a sum per tonne on account of storage of grain on the producer’s farm, interest costs and other delivery-related amounts. Payment must be made from the account maintained by the Corporation for the pool period during which the grain was delivered.

(5) On application made to the Corporation by a producer before August 31 in any crop year, the Corporation may, in accordance with any conditions that may be specified in the regulations, issue to the producer a deferred delivery permit to deliver grain that the producer was unable to deliver during the immediately preceding crop year.

(6) Grain delivered and sold in a crop year under a deferred delivery permit issued under subsection (5) may, at the option of the producer,

(a) be recorded as a delivery and sale by the producer in that crop year; or

(b) be deemed for all purposes to have been delivered and sold during the immediately preceding crop year.

Payment of Balance and Interim Payments

29. (1) As soon as the Corporation receives payment in full for all grain sold and delivered to it during a pool period and all credit sales of the grain in respect of which payment is guaranteed under section 26 have been concluded, there is to be deducted, from the aggregate of the total amount so received, the principal so guaranteed and any interest that accrues during that pool period in respect of sales of grain on credit concluded during any pool period, all moneys disbursed by or on behalf of the Corporation by way of payment in respect of that grain and by way of expenses incurred in connection with the operations of the Corporation attributable to that grain, including

(a) the remuneration and allowances of the officers, clerks and employees of the Corporation;

(b) the remuneration and expenses of the directors of the Corporation;

(c) the necessary travel, living and other expenses incurred in the discharge of duties under this Act by the persons referred to in paragraph (a); and

(d) the estimated expenses of distribution of the balance mentioned in subsection (3), as estimated by the Corporation.

(2) The Corporation may, with the approval of the Minister and the concurrence of the Minister of Finance and subject to any terms on which the approval is given, fix and pay in respect of any pool period a sum per tonne to each producer who has sold and delivered grain to the Corporation in a railway car during the pool period, in addition to any payment authorized by section 28.

(3) The Corporation must, after the end of any pool period, distribute the balance remaining in its account in respect of grain purchased by it during the pool period, after making the deductions from the account provided for in subsection (1) and the payments provided for in subsection (2), among holders of certificates issued by the Corporation under this Part during the pool period, by paying on surrender to it of each certificate, unless the Corporation waives the surrender, to the holder of the certificate, the appropriate sum determined by the Corporation as provided in this Act for each tonne of grain referred to in the certificate according to grade.

(4) Despite subsection (1), if the Minister, having regard to a report by the Corporation of the effect on its financial position of an interim payment on account of the distribution of the balance referred to in subsection (3), is of the opinion that an interim payment can be made without loss and the Minister of Finance concurs with the Minister’s opinion, the Minister with the concurrence of the Minister of Finance may authorize and direct that payment to be made.

(5) Expenses incurred by the Corporation with respect to any international organization for the purposes of marketing grain and the expenses of any director or officer of the Corporation of and incidental to attendance at meetings of that international organization or any committee of that organization are deemed to be expenses incurred in connection with the operations of the Corporation within the meaning of this section, but nothing in this subsection is to be construed as authorizing the payment by the Corporation of any contributions required to be paid by Canada to or in support of that international organization or any committee of that organization.

(6) The Corporation must, with the approval of the Minister and the concurrence of the Minister of Finance, determine and fix the amounts to which producers are entitled per tonne according to grade under certificates issued under this Part so that each producer receives, in respect of grain sold and delivered to the Corporation during each crop year for the same grade of grain, the same price basis at a pooling point and that each price bears a proper price relationship to the price for each other grade.

(7) There is no liability on the Corporation in respect of a certificate issued under this Part except as provided in this section.

30. (1) The Corporation may, in accordance with this section, pay to holders of certificates issued by the Corporation under this Part who apply for such a payment, an amount instead of the amount that would be distributed under paragraph 28(2)(b) or section 29.

(2) Any gains of the Corporation that result from the operation of this section are to be credited to the contingency fund.

(3) Any losses of the Corporation that result from making payments under subsection (1) are to be paid out of the contingency fund.

Quality Characteristics Within Grades

31. In taking any action under section 28, 29 or 34 in respect of a grade of grain, the Governor in Council, the Corporation or the Minister with the concurrence of the Minister of Finance may take that action in respect of any grain within that grade that has an inherent quality characteristic that distinguishes it from any other grain within that grade as if the grain having that inherent quality characteristic were grain of a different grade.

32. In carrying out any distribution under subsection 29(3), the Corporation may adjust the appropriate sum determined by the Corporation as provided in this Act for each tonne of grain referred to in that subsection according to grade in order to pay a premium or make a discount in respect of any grain within any grade that

(a) has an inherent quality characteristic that distinguishes it from any other grain within that grade; or

(b) was delivered to the Corporation at a delivery point that the Canadian Grain Commission has determined to be a point at which the average of the aggregate grain of that grade that was delivered to the point during that pool period had an inherent quality characteristic that distinguished it from any other grain within that grade.

Separate Accounts

33. (1) The Corporation must maintain sep­arate accounts with regard to its operations in respect of each type of grain sold and delivered to it during each pool period by producers.

(2) The Corporation must maintain a separate account under subsection (1) in respect of grain designated by regulation under subsection 38(1).

Regulations and Authorizations Respecting Certificates and Accounts

34. The Governor in Council may, by regulation,

(a) prescribe the form of certificates to be issued under section 28;

(b) prescribe the manner in which the Corporation must adjust its accounts for any pool period in respect of overages, shortages, adjustment of grades, mixing of grain, residual amounts of grain remaining in accounts and other like matters; and

(c) prescribe the conditions for and the manner of negotiating a certificate issued under this Part.

35. The Minister, with the concurrence of the Minister of Finance, may authorize the Corporation to adjust its accounts at any time by transferring to the then current pool period all grain delivered during a preceding pool period and then remaining unsold, and the Corporation must credit to the accounts for that preceding pool period, and charge against the accounts for the current pool period, the amount that the Minister, with the concurrence of the Minister of Finance, considers to be a reasonable price for the grain so transferred, and all grain so transferred is

(a) for the purposes of the accounts relating to that preceding pool period, deemed to have been sold and paid for in full for that amount; and

(b) in the accounts relating to the current pool period, to be dealt with as though it had been sold and delivered to the Corporation by producers in the current pool period and purchased by the Corporation for that amount, but no further certificates in respect of that grain are to be issued under paragraph 28(2)(c).

36. If producers of any grain sold and delivered during a pool period have been for six years or more entitled to receive from the Corporation payments in respect of that grain under certificates issued under this Act or out of an equalization fund, or otherwise, and there is an undistributed balance remaining in the accounts of the Corporation in respect of that grain, the Minister, with the concurrence of the Minister of Finance, may authorize the Corporation to adjust its accounts

(a) by applying the undistributed balance in payment of the expenses of the distribution of the balance mentioned in subsection 29(3) with respect to the same type of grain in any earlier pool period; and

(b) by transferring the remainder of the undistributed balance to the contingency fund.

Other Purchases of Grain

37. (1) Despite sections 28 to 36, the Corporation may enter into a contract with a producer or any other person or entity for the purchase and delivery of grain at a price other than the sum certain per tonne for grain as set out in section 28 and on any terms that the Corporation considers appropriate.

(2) For greater certainty, a contract entered into under subsection (1) may provide for the pooling of grain on a basis other than that set out in sections 28 to 36.

(3) Any gains of the Corporation that may result from the operation of this section are to be credited to the contingency fund.

(4) Any losses of the Corporation that may result from the operation of this section are to be paid out of the contingency fund.

Regulations

38. (1) The Governor in Council may, by regulation, designate for the purposes of this Part

(a) any grain within any grade of grain specified in the regulation that has been delivered to the Corporation to be sold by the Corporation to purchasers who, with the consent of the Corporation, have selected and accepted the grain for a use specified in the regulation;

(b) all grain of any grade of grain specified in the regulation; or

(c) all grain of any class of grain specified in the regulation.

(2) A regulation made under paragraph (1)(a) or (b) must specify two or more grades of grain.

(3) A regulation made under subsection (1) comes into force according to the terms of the regulation but not earlier than the beginning of the crop year next following the day on which the regulation is made.

(4) A regulation made under subsection (1) must be made not less than five months before the day on which the regulation comes into force.

39. The grade name of any grain designated by a regulation made under subsection 38(1) is the grade name assigned to that grain under the Canada Grain Act with the word “designated” inserted immediately preceding the first word or number of the grade name.

40. (1) A regulation made under subsection 38(1) must not be repealed at any time other than at the end of a crop year.

(2) If a regulation made under paragraph 38(1)(b) or (c) is repealed, the Governor in Council may authorize the Corporation to transfer all grain of any grade or class specified in the regulation delivered during any pool period and remaining unsold at the time of the repeal of the regulation to the pool period that commences at that time for grain not designated by any regulation made under subsection 38(1).

(3) If the Corporation transfers grain under authority given under subsection (2), the Corporation must adjust its accounts by crediting to the accounts for each pool period from which the grain is transferred and charging against the accounts for the pool period into which the grain is transferred the amount that the Governor in Council considers to be a reasonable price for the grain so transferred, and all grain so transferred is

(a) for the purposes of the accounts for each pool period from which the grain is transferred, deemed to have been sold and paid for in full for that amount; and

(b) in the accounts for the pool period into which the grain is transferred, to be dealt with as though it had been sold and delivered to the Corporation by producers in that pool period and purchased by the Corporation for that amount, but no further certificates in respect of that grain are to be issued under paragraph 28(2)(c).

PART 3

GENERAL

Regulations

41. The Governor in Council may make regulations for any purpose for which regulations may be made under this Act.

Implementation of the North American Free Trade Agreement

42. (1) In exercising its powers and performing its duties, the Corporation must give effect to the provisions of the Agreement that pertain to the Corporation.

(2) The Governor in Council may, on the recommendation of the Treasury Board and the Minister made at the request of the Corporation, make any regulations in relation to the Corporation that the Governor in Council considers necessary for the purpose of implementing any provision of the Agreement that pertains to the Corporation.

(3) In subsections (1) and (2), “Agreement” has the same meaning as in subsection 2(1) of the North American Free Trade Agreement Implementation Act.

Borrowing by Agents or Mandataries

43. (1) Despite any other statute or law, the Corporation may authorize any person with whom the Corporation enters or has entered into an agreement relating to the handling or receipt of grain for the Corporation to borrow from any bank on the security of grain delivered to and received by that person and to give security on that grain, in accordance with the bank’s usual requirements, and the bank may take security on that grain under section 427 or 435 of the Bank Act, and that person is deemed to be the owner of that grain for all those purposes.

(2) In case of default by a person described in subsection (1), the bank must sell or dispose of the grain referred to in that subsection to the Corporation only, and the Corporation must take delivery on the terms of the agreement from the bank in lieu of that person and pay to the bank the Corporation’s fixed carlot prices for any classes and grades of grain delivered at a pooling point or at any other delivery point that may be authorized by the Corporation, together with charges, allowances and costs provided for in the agreement, and the security on that grain ceases and the Corporation to that extent has clear title to that grain, and those payments are to that extent a complete fulfilment of the Corporation’s obligations to that person in respect of that grain as if those payments were made to that person.

44. (1) Despite any other statute or law, the Corporation may authorize a person with whom the Corporation enters into an agreement relating to the forwarding or selling of grain to borrow from any bank on the security of grain received by that person from the Corporation and to give security on that grain in accordance with the bank’s usual requirements, and the bank may take security on that grain under section 427 or 435 of the Bank Act, and that person is deemed to be the owner of that grain for all those purposes.

(2) In case of default by a person described in subsection (1), the bank must sell or dispose of the grain referred to in that subsection to the Corporation only, and the Corporation must take delivery from the bank in lieu of that person and pay to the bank the Corporation’s price for that grain as fixed at the time of the making of the advance by the bank, delivered at a pooling point or at any other delivery point that may be authorized by the Corporation, together with charges, allowances and costs of transporting that grain to the delivery point, and the security on that grain ceases and the Corporation has a clear title to that grain.

Declaration

45. Without restricting the generality of any declaration in the Canada Grain Act that any elevator is a work for the general advantage of Canada, every flour mill, feed mill, feed warehouse and seed cleaning mill is a work for the general advantage of Canada.

Transitional Provisions

46. (1) For the purposes of shipping grain that has been sold and delivered to the Corporation before the day on which this Act comes into force, the Corporation may, despite anything in the Canada Grain Act, but subject to directions contained in any order of the Governor in Council, by order

(a) require that grain to be delivered from an elevator into railway cars or vessels navigating on the Great Lakes;

(b) provide for the allocation of railway cars available for the shipment of that grain at any delivery point to any elevator, loading platform or person at the delivery point; and

(c) require any person engaged in the business of delivering, receiving, storing, transporting or handling grain to make returns to the Corporation of information relating to that business or any facilities related to that business that are owned, possessed or controlled by that person.

(2) Subsection (1) ceases to have effect three months after the day on which this Act comes into force.

47. The balance of the contingency fund established under paragraph 6(1)(c.3) of the Canadian Wheat Board Act immediately before the day on which this Act comes into force is, on that day, credited to the contingency fund established under subsection 18(1).

48. (1) The undistributed balance remaining in the separate account referred to in subparagraph 39(1)(a)(ii) of the Canadian Wheat Board Act on the day on which this Act comes into force is, on that day, credited to the contingency fund established under subsection 18(1).

(2) The Corporation may use any portion of the undistributed balance credited to the contingency fund under subsection (1) for any purpose that it could have under subsection 39(2) of the Canadian Wheat Board Act before the day on which this Act comes into force.

Consequential and Related Amendments

Advance Payments for Crops Act

15. Section 3 of the Advance Payments for Crops Act is replaced by the following:

3. This Act applies in respect of crops grown in Canada.

Agricultural Marketing Programs Act

16. (1) The definitions “Board” and “permit book” in subsection 2(1) of the Agricultural Marketing Programs Act are repealed.

(2) Paragraph (b) of the definition “administrator” in subsection 2(1) of the Act is replaced by the following:

(b) an organization, other than a lender, that the Minister, taking into account any criteria prescribed by regulation, determines to be an organization that represents producers who produce, in an area, a significant portion of an agricultural product for which advances will be made; or

(3) The definition “marketing agency” in subsection 2(1) of the Act is amended by adding “or” at the end of paragraph (b), by striking out “or” at the end of paragraph (c) and by repealing paragraph (d).

17. The heading before section 13 and sections 13 to 18 of the Act are repealed.

18. Section 24 of the Act is repealed.

19. Section 33 of the Act is repealed.

20. Section 46 of the Act is repealed.

21. Section 52 of the Act is repealed.

Agricultural Products Cooperative Marketing Act

22. Paragraph (a) of the definition “agricultural product” in section 2 of the Agricultural Products Cooperative Marketing Act is replaced by the following:

(a) grain,

An Act to amend the Canada Grain Act and the Agriculture and Agri-Food Administrative Monetary Penalties Act and to repeal the Grain Futures Act

23. Section 17 of An Act to amend the Canada Grain Act and the Agriculture and Agri-Food Administrative Monetary Penalties Act and to repeal the Grain Futures Act is repealed.

Canada Grain Act

24. (1) Paragraph (a) of the definition “lawfully” in section 2 of the Canada Grain Act is replaced by the following:

(a) in accordance with this Act, and

(2) The portion of the definition “lawfully” in section 2 of the Act after subparagraph (b)(iii) is replaced by the following:

deliverable by the owner of the grain, receivable by the public carrier for carriage to the elevator or consignee and receivable by the operator of the elevator or consignee, in accordance with this Act;

(3) Section 2 of the Act is amended by adding the following in alphabetical order:

“actual producer” means a person actually engaged in the production of grain;

“producer” means, as well as an actual produc­er, any person entitled, as landlord, vendor or mortgagee or hypothecary creditor, to the grain produced by an actual producer or to any share of that grain;

25. (1) Paragraph 20(2)(d) of the Act is repealed.

(2) Paragraph 20(2)(g) of the French version of the Act is replaced by the following:

(3) Paragraph 20(2)(h) of the Act is replaced by the following:

(h) any additional persons not exceeding four in number that the Commission considers advisable.

26. (1) Paragraph 80(4)(a) of the Act is repealed.

(2) Paragraph 80(4)(c) of the English version of the Act is replaced by the following:

(c) if the grain is grain other than grain referred to in paragraph (b), be the property of the Commission,

27. The Act is amended by adding the following after section 83:

Deductions

83.1 (1) Any person required to issue a cash purchase ticket under this Act shall deduct from the amount payable under the ticket the prescribed amount per tonne of wheat or barley grown in the Western Division, and shall remit that amount to the prescribed agency.

(2) A person entitled to a cash purchase ticket may, unless the regulations provide for the payment of refunds, opt out of the payment of deductions under subsection (1).

(3) A prescribed agency may use any amount it receives under subsection (1) for the purposes of

(a) research activities into new and improved grain varieties;

(b) the promotion of the marketing and use of grain grown in Canada;

(c) technical assistance relating to the use of grain grown in Canada; and

(d) covering the administrative costs that it incurs in applying this section.

83.2 (1) The Governor in Council may make regulations

(a) prescribing the amount to be deducted per tonne under section 83.1;

(b) prescribing an agency to which amounts are to be remitted under section 83.1;

(c) providing exemptions from the deduction under section 83.1;

(d) governing the opting out of the payment of deductions or providing for refunds of amounts deducted under section 83.1;

(e) requiring a person making a deduction under section 83.1 or the prescribed agency to report on its activities under that section; and

(f) respecting any other matter relating to the administration of section 83.1.

(2) Regulations made under subsection (1) may distinguish on the basis of type, class or grade of grain, or region where the grain was produced.

83.3 Sections 83.1 and 83.2 cease to have effect five years after the day on which this section comes into force.

28. Part V.1 of the Act is repealed.

29. Subsection 88(1) of the Act is replaced by the following:

88. (1) Subject to subsection (1.1), an inspector may, at any reasonable time, enter any elevator, any premises of the licensee of an elevator or any premises of a licensed grain dealer in which the inspector has reasonable grounds to believe there is any grain, grain product or screenings owned or possessed by the licensee or any books, records or other documents relating to the operation of the elevator or the business of the grain dealer and may

(a) examine the premises and any equipment, grain, grain products and screenings found in the premises; and

(b) examine any books, records, bills of lading and other documents that, on reasonable grounds, the inspector believes contain any information relevant to verifying compliance with this Act and make copies of them or take extracts from them.

30. Paragraph 91(1)(g.1) of the Act is repealed.

31. Section 105.1 of the Act is repealed.

32. (1) Subsection 107(1.1) of the Act is repealed.

(2) The portion of subsection 107(2) of the Act before paragraph (a) is replaced by the following:

(2) Every person who contravenes any provision of this Act, other than section 72, or of the regulations or any order of the Commission, other than an order for the payment of any money or apportionment of any loss, is guilty of an offence and

33. Paragraph 115(b) of the Act is replaced by the following:

(b) despite anything in this Act, authorize and direct any minister of the Crown or any agency of the Government of Canada to exercise the powers in respect of the allocation of available railway cars contained in any provision of this Act, other than paragraph (a);

34. Paragraphs 118(g) and (g.1) of the Act are replaced by the following:

(g) providing for the acceptance of deliveries of grain in the interests of producers; and

Farm Products Agencies Act

35. Subsection 16(1) of the Farm Products Agencies Act is replaced by the following:

16. (1) The Governor in Council may, by order, establish an agency with powers relating to any farm product or farm products the marketing of which in interprovincial and export trade is not regulated under the Canadian Dairy Commission Act if the Governor in Council is satisfied that a majority of the producers of the farm product or of each of the farm products in Canada is in favour of the establishment of an agency.

Livestock Feed Assistance Act

36. Paragraph 7(1)(a) of the Livestock Feed Assistance Act is replaced by the following:

(a) buy or enter into contracts or agreements for the purchase of feed grain;

Prairie Grain Advance Payments Act

37. The Prairie Grain Advance Payments Act is repealed.

Seeds Act

38. Section 4.1 of the Seeds Act is repealed.

Repeal

39. The Canadian Wheat Board Act is repealed.

Coming into Force

40. This Part comes into force on a day to be fixed by order of the Governor in Council.

PART 3

COMMERCIALIZATION OF THE CANADIAN WHEAT BOARD

Continuance

41. (1) The following definitions apply in this Part and in Parts 4 and 5.

“board” means the board of directors of the Corporation as defined in subection 2(1) of the Canadian Wheat Board (Interim Operations) Act.

“Corporation” means the Canadian Wheat Board continued by subsection 4(1) of the Canadian Wheat Board (Interim Operations) Act.

“Minister” means the Minister of Agriculture and Agri-Food.

(2) Unless it is otherwise provided, words and expressions used in this Part or in Part 4 or 5 have the same meaning as in the Canadian Wheat Board (Interim Operations) Act.

42. (1) The Corporation must submit an application for continuance under one of the following Acts for the Minister’s approval:

(a) the Canada Business Corporations Act;

(b) the Canada Cooperatives Act; or

(c) the Canada Not-for-profit Corporations Act.

(2) The application must be submitted to the Minister within four years, or any shorter period specified by the Minister, after the day on which this Part comes into force.

(3) Once the application has been approved by the Minister, the Corporation must submit the application to the applicable authorities under the relevant Act.

(4) The application is not invalid solely because the Corporation is incorporated by an Act of Parliament.

43. The Corporation is not entitled to apply for continuance in another jurisdiction.

Coming into Force

44. This Part comes into force on the day on which Part 2 comes into force.

Ceasing to Have Effect

45. This Part ceases to have effect on the day on which Part 4 applies.

PART 4

DISSOLUTION OF THE CANADIAN WHEAT BOARD

Application

46. This Part applies only if the Corporation is not continued under Part 3 within five years, or any shorter period specified by the Governor in Council, after the day on which that Part comes into force.

Final Pool Period

47. (1) The Minister must, by order, in respect of each grain, designate one or more pool periods set by the Corporation under section 27 of the Canadian Wheat Board (Interim Operations) Act as a final pool period for the purposes of winding up the Corporation.

(2) The Corporation must make all payments due under subsection 29(3) of the Canadian Wheat Board (Interim Operations) Act in respect of the final pool period before winding up the Corporation under section 48.

(3) After the end of the final pool period, the Corporation may exercise its powers under the Canadian Wheat Board (Interim Operations) Act only for the purpose of administering that pool period and winding up the Corporation.

Distribution of Assets

48. (1) The property of the Corporation is to be applied in satisfaction of its debts and liabilities, and the charges, costs and expenses incurred in winding-up its affairs.

(2) For greater certainty, the contingency fund established under subsection 18(1) of the Canadian Wheat Board (Interim Operations) Act forms part of the property of the Corporation.

49. (1) The Minister may fix a date by which all claims against the Corporation are to be submitted to the Corporation and must publish a notice of that date in the Canada Gazette at least 60 days before that date.

(2) Any claim against the Corporation that is not submitted in accordance with subsection (1) is void.

50. All charges, costs and expenses properly incurred in the winding-up of the Corporation, including the remuneration of any liquidator appointed under section 52, are payable out of the assets of the Corporation, in priority to all other claims.

51. (1) Any surplus that remains after the satisfaction of the debts and liabilities of the Corporation and the winding-up charges, costs and expenses belongs to Her Majesty in right of Canada.

(2) Any debts and liabilities of the Corporation that remain unsatisfied on the day on which the Corporation is dissolved become the debts and liabilities of Her Majesty in right of Canada.

Appointment of Liquidator

52. If the Minister considers it necessary to fully carry out the purpose of this Part, the Minister may appoint a liquidator, who is to hold office during pleasure, to administer the final pool period and wind up the Corporation.

53. On appointment of a liquidator,

(a) the president, chairperson and other directors cease to hold their respective offices and the liquidator may exercise all of the powers and perform all the duties and functions of the Corporation; and

(b) the by-laws made under section 9 of the Canadian Wheat Board (Interim Operations) Act are deemed to be revoked.

54. The liquidator may refuse to honour any gratuitous contract, or conveyance or contract without consideration or with a merely nominal consideration, respecting either real or personal property or immovables or movables, made by the Corporation before the appointment of the liquidator.

Dissolution Date

55. The Corporation is dissolved on a day fixed by order of the Governor in Council.

PART 5

REPEAL OF THE CANADIAN WHEAT BOARD (INTERIM OPERATIONS) ACT

Application

56. This Part applies when the Corporation is continued under Part 3 or dissolved under Part 4.

Transitional Provision

57. Despite sections 58 and 63, the Library and Archives of Canada Act continues to apply to the Corporation but only in respect of government records, as defined in that Act, that were under the control of the Corporation on the day before the day on which this Part applies.

Consequential Amendments

Access to Information Act

58. Schedule 1 to the Access to Information Act is amended by striking out the following under the heading “OTHER GOVERNMENT INSTITUTIONS”:

Canadian Wheat Board

Canada Grain Act

59. Section 55 of the Canada Grain Act is amended by adding the following after subsection (1):

(1.1) Every flour mill, feed mill, feed warehouse and seed cleaning mill is a work for the general advantage of Canada.

Canada Transportation Act

60. The definition “government hopper car” in section 147 of the Canada Transportation Act is replaced by the following:

“government hopper car” means a hopper car provided to a prescribed railway company by the government of Canada or a province;

Federal-Provincial Fiscal Arrangements Act

61. Schedule 1 to the Federal-Provincial Fiscal Arrangements Act is amended by striking out the following:

Canadian Wheat Board

Payments in Lieu of Taxes Act

62. Schedule III to the Payments in Lieu of Taxes Act is amended by striking out the following:

Canadian Wheat Board

Privacy Act

63. The schedule to the Privacy Act is amended by striking out the following under the heading “OTHER GOVERNMENT INSTITUTIONS”:

Canadian Wheat Board

Repeal

64. The Canadian Wheat Board (Interim Operations) Act is repealed.