Bill S-3

1st Session, 41st Parliament,

60 Elizabeth II, 2011

senate of canada

BILL S-3

A third Act to harmonize federal law with the civil law of Quebec and to amend certain Acts in order to ensure that each language version takes into account the common law and the civil law

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 Federal Law–Civil Law Harmonization Act, No. 3.

PART 1

AMENDMENTS TO CERTAIN ACTS

Boards of Trade Act

2. Subsection 8(2) of the Boards of Trade Act is replaced by the following:

(2) The persons referred to in subsection (1) and their associates, assigns and successors, by the name and style specified in the certificate, are a body corporate, with power to acquire, sell and convey any real property or immovable necessary for the objects of the board of trade.

3. Subsection 32(3) of the Act is replaced by the following:

(3) When parties in a case referred to in subsection (2) agree to bind themselves to submit a matter in dispute between them to the decision of the Board of Arbitration, the submission is deemed to be made to any three members of the Board, who may, either by the special order of the Board or by virtue of any general rules adopted by the Board, or under any by-law of the corporation relating to the consideration of any cases so submitted, be appointed to hear, arbitrate and decide on the matter.

Business Development Bank of Canada Act

4. Sections 10 to 12 of the English version of the Business Development Bank of Canada Act are replaced by the following:

10. The Bank may employ the officers and employees, and may hire the agents or mandataries, advisers and consultants, it considers necessary to carry out the purpose of this Act and for the proper conduct of its business and the Bank may fix the terms and conditions of their employment or hiring.

11. The Board may delegate power to, and specify the duties and authority of, any officer, employee or agent or mandatary of the Bank to act in all matters that are not by this Act or any by-law or resolution specifically reserved to be done by the Board or the Executive Committee.

12. All directors, officers and employees of the Bank, and all agents or mandataries, advisers and consultants whose services are engaged by the Bank, must, before commencing their duties, take an oath or make a solemn affirmation of office and confidentiality in the form set out in the schedule before a commissioner of oaths or other person having authority to administer the oath or solemn affirmation in the place where it is taken or made.

5. Subsection 13(4) of the English version of the Act is replaced by the following:

(4) Officers, employees, agents or mandataries, advisers and consultants are entitled to be paid by the Bank the remuneration, expenses and benefits that the Bank may determine.

6. The portion of subsection 14(5) of the Act before paragraph (b) is replaced by the following:

(5) In any circumstances in which the Bank may make a loan or investment to a person, or give a guarantee in relation to a person, under this section, the Bank may

(a) purchase or otherwise acquire real or personal property or immovables or movables including accounts receivable; and

7. Subsection 15(1) of the Act is replaced by the following:

15. (1) The Bank may

(a) acquire and hold security or a security interest, including, in Quebec, a right in a security, of any kind and in any form for the due discharge of obligations under a loan, investment, guarantee or agreement that it makes or gives;

(b) surrender the security, security interest or right in the security and acquire and hold, in exchange, security or a security interest, including, in Quebec, a right in a security, of any kind and in any form;

(c) realize the security, security interest or right in the security made, acquired or held by it on the loan, investment, guarantee or agreement; and

(d) exchange, lease, sell, assign, convey or otherwise dispose of the loan, investment, guarantee, agreement, security, security interest or right in a security.

8. (1) Subsection 18(1) of the Act is replaced by the following:

18. (1) The Bank may borrow money by any means, including issuing, selling, pledging or hypothecating debt obligations of the Bank.

(2) Subsection 18(5) of the Act is replaced by the following:

(5) The Bank may pledge or hypothecate any of its assets or give deposits as security for any debt obligations issued by the Bank or as security for the due performance of its obligations under any financial management agreement.

9. Section 20 of the English version of the Act is replaced by the following:

20. The Bank may enter into agreements with, and act as agent or mandatary for, any department or agency of the government of Canada or a province, or any other body or person, for the provision of services or programs to, on behalf of or jointly with that body or person and, subject to subsection 14(3), may deliver financial assistance on their behalf under the agreement.

10. Paragraphs 22(d) and (e) of the Act are replaced by the following:

(d) acquire and dispose of any interest or right in any entity by any means;

(e) acquire, hold, exchange, lease, sell or otherwise dispose of any interest or right in real or personal property or immovables or movables and retain and use the proceeds of disposition; and

11. Subsection 37(1) of the English version of the Act is replaced by the following:

37. (1) Subject to subsection (2), all information obtained by the Bank in relation to its customers is privileged and a director, officer, employee or agent or mandatary of, or adviser or consultant to, the Bank must not knowingly communicate, disclose or make available the information, or permit it to be communicated, disclosed or made available.

12. The schedule to the English version of the Act is replaced by the schedule set out in Schedule 1 to this Act.

Canada Business Corporations Act

13. (1) The definitions “personal representative” and “security interest” in subsection 2(1) of the Canada Business Corporations Act are replaced by the following:

“personal representative” means a person who stands in place of and represents another person including, but not limited to, a trustee, an executor, an administrator, a liquidator of a succession, an administrator of the property of others, a guardian or tutor, a curator, a receiver or sequestrator, an agent or mandatary or an attorney;

“security interest” means an interest or right in or charge on property of a corporation to secure payment of a debt or performance of any other obligation of the corporation;

(2) The definition “beneficial ownership” in subsection 2(1) of the English version of the Act is replaced by the following:

“beneficial ownership” includes ownership through any trustee, legal representative, agent or mandatary, or other intermediary;

(3) The definitions “mandataire”, “option d’achat” and “option de vente” in subsection 2(1) of the French version of the Act are replaced by the following:

(4) Paragraph (c) of the definition “associate” in subsection 2(1) of the English version of the Act is replaced by the following:

(c) a trust or estate or succession in which that person has a substantial beneficial interest or in respect of which that person serves as a trustee or liquidator of the succession or in a similar capacity,

(5) Subsection 2(1) of the English version of the Act is amended by adding the following in alphabetical order:

“mandatary”, in Quebec, includes a successor;

14. Subsection 15(1) of the French version of the Act is replaced by the following:

15. Paragraphs 18(1)(d) and (e) of the English version of the Act are replaced by the following:

(d) a person held out by a corporation as a director, officer, agent or mandatary of the corporation has not been duly appointed or has no authority to exercise the powers and perform the duties that are customary in the business of the corporation or usual for a director, officer, agent or mandatary;

(e) a document issued by any director, officer, agent or mandatary of a corporation with actual or usual authority to issue the document is not valid or genuine; or

16. (1) Subsection 21(1.1) of the English version of the Act is replaced by the following:

(1.1) Any person described in subsection (1) who wishes to examine the securities register of a distributing corporation must first make a request to the corporation or its agent or mandatary, accompanied by an affidavit referred to in subsection (7). On receipt of the affidavit, the corporation or its agent or mandatary shall allow the applicant access to the securities register during the corporation’s usual business hours, and, on payment of a reasonable fee, provide the applicant with an extract from the securities register.

(2) Subsections 21(3) and (4) of the English version of the Act are replaced by the following:

(3) Shareholders and creditors of a corporation, their personal representatives, the Director and, if the corporation is a distributing corporation, any other person, on payment of a reasonable fee and on sending to a corporation or its agent or mandatary the affidavit referred to in subsection (7), may on application require the corporation or its agent or mandatary to provide within 10 days after the receipt of the affidavit a list (in this section referred to as the “basic list”) made up to a date not more than 10 days before the date of receipt of the affidavit setting out the names of the shareholders of the corporation, the number of shares owned by each shareholder and the address of each shareholder as shown on the records of the corporation.

(4) A person requiring a corporation to provide a basic list may, by stating in the affidavit referred to in subsection (3) that they require supplemental lists, require the corporation or its agent or mandatary on payment of a reasonable fee to provide supplemental lists setting out any changes from the basic list in the names or addresses of the shareholders and the number of shares owned by each shareholder for each business day following the date the basic list is made up to.

(3) The portion of subsection 21(5) of the English version of the Act before paragraph (a) is replaced by the following:

(5) The corporation or its agent or mandatary shall provide a supplemental list required under subsection (4)

17. The portion of subsection 22(2) of the English version of the Act before paragraph (a) is replaced by the following:

(2) A corporation or its agents or mandataries shall take reasonable precautions to

18. Subsection 23(2) of the English version of the Act is replaced by the following:

(2) A document executed or, in Quebec, signed on behalf of a corporation is not invalid merely because a corporate seal is not affixed to it.

19. Subparagraph 26(3)(a)(ii) of the English version of the Act is replaced by the following:

(ii) shares of, or another interest or right in, a body corporate that immediately before the exchange, or that because of the exchange, did not deal with the corporation at arm’s length within the meaning of that expression in the Income Tax Act, or

20. The portion of subsection 30(2) of the French version of the Act before paragraph (a) is replaced by the following:

21. (1) Subsection 31(1) of the Act is replaced by the following:

31. (1) A corporation may in the capacity of a personal representative hold shares in itself or in its holding body corporate unless it or the holding body corporate or a subsidiary of either of them has a beneficial interest in the shares.

(2) Paragraph 31(3)(a) of the Act is replaced by the following:

(a) in the subsidiary’s capacity as a personal representative, unless the subsidiary would have a beneficial interest in the shares; or

22. Subsection 32(6) of the Act is replaced by the following:

(6) No transfer of shares by a corporation shall be void, voidable or, in Quebec, null solely because the transfer is in contravention of subsection (2).

23. Paragraph 33(1)(a) of the Act is replaced by the following:

(a) holds the shares in the capacity of a personal representative; and

24. Section 37 of the Act is replaced by the following:

37. A corporation may accept from any shareholder a share of the corporation surrendered to it as a gift including, in Quebec, a legacy but may not extinguish or reduce a liability in respect of an amount unpaid on any such share except in accordance with section 38.

25. Subsections 39(11) and (12) of the French version of the Act are replaced by the following:

26. Subsections 45(2) and (3) of the Act are replaced by the following:

(2) Subject to subsection 49(8), the articles may provide that the corporation has a lien or hypothec on a share registered in the name of a shareholder or the shareholder’s personal representative for a debt of that shareholder to the corporation, including an amount unpaid in respect of a share issued by a body corporate on the date it was continued under this Act.

(3) A corporation may enforce a lien or hypothec referred to in subsection (2) in accordance with its by-laws.

27. Subsection 46(3) of the Act is replaced by the following:

(3) If shares are sold by a corporation under subsection (1), the owner of the shares immediately before the sale shall by that sale be divested of their interest or right in the shares, and the person who, but for the sale, would be the registered owner of the shares or a person who satisfies the corporation that, but for the sale, they could properly be treated as the registered owner or registered holder of the shares under section 51 shall, from the time of the sale, be entitled to receive only the net proceeds of the sale, together with any income earned on the proceeds from the beginning of the month next following the date of the receipt by the corporation of the proceeds of the sale, less any taxes on the proceeds and any costs of administration of a trust fund constituted under subsection 47(1) in relation to the constitution of the fund.

28. (1) The definitions “adverse claim”, “fiduciary” and “purchaser” in subsection 48(2) of the Act are replaced by the following:

“adverse claim” includes a claim that a transfer was or would be wrongful or that a particular adverse person is the owner of or has an interest or right in the security;

“fiduciary” means any person who acts in a fiduciary capacity or as the administrator of the property of others and includes a personal representative of a deceased person;

“purchaser” means a person who takes an interest or right in a security by sale, mortgage, hypothec, pledge, issue, reissue, gift or any other voluntary transaction;

(2) The definition “issuer” in subsection 48(2) of the Act is amended by striking out “or” at the end of paragraph (a) and by replacing paragraph (b) with the following:

(b) that, in Quebec, issues securities that confer directly or indirectly rights in its property, or

(c) that, elsewhere in Canada, directly or indirectly creates fractional interests in its rights or property and that issues securities as evidence of the fractional interests;

(3) Paragraph (d) of the definition “security” or “security certificate” in subsection 48(2) of the Act is replaced by the following:

(d) evidence of a share, participation or other interest or right in or obligation of a corporation;

29. (1) The portion of subsection 49(8) of the Act before paragraph (a) is replaced by the following:

(8) No restriction, charge, lien, hypothec, agreement or endorsement described in the following paragraphs is effective against a transferee of a security, issued by a corporation or by a body corporate before the body corporate was continued under this Act, who has no actual knowledge of the restriction, charge, lien, hypothec, agreement or endorsement unless it or a reference to it is noted conspicuously on the security certificate:

(2) Paragraph 49(8)(b) of the Act is replaced by the following:

(b) a charge, lien or hypothec in favour of the corporation;

(3) Subsection 49(12) of the Act is replaced by the following:

(12) If a body corporate continued under this Act has outstanding security certificates, and if the words “private company” appear on the certificates, those words are deemed to be a notice of a restriction, lien, hypothec, agreement or endorsement for the purpose of subsection (8).

(4) Paragraph 49(16)(a) of the English version of the Act is replaced by the following:

(a) the scrip certificates become void or, in Quebec, null if not exchanged for a share certificate representing a full share before a specified date; and

30. (1) Subsection 50(2) of the English version of the Act is replaced by the following:

(2) A corporation may appoint an agent or mandatary to maintain a central securities register and branch securities registers.

(2) The portion of subsection 50(7) of the English version of the Act before paragraph (a) is replaced by the following:

(7) A corporation, its agent or mandatary, or a trustee as defined in subsection 82(1) is not required to produce

31. (1) Paragraph 51(2)(a) of the English version of the Act is replaced by the following:

(a) the heir of a deceased security holder, or the personal representative of the heirs, or the personal representative of the estate or succession of a deceased security holder;

(2) Subsection 51(5) of the Act is replaced by the following:

(5) If a person who is less than 18 years of age exercises any rights of ownership in the securities of a corporation, no subsequent repudiation or avoidance or, in Quebec, annulment or reduction of obligations is effective against the corporation.

(3) The portion of paragraph 51(7)(a) of the Act before subparagraph (ii) is replaced by the following:

(a) the original grant of probate, of letters of administration or, in Quebec, of the probate of the will or of the notarial minutes of the probate, or a copy certified to be a true copy of one of those documents by

(i) the court that granted the probate or letters of administration, or the notary who prepared the minutes of the probate,

(4) Paragraph 51(7)(b) of the Act is replaced by the following:

(b) in the case of transmission by notarial will in Quebec, an authentic copy established in accordance with the laws of that province,

(5) The portion of subsection 51(8) of the Act before paragraph (a) is replaced by the following:

(8) Despite subsection (7), if the laws of the jurisdiction governing the transmission of a security of a deceased holder do not require a grant of probate or of letters of administration or the probate of the will or the notarial minutes of the probate in respect of the transmission, a personal representative of the deceased holder is entitled, subject to any applicable law relating to the collection of taxes, to become a registered holder or to designate a registered holder, if the personal representative deposits with the corporation or its transfer agent

(6) Paragraph 51(8)(b) of the Act is replaced by the following:

(b) reasonable proof of the governing laws, of the deceased holder’s interest or right in the security and of the right of the personal representative or the person designated by the personal representative to become the registered holder.

32. Subsection 55(1) of the English version of the Act is replaced by the following:

55. (1) Even against a purchaser for value without notice of a defect going to the validity of a security, the terms of the security include those stated on the security and those incorporated in it by reference to another instrument or act, statute, rule, regulation or order to the extent that the terms so incorporated do not conflict with the stated terms, but such a reference is not of itself notice to a purchaser for value of a defect going to the validity of the security, even though the security expressly states that a person accepting it admits the notice.

33. Subsection 60(3) of the English version of the Act is replaced by the following:

(3) A purchaser acquires rights only to the extent of the interest or right purchased.

34. Subsection 63(5) of the English version of the Act is replaced by the following:

(5) A broker gives to a customer, to the issuer or to a purchaser, as the case may be, the warranties provided in this section and has the rights and privileges of a purchaser under this section, and those warranties of and in favour of the broker acting as an agent or mandatary are in addition to warranties given by the customer and warranties given in favour of the customer.

35. (1) Paragraph 65(1)(g) of the English version of the Act is replaced by the following:

(g) to the extent that a person described in paragraphs (a) to (f) may act through an agent or mandatary, the authorized agent or mandatary.

(2) Subsection 65(10) of the English version of the Act is replaced by the following:

(10) Failure of a fiduciary to comply with a controlling instrument or act or with the law of the jurisdiction governing the fiduciary relationship, including any law requiring the fiduciary to obtain court approval of a transfer, does not render the fiduciary’s endorsement unauthorized for the purposes of this Part.

36. Subsection 70(3) of the English version of the Act is replaced by the following:

(3) If a security is part of a fungible bulk, a purchaser of the security is the owner of a proportionate share in the fungible bulk.

37. Subsection 72(3) of the English version of the Act is replaced by the following:

(3) The right to reclaim possession of a security may be specifically enforced, its transfer may be restrained and the security may be impounded or, in Quebec, sequestrated pending litigation.

38. Sections 74 and 75 of the Act are replaced by the following:

74. No seizure of a security or other interest or right evidenced by the security is effective until the person making the seizure obtains possession of the security.

75. An agent or mandatary or a bailee who in good faith, including observance of reasonable commercial standards if the agent or mandatary or the bailee is in the business of buying, selling or otherwise dealing with securities of a corporation has received securities and sold, pledged or delivered them, according to the instructions of their principal or mandator, is not liable for conversion or for participation in breach of fiduciary duty although the principal has no right to dispose of them.

39. Paragraph 77(1)(a) of the English version of the Act is replaced by the following:

(a) if the endorsement is by an agent or mandatary, reasonable assurance of authority to sign;

40. Paragraph 78(2)(b) of the English version of the Act is replaced by the following:

(b) the issuer is provided with an indemnity bond sufficient in the issuer’s judgment to protect the issuer and any registrar, transfer agent or other agent or mandatary of the issuer from any loss that may be incurred by any of them as a result of complying with the adverse claim.

41. (1) The portion of subsection 81(1) of the Act before paragraph (a) is replaced by the following:

81. (1) An authenticating trustee, registrar, transfer agent or other agent or mandatary of an issuer has, in respect of the issue, registration of transfer and cancellation of a security of the issuer,

(2) Subsection 81(2) of the English version of the Act is replaced by the following:

(2) Notice to an authenticating trustee, registrar, transfer agent or other agent or mandatary of an issuer is notice to the issuer with respect to the functions performed by the agent or mandatary.

42. The definitions “trustee” and “trust indenture” in subsection 82(1) of the Act are replaced by the following:

“trustee” means any person appointed as trustee, including the administrator of the property of others, under the terms of a trust indenture to which a corporation is a party and includes any successor trustee;

“trust indenture” means any deed, indenture or other instrument or act, including any supplement or amendment, made by a corporation after its incorporation or continuance under this Act, under which the corporation issues debt obligations and in which a person is appointed as trustee for the holders of the debt obligations.

43. The heading of Part IX of the English version of the Act is replaced by the following:

RECEIVERS, RECEIVER-MANAGERS AND SEQUESTRATORS

44. Section 94 of the English version of the Act is replaced by the following:

94. A receiver or sequestrator of any property of a corporation may, subject to the rights of secured creditors, receive the income from the property, pay the liabilities connected with the property and realize the security interest of those on behalf of whom the receiver or sequestrator is appointed, but, except to the extent permitted by a court, the receiver or sequestrator may not carry on the business of the corporation.

45. Sections 95 and 96 of the Act are replaced by the following:

95. A receiver-manager of the corporation may carry on any business of the corporation to protect the security interest of those on behalf of whom the receiver-manager is appointed.

96. If a receiver-manager or sequestrator is appointed by a court or under an instrument or act, the powers of the directors of the corporation that the receiver-manager or sequestrator is authorized to exercise may not be exercised by the directors until the receiver-manager or sequestrator is discharged.

46. Sections 97 and 98 of the English version of the Act are replaced by the following:

97. A receiver, receiver-manager or sequestrator appointed by a court shall act in accordance with the directions of the court.

98. A receiver, receiver-manager or sequestrator appointed under an instrument or act shall act in accordance with that instrument or act and any direction of a court made under section 100.

47. The portion of section 99 of the English version of the Act before paragraph (a) is replaced by the following:

99. A receiver, receiver-manager or sequestrator of a corporation appointed under an instrument or act shall

48. Section 100 of the English version of the Act is replaced by the following:

100. On an application by a receiver, receiver-manager or sequestrator, whether appointed by a court or under an instrument or act, or on an application by any interested person, a court may make any order it thinks fit including, without limiting the generality of the foregoing,

(a) an order appointing, replacing or discharging a receiver, receiver-manager or sequestrator and approving their accounts;

(b) an order determining the notice to be given to any person or dispensing with notice to any person;

(c) an order fixing the remuneration of the receiver, receiver-manager or sequestrator;

(d) an order requiring the receiver, receiver-manager or sequestrator, or a person by or on behalf of whom the receiver, receiver-manager or sequestrator is appointed, to make good any default in connection with the receiver’s, receiver-manager’s or sequestrator’s custody or management of the property and business of the corporation, or to relieve any such person from any default on any terms that the court thinks fit, and to confirm any act of the receiver, receiver-manager or sequestrator; and

(e) an order giving directions on any matter relating to the duties of the receiver, receiver-manager or sequestrator.

49. (1) The portion of section 101 of the English version of the Act before paragraph (a) is replaced by the following:

101. A receiver, receiver-manager or sequestrator shall

(2) Paragraphs 101(b) to (d) of the English version of the Act are replaced by the following:

(b) take into their custody and control the property of the corporation in accordance with the court order or instrument or act under which they are appointed;

(c) open and maintain a bank account in their name as receiver, receiver-manager or sequestrator of the corporation for the moneys of the corporation coming under their control;

(d) keep detailed accounts of all transactions carried out as receiver, receiver-manager or sequestrator;

50. Paragraph 109(5)(c) of the English version of the Act is replaced by the following:

(c) a trustee in bankruptcy, receiver, receiver-manager, sequestrator or secured creditor who participates in the management of the corporation or exercises control over its property solely for the purpose of the realization of security or the administration of a bankrupt’s estate, in the case of a trustee in bankruptcy.

51. Subsection 119(5) of the Act is replaced by the following:

(5) A director who pays a debt referred to in subsection (1) that is proved in liquidation and dissolution or bankruptcy proceedings is entitled to any priority that the employee would have been entitled to and, if a judgment has been obtained, the director is

(a) in Quebec, subrogated to the employee’s rights as declared in the judgment; and

(b) elsewhere in Canada, entitled to an assignment of the judgment.

52. Paragraph 120(5)(a) of the English version of the Act is replaced by the following:

(a) relates primarily to his or her remuneration as a director, officer, employee, agent or mandatary of the corporation or an affiliate;

53. Subsection 137(6) of the French version of the Act is replaced by the following:

54. (1) The definitions “form of proxy” and “proxy” in section 147 of the English version of the Act are replaced by the following:

“form of proxy” means a written or printed form that, on completion and execution or, in Quebec, on signing by or on behalf of a shareholder, becomes a proxy;

“proxy” means a completed and executed or, in Quebec, signed form of proxy by means of which a shareholder appoints a proxyholder to attend and act on the shareholder’s behalf at a meeting of shareholders;

(2) Subparagraph (a)(ii) of the definition “solicit” or “solicitation” in section 147 of the English version of the Act is replaced by the following:

(ii) a request to execute or not to execute or, in Quebec, to sign or not to sign a form of proxy or to revoke a proxy,

55. (1) Subsection 148(2) of the Act is replaced by the following:

(2) A proxy shall be executed or, in Quebec, signed by the shareholder or by the shareholder’s personal representative authorized in writing.

(2) The portion of paragraph 148(4)(a) of the Act before subparagraph (i) is replaced by the following:

(a) by depositing an instrument or act in writing executed or, in Quebec, signed by the shareholder or by the shareholder’s personal representative authorized in writing

(3) Subsection 148(5) of the English version of the Act is replaced by the following:

(5) The directors may specify in a notice calling a meeting of shareholders a time not more than 48 hours, excluding Saturdays and holidays, before the meeting or adjournment before which time proxies to be used at the meeting must be deposited with the corporation or its agent or mandatary.

56. Subparagraph 161(2)(b)(iii) of the English version of the Act is replaced by the following:

(iii) has been a receiver, receiver-manager, sequestrator, liquidator or trustee in bankruptcy of the corporation or any of its affiliates within two years of the person’s proposed appointment as auditor of the corporation.

57. (1) Subsection 170(1) of the English version of the Act is replaced by the following:

170. (1) On the demand of an auditor of a corporation, the present or former directors, officers, employees, agents or mandataries of the corporation shall provide any

(a) information and explanations, and

(b) access to records, documents, books, accounts and vouchers of the corporation or any of its subsidiaries

that are, in the opinion of the auditor, necessary to enable the auditor to make the examination and report required under section 169 and that the directors, officers, employees, agents or mandataries are reasonably able to provide.

(2) Paragraph 170(2)(a) of the English version of the Act is replaced by the following:

(a) obtain from the present or former directors, officers, employees and agents or mandataries of any subsidiary of the corporation the information and explanations that the present or former directors, officers, employees and agents or mandataries are reasonably able to provide and that are, in the opinion of the auditor, necessary to enable the auditor to make the examination and report required under section 169; and

58. Paragraph 174(6)(d) of the English version of the Act is replaced by the following:

(d) the powers of the directors to require disclosure of beneficial ownership of shares of the corporation and the right of the corporation and its directors, employees and agents or mandataries to rely on that disclosure and the effects of that reliance; and

59. Paragraph 189(1)(b) of the French version of the Act is replaced by the following:

60. (1) Paragraph 190(19)(a) of the French version of the Act is replaced by the following:

(2) Subsection 190(20) of the French version of the Act is replaced by the following:

61. (1) The portion of the definition “offeror” in subsection 206(1) of the English version of the Act before paragraph (a) is replaced by the following:

“offeror” means a person, other than an agent or mandatary, who makes a take-over bid, and includes two or more persons who, directly or indirectly,

(2) Paragraph 206(14)(a) of the French version of the Act is replaced by the following:

(3) Subsection 206(15) of the French version of the Act is replaced by the following:

62. (1) Paragraph 217(b) of the French version of the Act is replaced by the following:

(2) Paragraph 217(k) of the French version of the Act is replaced by the following:

63. Paragraph 222(1)(e) of the English version of the Act is replaced by the following:

(e) do all acts and execute or, in Quebec, sign any documents in the name and on behalf of the corporation;

64. Subsection 223(4) of the Act is replaced by the following:

(4) A liquidator shall give notice of their intention to make an application under subsection (2) to the Director, to each inspector appointed under section 217, to each shareholder and to any person who provided a security, fidelity bond or fidelity insurance for the liquidation, and shall publish the notice in a newspaper published or distributed in the place where the corporation has its registered office, or as otherwise directed by the court.

65. Paragraph 226(5)(a) of the French version of the Act is replaced by the following:

66. Subsections 235(1) and (2) of the Act are replaced by the following:

235. (1) If the Director is satisfied that, for the purposes of Part XI, XIII or XVII, or for the purposes of enforcing any regulation made under section 174, there is reason to inquire into the ownership or control of a security of a corporation or any of its affiliates, the Director may require any person that the Director reasonably believes has or has had an interest or right in the security or acts or has acted on behalf of a person with such an interest or right to report to him or her or to any person the Director designates

(a) information that the person has or can reasonably be expected to obtain as to present and past interests or rights in the security; and

(b) the names and addresses of the persons with such an interest or right and of any person who acts or has acted in relation to the security on their behalf.

(2) For the purposes of subsection (1), a person is deemed to have an interest or right in a security if

(a) the person has a right to vote or to acquire or dispose of the security or any interest or right in it;

(b) the person’s consent is necessary for the exercise of the rights or privileges of any other person with an interest or right in the security; or

(c) any other person with an interest or right in the security can be required or is accustomed to exercise rights or privileges attached to the security in accordance with the person’s instructions.

67. Section 236 of the Act is replaced by the following:

236. Nothing in this Part shall be construed as affecting solicitor-client privilege or, in Quebec, the professional secrecy of advocates and notaries.

68. Subsection 237.5(1.1) of the English version of the Act is replaced by the following:

(1.1) Subsection (1) does not apply when the plaintiff brings the action as a member of a partnership or other association or as a trustee in bankruptcy, liquidator, receiver or sequestrator of a body corporate.

69. Subsection 242(2) of the Act is replaced by the following:

(2) An application made or an action brought or intervened in under this Part shall not be stayed, discontinued, settled or dismissed for want of prosecution or, in Quebec, failure to respect the agreement between the parties as to the conduct of the proceeding without the approval of the court given on any terms that the court thinks fit and, if the court determines that the interests of any complainant may be substantially affected by such stay, discontinuance, settlement, dismissal or failure, the court may order any party to the application or action to give notice to the complainant.

70. Section 247 of the English version of the Act is replaced by the following:

247. If a corporation or any director, officer, employee, agent or mandatary, auditor, trustee, receiver, receiver-manager, sequestrator or liquidator of a corporation does not comply with this Act, the regulations, articles or by-laws, or a unanimous shareholder agreement, a complainant or a creditor of the corporation may, in addition to any other right they have, apply to a court for an order directing any such person to comply with, or restraining any such person from acting in breach of, any provisions of this Act, the regulations, articles or by-laws, or a unanimous shareholder agreement, and on such application the court may so order and make any further order it thinks fit.

71. Subparagraph 262(2)(b)(iv) of the English version of the Act is replaced by the following:

(iv) send the certificate, or a copy, image or photographic, electronic or other reproduction of the certificate, to the corporation or its agent or mandatary, and

Canada Cooperatives Act

72. (1) The definitions “personal representative” and “security interest” in subsection 2(1) of the Canada Cooperatives Act are replaced by the following:

“personal representative” means a person who stands in place of and represents another person including, but not limited to, a trustee, an executor, an administrator, a liquidator of a succession, an administrator of the property of others, a guardian or tutor, a curator, a receiver or sequestrator, an agent or mandatary or an attorney.

“security interest” means an interest or right in or charge on property of a cooperative to secure payment of a debt or the performance of an obligation of the cooperative.

(2) The definitions “option d’achat” and “option de vente” in subsection 2(1) of the French version of the Act are replaced by the following:

(3) The definition “proxy” in subsection 2(1) of the English version of the Act is replaced by the following:

“proxy” means a completed and executed or, in Quebec, signed form of proxy by means of which a shareholder appoints a proxyholder to attend and act on the shareholder’s behalf at a meeting of the shareholders.

73. Paragraph 11(1)(i) of the Act is replaced by the following:

(i) whether the cooperative is to be incorporated with or without membership share capital, and, if there is to be no membership share capital, a statement that the interest or right of each member as member is, subject to subsection 7(3), the same as that of every other member;

74. (1) Paragraph 15(1)(e) of the Act is replaced by the following:

(e) whether the interest or right of a member in the cooperative may, subject to section 46, be transferred or assigned, and any conditions or restrictions that apply to such a transfer or assignment;

(2) Paragraph 15(1)(i) of the Act is replaced by the following:

(i) subject to sections 39 and 40 and Parts 20 and 21, the conditions on which membership is terminated, whether by withdrawal or by involuntary termination, if it may be terminated otherwise than as provided for in this Act, and the determination of the value and disposition of the member’s interest or right in the cooperative on termination; and

75. Subsection 34(2) of the English version of the Act is replaced by the following:

(2) A document executed or, in Quebec, signed on behalf of a cooperative is not invalid merely because a corporate seal is not affixed to it.

76. Paragraph 85(7)(c) of the English version of the Act is replaced by the following:

(c) a trustee in bankruptcy, receiver, receiver-manager, sequestrator or secured creditor who participates in the management of the cooperative or exercises control over its property solely for the purpose of the realization of security or the administration of a bankrupt’s estate, in the case of a trustee in bankruptcy.

77. Subsection 102(7) of the Act is replaced by the following:

(7) A director who pays a debt owed under this section that is proven in liquidation and dissolution or bankruptcy proceedings is subrogated to any priority that the employee would have been entitled to and, if a judgment has been obtained, the director is

(a) in Quebec, subrogated to the employee’s rights as declared in the judgment; and

(b) elsewhere in Canada, entitled to an assignment of the judgment.

78. Paragraph 119(2)(f) of the Act is replaced by the following:

(f) a statement that there is a charge, lien or hypothec on the membership shares or member loans represented by the certificate in favour of the cooperative for any indebtedness of the member to the cooperative.

79. (1) Subsection 123(1) of the Act is replaced by the following:

123. (1) A cooperative has a charge, lien or hypothec on a membership share or any amount standing to the credit of a member or the personal representative of a member for a debt of that member to the cooperative.

(2) Paragraph 123(2)(a) of the Act is replaced by the following:

(a) enforce a charge, lien or hypothec referred to in subsection (1) in the manner set out in its by-laws; or

80. Section 129 of the Act is replaced by the following:

129. (1) Subject to subsection 183(2), the articles may provide that the cooperative has a charge, lien or hypothec on an investment share registered in the name of a shareholder or the personal representative of a shareholder for a debt of the shareholder to the cooperative, including an amount unpaid as of the date a body corporate was continued under this Act, in respect of an investment share issued by it.

(2) A cooperative may enforce a charge, lien or hypothec referred to in subsection (1) in accordance with its by-laws.

81. Paragraph 130(6)(d) of the English version of the Act is replaced by the following:

(d) the powers of the directors to require disclosure of beneficial ownership of investment shares of the cooperative and the right of the cooperative and its directors, employees and agents or mandataries to rely on that disclosure and the effects of that reliance; and

82. Subsection 131(3) of the Act is replaced by the following:

(3) A person who owned an investment share that was sold under this section is divested of all interests or rights in the investment share and is entitled to receive only the net proceeds of the sale and any net income on the proceeds.

83. Paragraph 137(c) of the French version of the Act is replaced by the following:

84. Subparagraph 138(3)(a)(ii) of the English version of the Act is replaced by the following:

(ii) shares of, or another interest or right in, an entity that immediately before the exchange, or that because of the exchange, did not deal with the cooperative at arm’s length within the meaning of that expression in the Income Tax Act, or

85. Subsection 145(1) of the Act is replaced by the following:

145. (1) A cooperative may, and may permit its subsidiaries to, hold, in the capacity of a personal representative, shares in itself or in its holding body corporate only if the cooperative, holding body corporate or subsidiary does not have a beneficial interest in the shares.

86. (1) The definition “form of proxy” in subsection 163(1) of the English version of the Act is replaced by the following:

“form of proxy” means a written or printed form that, on completion and execution or, in Quebec, on signing by or on behalf of a shareholder, becomes a proxy.

(2) Subparagraph (a)(ii) of the definition “solicit” or “solicitation” in subsection 163(1) of the English version of the Act is replaced by the following:

(ii) a request to execute or not to execute or, in Quebec, to sign or not to sign a form of proxy or to revoke a proxy,

87. (1) Subsection 164(2) of the English version of the Act is replaced by the following:

(2) For a proxy to be valid, it must be executed or, in Quebec, signed by the shareholder or by their personal representative authorized in writing.

(2) The portion of paragraph 164(4)(a) of the English version of the Act before subparagraph (i) is replaced by the following:

(a) by depositing a document in writing executed or, in Quebec, signed by the shareholder or by their personal representative authorized in writing

(3) Subsection 164(5) of the English version of the Act is replaced by the following:

(5) The directors may specify in a notice calling a meeting of shareholders a time not more than 48 hours, excluding Saturdays and holidays, before the meeting or adjournment before which time proxies to be used at the meeting must be deposited with the cooperative or its agent or mandatary.

88. (1) The definitions “adverse claim”, “fiduciary” and “purchaser” in subsection 177(1) of the Act are replaced by the following:

“adverse claim”, in respect of a security, includes a claim that a transfer was or would be wrongful or that a particular adverse person is the owner of or has an interest or right in the security.

“fiduciary” means any person who acts in a fiduciary capacity or as the administrator of the property of others and includes a personal representative of a deceased person.

“purchaser” means a person who takes an interest or right in a security by sale, mortgage, hypothec, pledge, issue, reissue, gift or any other voluntary transaction.

(2) The definition “issuer” in subsection 177(1) of the Act is amended by striking out “or” at the end of paragraph (a) and by replacing paragraph (b) with the following:

(b) in Quebec, issues securities that confer directly or indirectly rights in its property; or

(c) elsewhere in Canada, directly or indirectly creates fractional interests in its rights or property and issues securities as evidence of the fractional interests.

(3) Paragraph (d) of the definition “security” or “security certificate” in subsection 177(1) of the Act is replaced by the following:

(d) evidence of an investment share, participation or other interest or right in or obligation of a cooperative,

89. (1) Subsection 183(2) of the Act is replaced by the following:

(2) No restriction, charge, lien, hypothec, agreement or endorsement described in subsection (3) is effective against a transferee of a security, issued by a cooperative or by a body corporate before it is continued under this Act, who has no actual knowledge of the restriction, charge, lien, hypothec, agreement or endorsement unless it or a reference to it is noted conspicuously on the security certificate.

(2) The portion of subsection 183(3) of the Act before paragraph (a) is replaced by the following:

(3) The restrictions, charges, liens, hypothecs, agreements and endorsements referred to in subsection (2) are

(3) Paragraph 183(3)(b) of the Act is replaced by the following:

(b) a charge, lien or hypothec in favour of the cooperative;

90. Paragraph 185(2)(a) of the English version of the Act is replaced by the following:

(a) the scrip certificates become void or, in Quebec, null if not exchanged for an investment share representing a full investment share before a specified date; and

91. Section 187 of the English version of the Act is replaced by the following:

187. A cooperative may appoint an agent or mandatary to maintain securities registers on its behalf.

92. Section 194 of the Act is replaced by the following:

194. If an individual who is less than 18 years of age exercises a right of ownership in a security of a cooperative, no subsequent repudiation or avoidance or, in Quebec, annulment or reduction of obligations is effective against the cooperative.

93. Subsection 200(1) of the English version of the Act is replaced by the following:

200. (1) The terms of a security include those stated on the security and those incorporated by reference to another instrument or act, Act of Parliament or the legislature of a province, regulation, rule or order to the extent that the incorporated terms do not conflict with those stated on the security.

94. Section 211 of the English version of the Act is replaced by the following:

211. A purchaser acquires rights only to the extent of the interest or right purchased.

95. Section 225 of the English version of the Act is replaced by the following:

225. Failure of a fiduciary to comply with the instrument or act that is the source of the fiduciary’s power or with the law of the jurisdiction governing the fiduciary relationship does not render the fiduciary’s endorsement unauthorized for the purposes of this Part.

96. Subsection 231(2) of the Act is replaced by the following:

(2) If a security is part of a fungible bulk, a purchaser of the security is the owner of the proportionate interest or right in the fungible bulk.

97. Sections 235 and 236 of the Act are replaced by the following:

235. No seizure of a security or other interest or right evidenced by the security is effective until the person making the seizure obtains possession of the security.

236. An agent or mandatary, or a bailee or depositary, who in good faith has received securities and sold, pledged or delivered them according to the instructions of the principal or mandator is not in breach of a fiduciary duty or otherwise liable even though they have no right to dispose of the securities.

98. The portion of section 245 of the French version of the Act before paragraph (a) is replaced by the following:

99. Subparagraph 253(2)(b)(iii) of the English version of the Act is replaced by the following:

(iii) has been a receiver, receiver-manager, sequestrator, liquidator or trustee in bankruptcy of the cooperative or any of its affiliates within two years of the proposed appointment of the person as auditor of the cooperative.

100. The definitions “trustee” and “trust indenture” in section 266 of the Act are replaced by the following:

“trustee” means a person appointed as trustee, including the administrator of the property of others, under the terms of a trust indenture to which a cooperative is a party, and includes a successor trustee.

“trust indenture” means a deed, indenture or other instrument or act, including a supplement or amendment, made by a cooperative under which the cooperative issues debt obligations and in which a person is appointed as trustee for the holders of the debt obligations issued under it.

101. The heading of Part 15 of the English version of the Act is replaced by the following:

RECEIVERS, RECEIVER-MANAGERS AND SEQUESTRATORS

102. Sections 278 and 279 of the Act are replaced by the following:

278. A receiver or sequestrator of any property of a cooperative may, subject to the rights of secured creditors, receive the income from the property and pay the liabilities connected with the property and realize the security interest of those on behalf of whom the receiver or sequestrator is appointed, but, except to the extent permitted by a court, the receiver or sequestrator may not carry on the business of the cooperative.

279. A receiver-manager of a cooperative may carry on any business of the cooperative to protect the security interest of those on behalf of whom the receiver-manager is appointed.

103. Section 280 of the English version of the Act is replaced by the following:

280. If a receiver, receiver-manager or sequestrator is appointed by a court or under an instrument or act, no director shall exercise the directors’ powers that the receiver, receiver-manager or sequestrator is authorized to exercise until the receiver, receiver-manager or sequestrator is discharged.

104. (1) Subsections 281(1) and (2) of the English version of the Act are replaced by the following:

281. (1) A receiver, receiver-manager or sequestrator appointed by a court must act in accordance with any directions of the court.

(2) A receiver, receiver-manager or sequestrator appointed under an instrument or act must act in accordance with the instrument or act and any direction that the court may make under section 282.

(2) The portion of subsection 281(3) of the English version of the Act before paragraph (a) is replaced by the following:

(3) A receiver, receiver-manager or sequestrator must

105. Section 282 of the English version of the Act is replaced by the following:

282. A court may, on the application of a receiver, receiver-manager or sequestrator appointed by a court or under an instrument or act, or any other interested person, make any order giving directions on any matter relating to the duties of the receiver, receiver-manager or sequestrator that it considers appropriate, including an order

(a) appointing, replacing or discharging a receiver, receiver-manager or sequestrator and approving their accounts;

(b) determining the notice to be given to any person or dispensing with notice to any person;

(c) fixing the remuneration of the receiver, receiver-manager or sequestrator;

(d) requiring the receiver, receiver-manager or sequestrator, or a person by or on behalf of whom they were appointed, to make good any default in connection with their custody or management of the property and business of the cooperative, or relieving them, or a person by or on behalf of whom they were appointed, from any default on any terms that the court considers appropriate;

(e) confirming any act of the receiver, receiver-manager or sequestrator; and

(f) giving directions on any other matter relating to the duties of the receiver, receiver-manager or sequestrator.

106. (1) The portion of section 283 of the English version of the Act before paragraph (e) is replaced by the following:

283. A receiver, receiver-manager or sequestrator must

(a) take the property of the cooperative into custody and control in accordance with the court order, instrument or act under which the receiver, receiver-manager or sequestrator is appointed;

(b) open and maintain a bank account as receiver, receiver-manager or sequestrator of the cooperative for the money of the cooperative coming under their control;

(c) keep detailed accounts of all transactions carried out as receiver, receiver-manager or sequestrator;

(d) keep accounts of the administration as receiver, receiver-manager or sequestrator and cause them to be made available during usual business hours for inspection by the directors;

(2) Paragraph 283(f) of the English version of the Act is replaced by the following:

(f) on completion of their duties, render a final account of the administration in the form that the receiver, receiver-manager or sequestrator has adopted for preparation of interim accounts under paragraph (e); and

107. (1) Subparagraph 302(6)(c)(i) of the Act is replaced by the following:

(i) in the case of a dissenting member, for withdrawal from the cooperative, for payment of all membership shares at their fair value and for repayment of any other interest or right held by the member in the cooperative, fair value being determined on the day before the resolution was adopted, and

(2) Subsection 302(19) of the Act is replaced by the following:

(19) On an application under subsection (16) or (17), all dissenting members and shareholders whose shares or other interests or rights have not been purchased are joined as parties and the cooperative must notify them, advising each of them of the right to participate in, and the consequences of, the application. No dissenting member or shareholder is required to give security for costs in the application.

108. (1) Paragraph 316(b) of the French version of the Act is replaced by the following:

(2) Paragraph 316(k) of the French version of the Act is replaced by the following:

109. Paragraph 321(1)(e) of the English version of the Act is replaced by the following:

(e) do all acts and execute or, in Quebec, sign any documents in the name and on behalf of the cooperative;

110. Subsection 322(4) of the English version of the Act is replaced by the following:

(4) A liquidator must give notice of their intention to make an application under subsection (2) to the Director, to each inspector appointed under section 316, to each member or shareholder and to any person who provided a security, a fidelity bond or fidelity insurance for the liquidation, and must publish the notice in a newspaper published or distributed in the place where the cooperative has its registered office, in any manner set out in the by-laws or as otherwise directed by the court.

111. Paragraph 326(5)(a) of the French version of the Act is replaced by the following:

112. Subsections 335(1) to (3) of the Act are replaced by the following:

335. (1) For the purposes of this section, a security includes a membership share or an interest or right in one.

(2) If the Director is satisfied that, for the purposes of Part 9 or 10 or for the purposes of enforcing any regulation made under section 130, there is reason to inquire into the ownership or control of a security of a cooperative or any of its affiliates, the Director may require any person that the Director reasonably believes has or has had an interest or right in the security or acts or has acted on behalf of a person with such an interest or right to report to the Director or to any designated person,

(a) information that the person has or can reasonably be expected to obtain as to present and past interests or rights in the security; and

(b) the names and addresses of the persons who have or have had such an interest or right and of any person who acts or has acted in relation to the security on behalf of such persons.

(3) For the purposes of subsection (2), a person is deemed to hold an interest or right in a security if

(a) in the case of a membership share, the person is or is entitled to be entered in the records of the cooperative as the owner of the membership share; and

(b) in the case of an investment share,

(i) the person has a right to vote or to acquire or dispose of the investment share or an interest or right in it,

(ii) the person’s consent is necessary for the exercise of the rights or privileges of any other person with an interest or right in the investment share, or

(iii) any other person with an interest or right in the investment share can be required or is accustomed to exercise rights or privileges attached to it in accordance with that person’s instructions.

113. Section 336 of the English version of the Act is replaced by the following:

336. Nothing in this Part may be construed as affecting solicitor-client privilege or, in Quebec, the professional secrecy of advocates and notaries.

114. Subsection 337.5(1.1) of the English version of the Act is replaced by the following:

(1.1) Subsection (1) does not apply when the plaintiff brings the action as a member of a partnership or other association or as a trustee in bankruptcy, liquidator, receiver or sequestrator of a body corporate.

115. Subsection 341(2) of the Act is replaced by the following:

(2) No application made and no action brought or intervened in under this Part is to be stayed, discontinued, settled or dismissed for want of prosecution or, in Quebec, failure to respect the agreement between the parties as to the conduct of the proceeding without the approval of the court given on any terms that the court considers appropriate.

116. Section 346 of the English version of the Act is replaced by the following:

346. If a cooperative or any director, officer, employee, agent or mandatary, auditor, trustee, receiver, receiver-manager, sequestrator or liquidator of a cooperative does not comply with this Act, the regulations, the articles, the by-laws or a unanimous agreement, a complainant or the Director may, in addition to any other right, apply to a court for an order directing any such person to comply with or restraining them from acting in breach of it. On the application, the court may order compliance and make any further order it thinks fit.

117. Subsection 367(4) of the English version of the Act is replaced by the following:

(4) Any articles, notice, resolution, requisition, statement or other document required or permitted to be executed or, in Quebec, signed by more than one individual for the purposes of this Act may be executed or signed in several documents of like form, each of which is executed or signed by one or more of the individuals. The documents, when duly executed or signed by all individuals required or permitted, as the case may be, to do so, are deemed to constitute one document for the purposes of this Act.

118. Subparagraph 373(2)(b)(iv) of the English version of the Act is replaced by the following:

(iv) send the certificate, or a copy, image or photographic, electronic or other reproduction of it, to the cooperative or its agent or mandatary, and

Consumer Packaging and Labelling Act

119. The definition “product” in subsection 2(1) of the Consumer Packaging and Labelling Act is replaced by the following:

“product” means any article that is or may be the subject of trade or commerce but does not include land or any interest or right in land;

120. Subsection 20(3) of the English version of the Act is replaced by the following:

(3) If a corporation commits an offence under this Act, any officer, director or agent or mandatary of the corporation who directed, authorized, assented to, acquiesced in or participated in the commission of the offence is a party to and guilty of the offence and is liable on conviction to the punishment provided for the offence whether or not the corporation has been prosecuted or convicted.

121. Subsection 21(1) of the Act is replaced by the following:

21. (1) In any prosecution for an offence under this Act, it is sufficient proof of the offence to establish that it was committed by an employee or an agent or mandatary of the accused, whether or not the employee or agent or mandatary is identified or has been prosecuted for the offence, unless the accused establishes that the offence was committed without their knowledge or consent and that they exercised all due diligence to prevent its commission.

Electricity and Gas Inspection Act

122. (1) Paragraph 10(a) of the Electricity and Gas Inspection Act is replaced by the following:

(a) may, on making application in prescribed manner, be accredited by the director for purposes of the verification, sealing, reverification and resealing of any meter or any class, type or design of meter and the execution of prescribed incidental functions by that person or their employee, agent or mandatary; and

(2) Paragraph 10(b) of the English version of the Act is replaced by the following:

(b) shall, in the event of the granting of the application under paragraph (a), be issued with a certificate of accreditation in prescribed form by the director.

123. Subsection 26(5) of the English version of the Act is replaced by the following:

(5) No person who is an accredited meter verifier or a seller of electricity, gas or meters or who is employed by or is the agent or mandatary of an accredited meter verifier or a seller of electricity may be appointed or designated under this section or act as a person so appointed or designated.

124. (1) Subsections 31(2) and (3) of the Act are replaced by the following:

(2) When any meter is ordered to be forfeited under subsection (1), any person, other than a party to the proceedings that resulted in the order, who claims an interest or right in the meter as owner, mortgagee or hypothecary creditor, as lien holder or holder of a prior claim or of any like interest or right may, within 30 days after the making of the order of forfeiture, apply to any superior court of competent jurisdiction for an order under subsection (5) after which the court shall fix a day for the hearing of the application.

(3) An applicant for an order under subsection (5) shall, at least 30 days prior to the day fixed for the hearing of the application, serve a notice of the application and of the hearing on the Minister and on all other persons who have claimed an interest or right in the meter that is the subject matter of the application as owner, mortgagee or hypothecary creditor, as lien holder or holder of a prior claim or of any like interest or right of whom the applicant has knowledge.

(2) Subsection 31(5) of the Act is replaced by the following:

(5) If, on the hearing of an application under this section, the court is satisfied that the applicant or any intervenor

(a) is innocent of any complicity in any conduct that caused the meter to be subject to forfeiture and of any collusion in relation to any such conduct, and

(b) exercised all reasonable care in respect of the persons permitted to obtain possession and use of the meter to satisfy himself or herself that it was not likely to be used in the commission of an offence under paragraph 30(b) or, in the case of a mortgagee or hypothecary creditor or a lien holder or a holder of a prior claim, that they exercised such care with respect to the mortgagor or hypothecary debtor or the giver of a lien or prior claim,

the applicant, intervenor or both are entitled to an order declaring that their interests or rights are not affected by the forfeiture and declaring the nature and extent of each of their interests or rights and the rankings among them, and the court may, in addition, order that the meter to which the interests or rights relate be delivered to one or more of the persons found to have an interest or right in the meter or that an amount equal to the value of each of the interests or rights so declared be paid to the persons found to have those interests or rights.

125. Subsection 35(2) of the English version of the Act is replaced by the following:

(2) If a contractor or corporation commits an offence under this Act, any officer, director or agent or mandatary of the contractor or corporation who directed, authorized, assented to, acquiesced in or participated in the commission of the offence is a party to and guilty of the offence and is liable on conviction to the punishment provided for the offence whether or not the contractor or corporation has been prosecuted or convicted.

126. (1) Subsection 36(1) of the English version of the Act is replaced by the following:

36. (1) In any prosecution for an offence under this Act it is sufficient proof of the offence to establish that it was committed by an employee or an agent or mandatary of the accused whether or not the employee or agent or mandatary is identified or has been prosecuted for the offence, unless the accused establishes that the offence was committed without their knowledge or consent and that they exercised all due diligence to prevent its commission.

(2) Subsection 36(4) of the English version of the Act is replaced by the following:

(4) A prosecution for an offence under this Act may be brought against and in the name of an unincorporated body that is a contractor and, for the purposes of that prosecution, the body is deemed to be a person and any act or thing done or omitted by any officer or agent or mandatary of the body within the scope of their authority to act on behalf of the body is deemed to be an act or thing done or omitted by the body.