Bill C-614

2nd Session, 41st Parliament,

62-63 Elizabeth II, 2013-2014

house of commons of canada

BILL C-614

An Act respecting VIA Rail Canada and making consequential amendments to another Act

Whereas it is desirable that Parliament establish a legislative framework for the provision by VIA Rail Canada of national public rail passenger services that are safe, adequate and efficient;

Whereas it is desirable to provide VIA Rail Canada with an effective legislative basis for its operational sustainability and success as Canada’s national public rail passenger service provider;

And whereas it is imperative that railway facilities and infrastructure be provided in a reasonable, efficient and adequate manner for VIA Rail Canada’s public passenger services;

Now, therefore, 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 VIA Rail Canada Act.

INTERPRETATION

2. The following definitions apply in this Act.

“Agency” means the Canadian Transportation Agency.

“Board” means the Board of Directors of the Corporation.

“Chairperson” means the Chairperson of the Board, appointed pursuant to section 8.

“Corporation” means VIA Rail Canada, a corporation continued under subsection 5(1).

“financial year” means the financial year of the Corporation.

“infrastructure” means railway track, the railway roadbed and other structures and mecha-nisms that are track-related or are required for the movement or control of rolling stock over the track, but does not include any rolling stock maintenance facilities or railway stations.

“Minister” means the Minister of Transport.

“operate” in respect of any service, includes the operation of the service through an agent.

“President” means the President of the Corporation appointed pursuant to section 9.

“railway company” means any railway company, other than the Corporation, that is subject to the jurisdiction of the Parliament of Canada.

HER MAJESTY

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

VIA RAIL CANADA PUBLIC PASSENGER SERVICE POLICY

4. (1) VIA Rail Canada must provide a safe, modern, efficient and reliable national public passenger service in a manner that is consistent with the National Transportation Policy set out in section 5 of the Canada Transportation Act and respects the basic principle of sustainable development set out in section 5 of the Federal Sustainable Development Act.

(2) The Minister may enter into agreements with the Corporation, a railway company or any other person for the purpose of implementing the policy.

VIA RAIL CANADA CORPORATION

5. (1) The corporation of VIA Rail Canada Inc. established under the Canada Business Corporations Act is continued as VIA Rail Canada.

(2) The Canadian Business Corporations Act ceases to apply to the Corporation except as provided under this Act.

(3) The Corporation is a railway company for the purposes of any Act of Parliament other than this Act.

OBJECTS

6. The Corporation must plan, manage and operate public passenger service in Canada in order to implement the policy referred to in subsection 4(1) and, in carrying out that responsibility, the Corporation must

(a) promote the safe and efficient operation and development of public passenger service through

(i) cooperation with railway companies, other carriers and various levels of government, and

(ii) optimization of the use of its equipment, facilities and other resources;

(b) maintain public passenger service on mandated routes;

(c) maximize the financial performance of its public passenger service so as to minimize the need for government financial assistance; and

(d) serve the travel and related social and economic needs of Canadians and visitors to Canada, contribute to the economic and social development of Canada and respect the environment.

BOARD OF DIRECTORS

7. (1) There is established a Board of Directors of the Corporation consisting of the Chairperson, the President and not more than 15 other directors appointed as provided in this Act.

(2) Each director, other than the Chairperson and the President, must be appointed by the Minister, with the approval of the Governor in Council, to hold office during pleasure for a term not exceeding four years that will ensure, as far as possible, the expiration in any one year of the terms of office of not more than one half of the directors.

(3) The Minister must appoint each director, other than the Chairperson and the President, from among members of each of the following groups, without regard to their political affiliation:

(a) the Canadian Tourism Commission; and

(b) the Federation of Canadian Municipalities.

(4) If the office of a director becomes vacant during the term of that director, the Governor in Council may appoint a director for the remainder of the term.

(5) A director may, on the expiration of his or her term of office, be re-appointed to the Board.

(6) A director, other than the Chairperson, the President and any director selected from among persons employed in the federal public administration, is entitled to receive the fees fixed by the Governor in Council for attendance at meetings of the Board and any committee of the Board.

(7) A director is entitled to be paid by the Corporation reasonable travel and living expenses incurred by him or her while absent from his or her ordinary place of residence in the course of his or her duties as a director.

CHAIRPERSON OF THE BOARD

8. (1) The Chairperson of the Board is to be appointed by the Governor in Council to hold office during pleasure for a term that the Governor in Council considers appropriate.

(2) The Chairperson is to be paid by the Corporation a salary or other remuneration fixed by the Governor in Council.

(3) If the Chairperson is absent or unable to act or if the office of Chairperson is vacant, the Minister may designate another director of the Corporation to act as the Chairperson for the time being, but no director so designated has authority to act as Chairperson for a period exceeding 90 days without the approval of the Governor in Council.

PRESIDENT OF THE CORPORATION

9. (1) The President of the Corporation is to be appointed by the Governor in Council to hold office during pleasure for a term that the Governor in Council considers appropriate.

(2) The President is the chief executive officer of the Corporation.

(3) The President is to be paid by the Corporation a salary or other remuneration fixed by the Governor in Council.

(4) If the President is absent or unable to act or if the office of President is vacant, the Board may designate another director or an officer of the Corporation to act as the President for the time being, but no director or officer so designated has authority to act as President for a period exceeding 90 days without the approval of the Governor in Council.

HEAD OFFICE

10. The head office of the Corporation is to be at the city of Montreal.

ADMINISTRATION OF CORPORATION

11. (1) The Board must direct and manage the affairs of the Corporation and may for such purposes exercise all the powers and perform all the duties of the Corporation.

(2) The Board may appoint and fix the salary of the number of Vice-Presidents it considers necessary.

12. The Board may make by-laws

(a) for the administration, management and control of the property and affairs of the Corporation;

(b) for the regulation of the proceedings of the Board, including the establishment of committees of the Board, the time and place for the holding of meetings of the Board or of any of its committee, and the quorum and procedure at all such meetings;

(c) prescribing the functions, duties and powers of any committee of the Board and of the Chairperson, President, directors, officers, agents and employees of the Corporation; and

(d) respecting the administration of contracts relating to any business of the Corporation.

STAFF

13. The Corporation may employ the officers and employees and engage the services of the agents, advisers and consultants it considers necessary for the proper conduct of its business, and may fix the terms and conditions of their employment or engagement, as the case may be, and pay their remuneration.

14. (1) Every person employed or engaged pursuant to section 13 is deemed not to be employed in the federal public administration.

(2) The Public Service Superannuation Act does not apply to any director of the Corporation, other than the Chairperson, President and any director selected from among persons employed in the federal public administration, unless, in the case of any one of them, the Governor in Council otherwise directs.

POWERS

15. (1) In carrying out its objects and duties under this Act, the Corporation has the capacity, and subject to this Act, the rights, powers and privileges of a natural person.

(2) Without limiting the generality of subsection (1), the Corporation may acquire, hold, lease, sell or dispose of any real or personal property.

16. The Corporation may, in any case or class of cases approved by the Governor in Council, empower any officer of the Corporation to administer oaths and take and receive affidavits, declarations and affirmations for any purpose relating or incidental to the administration or enforcement of this Act or the regulations.

REGULATIONS

17. The Corporation may, with the approval of the Governor in Council, make regulations for the efficient operation of the business of the Corporation and for carrying the purposes and provisions of this Act into effect.

REPORT

18. (1) Within three months after the end of the financial year that ends after the calendar year in which this Act comes into force, and within three months after the end of every financial year after that, the Corporation must prepare and submit to the Minister an annual performance report in respect of that financial year showing

(a) its projections, consistent with its corporate plan, and actual data with respect to the number of passengers, costs and revenues for each public passenger service for that financial year;

(b) an analysis comparing the projections and actual data and the causes of any significant variations;

(c) whether the financial performance objective in respect of each public passenger service has been met and, if not, planned remedial measures, if any; and

(d) the performance of the corporation in applying the principles of sustainable development, and in setting and meeting its environmental, social and economic goals.

(2) The Minister must cause the report to be laid before each House of Parliament on any of the first 15 days on which that House is sitting after the Minister receives it.

DIRECTIVES

19. (1) In the exercise of its powers and the performance of its duties, the Corporation must comply with the directives that the Minister may give to it.

(2) Subsections 89(2) to (6) and section 153 of the Financial Administration Act apply, with the modifications that the circumstances require, to a directive given under subsection (1) as though it were a directive referred to in those provisions.

(3) If the Governor in Council is satisfied that the Corporation has sustained or is likely to sustain financial loss in complying with any directive given to it under subsection (1) or section 89 of the Financial Administration Act, he or she may compensate the Corporation for that loss and, for that purpose, he or she may

(a) require an audit of the books and records of the Corporation to determine the amount of the loss;

(b) determine the amount of the compensation that may be paid or the manner of calculating such amount, including the setting of a maximum amount; and

(c) determine the manner in which and the time when the compensation may be paid.

(4) The amount of any compensation under this section is to be paid out of moneys appropriated by Parliament for that purpose.

(5) The Minister must cause an estimate of any increased costs or losses likely to be incurred by the Corporation as a result of complying with any directive given to it under subsection (1) or section 89 of the Financial Administration Act to be laid before Parliament on any of the first 15 days that either House of Parliament is sitting after the day the directive was so given.

STATUS OF CORPORATION

20. The Corporation is, for the purposes of this Act, an agent of Her Majesty in right of Canada.

21. The Corporation may enter into contracts with Her Majesty as though it were not an agent of Her Majesty.

22. No Act relating to the winding-up of a corporation applies in respect of the Corporation and the affairs of the Corporation cannot be wound up unless Parliament so provides.

23. (1) The definitions “beneficial ownership”, “debt obligation”, “redeemable share”, “security”, “security interest” and “special resolution” in subsection 2(1) and sections 23 to 26, 34, 36 to 38, 42, 43, 50, 172 and 257 of the Canada Business Corporations Act apply, with such modifications as the circumstances require, in respect of the Corporation as if the references in those provisions to articles were references to the by-laws of the Corporation.

(2) For the purposes of applying subsections 34(2), 36(2) and 38(3) and section 42 of the Canada Business Corporations Act in respect of the Corporation, the assets held by the Corporation as an agent of Her Majesty in right of Canada must be deemed to be assets of the Corporation.

FINANCIAL MATTERS

24. (1) The Corporation has an authorized capital consisting of an unlimited number of shares of such classes as the Board may, with the approval of the Governor in Council on the recommendation of the Minister, the Minister of Finance and the Treasury Board, prescribe by by-law.

(2) Each class of shares of the Corporation has the rights, privileges, restrictions and conditions, and each shareholder and the Corporation have the rights and are subject to the restrictions in respect of the shares, that the Board may, with the approval of the Governor in Council on the recommendation of the Minister, the Minister of Finance and the Treasury Board, prescribe by by-law.

(3) Without limiting the generality of subsection (2), the by-laws may

(a) prescribe voting rights, rights of shareholders to require redemption, rights of the Corporation to redeem, restrictions or prohibitions on transfer, procedures for the enforcement of the restrictions or prohibitions, and rights on liquidation;

(b) attach rights, privileges, restrictions or conditions only to shares held by employees of the Corporation or only to shares held in trust for Her Majesty in right of Canada; and

(c) be inconsistent with any provision referred to in section 23.

(4) No shares of the Corporation may be held or beneficially owned by any person, other than

(a) Her Majesty in right of Canada or a trustee for Her Majesty in right of Canada; or

(b) an employee of the Corporation or a trustee for an employee of the Corporation.

(5) Not more than ten per cent of the issued and outstanding shares of the Corporation may be held or beneficially owned by the employees of the Corporation.

25. (1) The Corporation is authorized to issue to the Minister, and the Minister is authorized to acquire, shares of the Corporation in substitution for the equity of the Corporation held by or on behalf of Her Majesty in right of Canada.

(2) Shares of the Corporation acquired by the Minister are to be registered in the name of the Minister in the books of the Corporation and are to be held by the Minister in trust for Her Majesty in right of Canada.

(3) Subsection 25(3) of the Canada Business Corporations Act does not apply in respect of the first issue of shares to the Minister.

(4) The shares held by the Minister have the exclusive right to vote at meetings of the shareholders of the Corporation.

(5) The amount standing to the credit of the Equity of Canada on the balance sheet of the Corporation as at the date of the first issue of shares to the Minister is equal to the net asset value of the Corporation on that date and is to be allocated, in the amounts that the Board, with the approval of the Minister and the Treasury Board, may determine, to the initial stated capital for the class of those shares and to one or more contributed surplus accounts, if any.

(6) For the purposes of subsection (5), the net asset value of the Corporation on the date of the first issue of shares to the Minister is the amount that the Board, with the approval of the Treasury Board, deems appropriate, and any difference from the net asset value as reflected on the last audited balance sheet of the Corporation before that date is to be reflected as a charge or credit, as appropriate, to the Equity of Canada on the balance sheet of the Corporation for that date.

(7) For the purposes of subsections (5) and (6), the date of the first issue of shares to the Minister must be deemed to be the date that the Board, with the approval of the Treasury Board, may determine, which date may be before the date on which the determination is made.

26. (1) The Minister, the Corporation and any subsidiary of the Corporation are authorized to issue or transfer to, and to purchase from, directly or indirectly, employees of the Corporation non-voting shares of the Corporation in accordance with the plan that the Board may, with the approval of the Governor in Council on the recommendation of the Minister, the Minister of Finance and the Treasury Board, establish by by-law.

(2) Notwithstanding subsections 25(3) and (4) of the Canada Business Corporations Act, a by-law establishing a plan referred to in subsection (1) may authorize the issue of the shares for no consideration or for the consideration that the by-law may prescribe.

27. Subject to section 42 of the Canada Business Corporations Act and sections 130.1 and 130.2 of the Financial Administration Act, the Corporation must declare and pay a dividend on the issued and outstanding shares of the Corporation in the form and amount that the Board may determine in accordance with the rights, privileges, restrictions and conditions attaching to the shares.

28. The Corporation may

(a) borrow money on the credit of the Corporation; and

(b) issue or reissue, sell or pledge debt obligations, secured or unsecured, of the Corporation.

29. The Minister of Finance, on the application of the Corporation approved by the Minister, may, with the approval of the Governor in Council, lend money to the Corporation from the Consolidated Revenue Fund on the terms and conditions that are approved by the Governor in Council.

30. The aggregate amount outstanding of the principal of loans made to the Corporation under section 29 must not exceed five hundred million dollars.

31. If at any time the available revenues of the Corporation are not sufficient to pay all the operating and income charges of the Corporation as and when due, the Minister of Finance, on the application of the Corporation approved by the Minister, may, with the approval of the Governor in Council, place at the disposal of the Corporation the amounts that may be required to enable the Corporation to meet all such charges.

32. (1) All amounts placed at the disposal of the Corporation pursuant to section 31 must be reimbursed to the Minister of Finance from the annual revenues of the Corporation in so far as such revenues are sufficient.

(2) If the annual revenues of the Corporation are insufficient for the purposes of subsection (1), the Minister must cause the amount of the insufficiency to be included, in the form of a deficit appropriation item, in the next estimates laid before Parliament.

33. Unless the Governor in Council otherwise directs, the financial year of the Corporation is the period beginning on April 1 in one year and ending on March 31 in the following year.

PUBLIC PASSENGER SERVICE

34. (1) The Corporation must operate each public passenger service described in the schedule, in both directions, at a frequency to be determined by the Board.

(2) The Corporation must operate each public passenger service on the Halifax-Moncton-Montreal route at least six times a week and on the Toronto-Vancouver route at least three times a week, in each direction.

(3) The Corporation must operate each public passenger service in a manner that will best enable the Corporation to carry out its objects and meet its financial performance objectives in respect of that service.

35. (1) The financial performance objectives of the Corporation must be determined by the Board with the approval of the Minister, on an annual basis, with a view to recovering the specific costs from its operations of each public passenger service described in the schedule.

(2) For the purposes of subsection (1), “specific costs”, in respect of a public passenger service, means all costs incurred by the Corporation, including all payments to a railway company, that are specific to the service and would not be incurred if the Corporation ceased to operate the service.

36. (1) The Minister must request that the Agency or any other person review and make recommendations concerning any service being considered by the Corporation for deletion from the schedule and, in any such request, the Minister must indicate the type of review required, the terms of reference of the review and the time within which the recommendations are to be made.

(2) The Minister must ensure public consultations are held regarding any recommendation by the Agency or any other person for deletion of any service.

(3) Within 30 days of receiving a recommendation for deletion of any service, the Minister must prepare a report on the recommendation.

(4) The Minister must cause the report on the recommendation to be laid before each House of Parliament within the first 15 days on which that House is sitting after it is prepared.

(5) When a report has been laid before a House of Parliament pursuant to subsection (4), a motion for the consideration of that House, to the effect that the recommendation set out in that report be amended or revoked, signed by

(a) not less than 20 members of the Senate, in the case of a motion for the consideration of the Senate, or

(b) not less than 50 members of the House of Commons, in the case of a motion for the consideration of the House of Commons,

may be filed with the Speaker of that House.

(6) When a motion for the consideration of a House of Parliament is filed in accordance with subsection (5), that House must, not later than the sixth sitting day of that House following the filing of the motion, take up and consider the motion, unless a motion to the like effect has earlier been taken up and is being considered in the other House.

(7) A motion taken up and considered in a House of Parliament in accordance with subsection (6) must be debated without interruption for not more than three hours or any longer period which that House may, with the unanimous consent of its members, fix and, on the conclusion of the debate or on the expiration of the third hour of debate, whichever is earlier, the Speaker of that House must immediately put every question necessary for the disposal of the motion.

(8) If a motion taken up and considered in a House of Parliament in accordance with subsection (6) is adopted, with or without amendments, a message must be sent from that House informing the other House that the motion has been so adopted and requesting that the motion be concurred in by that other House.

(9) Within the first 15 days that it is sitting after receiving a request pursuant to subsection (8), the House receiving the request must take up and consider the motion that is the subject of the request, and all questions in connection with the motion must be debated without interruption for not more than three hours or any longer period which that House may, with the unanimous consent of its members, fix and, on the conclusion of the debate or on the expiration of the third hour of debate, whichever is earlier, the Speaker of that House must immediately put every question necessary to determine whether or not the motion is concurred in.

(10) If a motion taken up and considered in accordance with this section is adopted, with or without amendments, by the House of Parliament in which it was introduced and is concurred in by the other House, the recommendation to which the motion relates is revoked or amended effective on the day specified in the motion, which day may not be earlier than the day of the vote of concurrence.

(11) If a motion taken up and considered in accordance with this section is not adopted by the House of Parliament in which it was introduced, or is adopted, with or without amendments, by that House but is not concurred in by the other House, the recommendation to which the motion relates remains unaffected.

37. (1) An order made under subsection 38(1) must be laid before each House of Parliament within the first 15 sitting days of each House after it is made.

(2) If, within 30 sitting days after an order has been laid before a House of Parliament under subsection (1), a written notice signed by not less than 15 members of the Senate or 30 members of the House of Commons, as the case may be, is given to the Speaker requesting that the order be debated, the Speaker must assign a sitting day of the House that is not later than 30 sitting days after the request is made for the order to be debated.

38. (1) The Corporation may, in addition to the services described in the schedule and subject to the approval by order of the Governor in Council, operate a public passenger service on an experimental basis.

(2) An order of the Governor in Council under subsection (1) must specify

(a) the period of time, not exceeding three years, during which the experimental service may be operated; and

(b) the financial performance objective, from among the financial performance objectives referred to in subsection 35 that would be appropriate for the experimental service if it were a public passenger service described in the schedule, that the Corporation must meet in the operation of the experimental service.

(3) If the Corporation has operated an experimental service for the period of time specified under paragraph (2)(a) and, as a result of the operation, the Corporation

(a) meets its financial performance objective in respect of that service, the Governor in Council must, by order, add the name of the service to the list of services in the schedule that the Governor in Council deems appropriate; or

(b) fails to meet its financial performance objective in respect of that service, the Corporation must terminate the service after that period.

39. Subject to the approval of the Minister, the Corporation may, for a period not exceeding six months that the Minister may specify, operate on a special or temporary basis a public passenger service other than a service described in the schedule or an experimental service being operated under section 38.

40. (1) Subject to the terms and conditions of an agreement for compensation between the Corporation and any province, the Corporation must, on the request of any province, operate additional public passenger services on the requested routes.

(2) If the Corporation and any province are unable to agree in respect of any matter raised in the context of the negotiation of an agreement concerning additional public passenger services, the conditions of, or the amount to be paid as compensation for, those additional services, the Corporation may, after reasonable efforts have been made to resolve the matter, apply to the Agency to decide the matter.

41. (1) All works and undertakings of VIA Rail Canada are, and each of them is declared to be, works or a work for the general advantage of Canada.

(2) Subsection (1) does not apply to the purchase, sale, lease or operation of motor vehicles of any kind for the carriage of passengers in conjunction with or substitution for the rail services managed or controlled by the Corporation.

42. The Official Languages Act applies to the Corporation.

43. This Act prevails over any other federal law to the extent of any conflict between them.

CONSEQUENTIAL AMENDMENTS TO THE CANADA TRANSPORTATION ACT

44. The definition “public passenger serv-ice provider” in section 87 of the Canada Transportation Act is replaced by the following:

“public passenger service provider” means VIA Rail Canada, a passenger rail service provider designated by the Minister or an urban transit authority;

45. The Act is amended by adding the following after section 138:

46. The Act is amended by adding the following after section 139.

47. Subsection 152.1(1) of the Act is replaced by the following:

152.1 (1) Subject to subsection (1.1), whenever a public passenger service provider and a railway company or a province are unable to agree in respect of any matter raised in the context of the negotiation of any agreement concerning the use of the railway company’s railway, land, equipment, facilities or services by the public passenger service provider, or the operation of additional services by the public passenger provider, or concerning the conditions, or the amount to be paid, for that use or operation, the public passenger service provider may, after reasonable efforts to resolve the matter have been made, apply to the Agency to decide the matter.

48. Subsection 152.2(1) of Act is replaced by the following:

152.2 (1) If, pursuant to an application made under subsection 152.1(1) or (1.1), the Agency fixes the amount to be paid by the public passenger service provider for the use of any of the railway company’s railway, land, equipment, facilities or services, that amount must reflect the cost associated with the public passenger service provider’s use of that railway, land or equipment or those facilities or services.

49. Subsection 152.4(1) of the Act is replaced by the following:

152.4 (1) A railway company or a public passenger service provider must provide to any person who requests it, subject to subsection (2), a copy of any agreement entered into before the day on which this section comes into force

concerning the use of the railway company’s railway, land, equipment, facilities or services.

50. The Act is amended by adding the following after section 152.4:

51. The Act is amended by replacing “VIA Rail Canada Inc.” with “VIA Rail Canada” wherever it occurs in the following provisions:

(a) subsection 144.1(2); and

(b) paragraph 144.1(3)(a).

TERMINOLOGY CHANGES

52. A reference in any other Act of Parliament, regulation, agreement or other instrument to “VIA Rail Canada Inc.” is replaced by a reference to “VIA Rail Canada”.

COMING INTO FORCE

53. This Act comes into force 12 months after the day on which it receives royal assent or on an earlier day that is fixed by order of the Governor in Council.