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Version of document from 2003-06-19 to 2005-03-31:

Budget Implementation Act, 1998

S.C. 1998, c. 21

Assented to 1998-06-18

An Act to implement certain provisions of the budget tabled in Parliament on February 24, 1998

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

Short Title

Marginal note:Short title

 This Act may be cited as the Budget Implementation Act, 1998.

PART 1Canada Millennium Scholarship Foundation

Interpretation

Marginal note:Definitions

  •  (1) The definitions in this subsection apply in this Part.

    auditor

    vérificateur

    auditor means the auditor for the Foundation appointed under section 40. (vérificateur)

    Board

    conseil

    Board means the Board of Directors of the Foundation. (conseil)

    Chairperson

    président

    Chairperson means the Chairperson of the Board appointed under paragraph 8(2)(a). (président)

    director

    administrateur

    director means a person who is on the Board and includes the Chairperson. (administrateur)

    eligible institution

    établissement admissible

    eligible institution means

    • (a) a public post-secondary educational institution in Canada that grants degrees, certificates or diplomas; or

    • (b) a private post-secondary educational institution in Canada that grants degrees, certificates or diplomas and that is determined by the Foundation to be an eligible institution. (établissement admissible)

    employee or agent of Her Majesty in right of a province

    employé ou mandataire de Sa Majesté du chef d’une province

    employee or agent of Her Majesty in right of a province does not include an employee or agent of Her Majesty in right of a province whose duties and functions as such an employee or agent are restricted to work in an eligible institution. (employé ou mandataire de Sa Majesté du chef d’une province)

    fiscal year

    exercice

    fiscal year means the fiscal year of the Foundation as determined in accordance with its by-laws. (exercice)

    Foundation

    fondation

    Foundation means the Canada Millennium Scholarship Foundation established by section 3. (fondation)

    full-time studies

    études à temps plein

    full-time studies means a course load that is determined by the Foundation to be a full-time course load. (études à temps plein)

    member

    membre

    member means a person who is a member of the Foundation. (membre)

    Ministers

    ministres

    Ministers means the Minister of Human Resources Development and the Minister of Finance. (ministres)

    part-time studies

    études à temps partiel

    part-time studies means a course load that is determined by the Foundation to be a part-time course load. (études à temps partiel)

    provincial minister

    ministre provincial

    provincial minister, in respect of a province, means the province’s minister of the Crown who has primary responsibility for that province’s post-secondary education. (ministre provincial)

    special resolution

    résolution extraordinaire

    special resolution of the members means a resolution passed by a majority of not less than two thirds of the votes cast by the members who voted on the resolution at a meeting of the members or signed by all the members entitled to vote on the resolution. (résolution extraordinaire)

  • Marginal note:Public post-secondary educational institutions

    (2) For the purposes of this Part, a public post-secondary educational institution is considered to be public if the Foundation is of the opinion that a substantial part of its funding comes from a provincial government.

Establishment of Foundation

Marginal note:Foundation incorporated

 A corporation without share capital is established, to be called the Canada Millennium Scholarship Foundation, consisting of its members and directors.

Marginal note:Foundation not agent of Her Majesty

 The Foundation is not an agent of Her Majesty.

Marginal note:Objects and purposes of Foundation

  •  (1) The objects and purposes of the Foundation are to grant scholarships to students who are in financial need and who demonstrate merit, in order to improve access to post-secondary education so that Canadians can acquire the knowledge and skills needed to participate in a changing economy and society.

  • Marginal note:Fair and equitable manner

    (2) The Foundation shall grant scholarships in a fair and equitable manner across Canada.

Marginal note:Capacity

 For the purposes of carrying out its objects and purposes, the Foundation has the capacity and, subject to this Part, the rights, powers and privileges of a natural person.

Marginal note:Canada Corporations Act

  •  (1) The Canada Corporations Act, chapter C-32 of the Revised Statutes of Canada, 1970, does not apply to the Foundation.

  • Marginal note:Canada Business Corporations Act

    (2) The following provisions of the Canada Business Corporations Act apply, with any modifications that the circumstances require, to the Foundation and its directors, members, officers and employees as if the Foundation were a corporation incorporated under that Act, this Part were its articles of incorporation and its members were its shareholders:

    • (a) section 16 (by-law not required to confer powers on Foundation, restriction on powers of Foundation, and validity of acts of Foundation);

    • (b) subsection 21(1) (access to Foundation’s records by members and creditors);

    • (c) section 23 (corporate seal not needed to validate instrument);

    • (d) subsections 103(1) to (4) (powers of directors to make and amend by-laws, members’ approval of by-laws and effective date of by-laws);

    • (e) subsection 105(1) (qualifications of directors);

    • (f) subsection 108(2) (resignation of director);

    • (g) section 110 (right of director to attend members’ meetings and statements by retiring directors);

    • (h) subsections 114(1) and (2) (place of directors’ meetings and quorum);

    • (i) section 116 (validity of acts of directors and officers);

    • (j) section 117 (validity of directors’ resolutions not passed at meeting);

    • (k) section 120 (conflict of director’s interests);

    • (l) section 123 (directors’ dissents);

    • (m) section 155 (financial statements);

    • (n) section 158 (approval of financial statements by directors);

    • (o) section 159 (sending financial statements to members before annual meeting and penalty for failure);

    • (p) section 161 (qualifications of auditor);

    • (q) section 168 (rights and duties of auditor);

    • (r) section 169 (examinations by auditor);

    • (s) section 170 (right of auditor to information);

    • (t) subsections 171(3) to (9) (duty and administration of audit committee and penalty for failure to comply);

    • (u) section 172 (qualified privilege in defamation for auditor’s statements); and

    • (v) subsections 257(1) and (2) (certificates of Foundation as evidence).

  • Marginal note:Description with cross-references

    (3) The descriptive words in parentheses that follow the reference to a provision of the Canada Business Corporations Act in subsection (2) form no part of that subsection but are inserted for convenience of reference only.

Directors

Marginal note:Board of Directors

  •  (1) There shall be a Board of Directors of the Foundation that shall supervise the management of the business and affairs of the Foundation and, subject to the by-laws of the Foundation, exercise all its powers.

  • Marginal note:Appointment of directors

    (2) Subject to subsection (3), the Board consists of

    • (a) a Chairperson of the Board appointed by the Governor in Council on the recommendation of the Ministers;

    • (b) five persons, one of whom shall be a student attending an eligible institution, appointed by the Governor in Council on the recommendation of the Ministers; and

    • (c) nine persons appointed by the members, in accordance with the by-laws of the Foundation, after taking reasonable steps to consult with the provincial ministers and with representatives of post-secondary educational and learning organizations in Canada that the members consider appropriate.

  • Marginal note:Eligibility for directors

    (3) A person is not eligible to be appointed a director if the person

    • (a) is a member of the Senate, the House of Commons or the legislature of a province;

    • (b) is an employee or agent of Her Majesty in right of Canada or a province;

    • (c) does not reside in Canada; or

    • (d) does not meet the qualifications set out in subsection 105(1) of the Canada Business Corporations Act.

  • Marginal note:Initial organization

    (4) If the Chairperson is appointed before directors have been appointed under paragraph (2)(c), the Chairperson and the other directors, if any, that may have been appointed under paragraph (2)(b) constitute the Board until directors are appointed under paragraph (2)(c), and they may

    • (a) undertake the organization of the Foundation including the appointment of officers and employees;

    • (b) make banking arrangements for the Foundation;

    • (c) enact organizational by-laws for the Foundation; and

    • (d) receive on behalf of the Foundation any moneys paid to the Foundation.

  • Marginal note:Limitation on initial organization

    (5) Until directors are appointed under paragraph (2)(c), the Foundation shall not grant any scholarships from or out of the funds of the Foundation.

  • Marginal note:Foundation not owned by Crown

    (6) The operation of the Foundation under subsection (4) by the Chairperson and directors, if any, appointed under paragraph (2)(b) shall not, notwithstanding subsection 83(2) of the Financial Administration Act, result in the Foundation being considered, for the purposes of Part X of that Act or for any other purpose, to be wholly owned directly by Her Majesty in right of Canada.

Marginal note:Terms of office of Governor in Council appointees

  •  (1) Subject to subsection (3), the Chairperson and the directors appointed under paragraph 8(2)(b) shall be appointed to hold office during pleasure for terms of five years but, except if they cease to be directors under subsection (6), they shall continue to hold office until their successors are appointed.

  • Marginal note:Terms of office of other directors

    (2) Subject to subsection (3), the directors appointed under paragraph 8(2)(c) shall hold office for terms of five years, but they may be removed from office by a special resolution of the members and, except if they cease to be directors under subsection (6), they shall continue to hold office until their successors are appointed.

  • Marginal note:Term of first directors

    (3) Of the first directors appointed under subsection 8(2), including the Chairperson, one-third shall be appointed for terms of six years, one-third shall be appointed for five years and one-third shall be appointed for four years but, except if they cease to be directors under subsection (6), they shall continue to hold office until their successors are appointed.

  • Marginal note:Additional terms of office

    (4) A director is eligible to be reappointed for one or more additional terms of office. If a first director is reappointed, the new term of office shall be five years.

  • Marginal note:Replacements

    (5) A person appointed to fill a vacancy in the office of a director who has ceased to hold the office before the expiry of the director’s term of office shall be appointed to hold office for the unexpired portion of that term.

  • Marginal note:Ceasing to be director

    (6) A director ceases to be a director when

    • (a) the director

    • (b) in the case of a director appointed by the Governor in Council, the appointment is terminated by the Governor in Council before the expiry of the term of the appointment; or

    • (c) in the case of a director appointed by the members, the director

      • (i) is removed from office before the expiry of the term by a special resolution of the members,

      • (ii) is appointed to the Senate,

      • (iii) is elected to the House of Commons or the legislature of a province, or

      • (iv) becomes an employee or agent of Her Majesty in right of Canada or a province.

  • Marginal note:Reappointments and new appointments

    (7) Any reappointment or new appointment of a director, including an appointment to fill a vacancy, shall be made in accordance with subsection 8(2).

Marginal note:Composition of Board

 The appointment of directors shall be made so as to ensure that

  • (a) the Board is knowledgeable about post-secondary education and learning in Canada and the needs of the Canadian economy; and

  • (b) the directors are drawn from the various regions of Canada.

Marginal note:Remuneration for directors

  •  (1) From and out of the funds of the Foundation, the directors may be paid remuneration for acting as directors in amounts determined by the Board not exceeding maximum amounts prescribed by regulation and they may be reimbursed for any reasonable expenses incurred by them in performing their duties or attending meetings of the Board or of members.

  • Marginal note:Directors not to profit

    (2) Except as provided in subsection (1), no director shall profit or gain any income or acquire any property from the Foundation or its activities.

Members

Marginal note:Membership

  •  (1) There shall be 15 members of the Foundation.

  • Marginal note:First members

    (2) On this Act receiving royal assent, the Governor in Council, on the recommendation of the Ministers, shall without delay appoint six persons as members of the Foundation.

  • Marginal note:First meeting

    (3) As soon as possible after the appointment of the six members under subsection (2), the Ministers shall make arrangements for a first meeting of those members.

  • Marginal note:Appointing balance of first members

    (4) The six members appointed under subsection (2) shall as soon as possible after their appointment take reasonable steps to consult with the provincial ministers, and with representatives of post-secondary educational and learning organizations in Canada that they consider appropriate and, following those consultations, appoint nine further members of the Foundation.

  • Marginal note:Appointment of successor members

    (5) The appointment of a person as a member to succeed a person whose term as a member expires shall be made by the members at a general meeting of members.

  • Marginal note:Filling vacancies

    (6) The appointment of a person as a member to fill a vacancy in the membership caused by a person ceasing to be a member before the member’s term as a member expires shall be made by the members at a general meeting of members.

  • Marginal note:Eligibility for members

    (7) A person is not eligible to be appointed a member if the person

    • (a) is a member of the Senate, the House of Commons or the legislature of a province;

    • (b) is an employee or agent of Her Majesty in right of Canada or a province;

    • (c) is a director;

    • (d) does not reside in Canada; or

    • (e) does not meet the qualifications set out in subsection 105(1) of the Canada Business Corporations Act.

Marginal note:Terms of members

  •  (1) Subject to subsection (2), the members shall be appointed to hold office for terms of five years, but they may be removed from office by a special resolution of the members and, except if they cease to be members under subsection (5), they shall continue to hold office until their successors are appointed.

  • Marginal note:Terms of first members

    (2) Of the members appointed under subsections 12(2) and (4), one-third shall be appointed for terms of six years, one-third shall be appointed for five years and one-third shall be appointed for four years but, except if they cease to be members under subsection (5), they shall continue to hold office until their successors are appointed.

  • Marginal note:Additional terms of office

    (3) A member is eligible to be reappointed for one or more terms of office. If a member appointed under subsection 12(2) or (4) is reappointed, the new term of office shall be five years.

  • Marginal note:Replacements

    (4) A person appointed to fill a vacancy in the office of a member who has ceased to hold the office before the expiry of the member’s term of office shall be appointed to hold office for the unexpired portion of that term.

  • Marginal note:Ceasing to be member

    (5) A member ceases to be a member when the member

    • (a) dies;

    • (b) resigns;

    • (c) is appointed to the Senate;

    • (d) is elected to the House of Commons or to the legislature of a province;

    • (e) is appointed a director;

    • (f) becomes an employee or agent of Her Majesty in right of Canada or a province;

    • (g) ceases to reside in Canada;

    • (h) no longer meets the qualifications set out in subsection 105(1) of the Canada Business Corporations Act; or

    • (i) is removed from office by a special resolution of the members.

Marginal note:Composition of membership

 The appointment of members shall be made so as to ensure that

  • (a) the membership is knowledgeable about post-secondary education and learning in Canada and the needs of the Canadian economy; and

  • (b) members are drawn from the various regions of Canada.

Marginal note:No remuneration for members

  •  (1) The members are not entitled to be paid any remuneration for acting as members but they may be reimbursed for any reasonable expenses incurred by them in performing their duties or attending meetings of the members.

  • Marginal note:Members not to profit

    (2) Except as provided in subsection (1), no member shall profit or gain any income or acquire any property from the Foundation or its activities.

Staff

Marginal note:Staff

  •  (1) The Board may appoint officers, employees and agents of the Foundation to carry out the objects and purposes of the Foundation.

  • Marginal note:Designation of offices

    (2) Subject to the by-laws of the Foundation, the Board may designate the offices of the Foundation and specify the duties and functions of each office.

  • Marginal note:Directors not employees or agents

    (3) Directors and members are not eligible to be employed as employees or agents of the Foundation.

  • Marginal note:Not part of public service of Canada

    (4) The directors, members, officers, employees and agents of the Foundation are not, because of being a director, member, officer, employee or agent of the Foundation, part of the public service of Canada.

Duty of Care

Marginal note:Duty of care

 Every director and officer of the Foundation, in exercising any of the powers of a director or an officer and in discharging any of the duties of a director or an officer, shall

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

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

Indemnification

Marginal note:Indemnification

 Except in respect of an action by or on behalf of the Foundation to procure a judgment in its favour, the Foundation may indemnify a present or former director or officer of the Foundation against all costs, charges and expenses, including amounts paid to settle an action or to satisfy a judgment, that are reasonably incurred by the director or officer in respect of any civil, criminal or administrative action or proceeding to which the director or officer is a party by reason of being or having been a director or officer of the Foundation, if

  • (a) the director or officer acted honestly and in good faith with a view to the best interests of the Foundation; and

  • (b) in the case of a criminal or administrative action or proceeding enforced by a monetary penalty, the director or officer had reasonable grounds for believing that the impugned conduct was lawful.

Marginal note:Insurance

 The Foundation may purchase and maintain insurance for the benefit of any director or officer of the Foundation against any liability incurred by the director or officer in the capacity of a director or officer of the Foundation, except if the liability relates to a failure to act honestly and in good faith with a view to the best interests of the Foundation.

Financial Operations

Marginal note:Administrative expenses

  •  (1) From and out of its funds, the Foundation may pay salaries and wages of its officers and employees, rent for its accommodations, remuneration for its directors and agents, reimbursement to the directors and members for their reasonable expenses, and other costs and expenses of carrying on the business and affairs of the Foundation.

  • Marginal note:Duty to keep costs low

    (2) The Foundation shall make every effort to keep the costs and expenses of carrying on its business and affairs as low as reasonably possible.

Marginal note:Donations to Foundation

  •  (1) Subject to subsection (3), the Foundation may accept donations of money.

  • Marginal note:Use of donations

    (2) All money donated to the Foundation, and any income arising from the investment of the money, shall be used by the Foundation in carrying out its objects and purposes.

  • Marginal note:Conditional donations

    (3) The Foundation shall not accept a donation of money that is made on the condition that the Foundation use the money or any income arising from the investment of the money for any purpose that is not within the objects and purposes of the Foundation.

  • Marginal note:Exception

    (4) Subsection (3) does not apply if the conditions of a donation of money merely restrict or direct the manner of investing the money until it can be used to grant scholarships.

Marginal note:Investment policies

 The Board shall establish investment policies, standards and procedures that a reasonably prudent person would apply in respect of a portfolio of investments to avoid undue risk of loss and obtain a reasonable return, having regard to the Foundation’s obligations and anticipated obligations.

Marginal note:Investments

  •  (1) Subject to any conditions of a donation restricting the investment of the money donated until it can be used to grant scholarships, the Foundation shall invest its funds, and reinvest any income from those funds, in accordance with the investment policies, standards and procedures established by the Board.

  • Marginal note:Incorporation of other corporations

    (2) The Foundation shall not cause any corporation to be incorporated or participate in the incorporation of a corporation or become a partner in a partnership.

  • Marginal note:Control of corporation

    (3) The Foundation shall not carry on any business for gain or profit otherwise than in the investment of its funds, and shall not hold or acquire a controlling interest in any corporation or enterprise.

Marginal note:Borrowing prohibited

  •  (1) The Foundation shall not borrow money, issue any debt obligations or securities, give any guarantees to secure a debt or other obligation of another person or mortgage, pledge or otherwise encumber property of the Foundation.

  • Marginal note:Real property

    (2) The Foundation shall not purchase or accept a donation of real property.

Marginal note:Delegation by directors

  •  (1) Subject to subsection (2), the Board may delegate to the Chairperson, a committee of directors or an officer of the Foundation any of the powers or rights of the Board.

  • Marginal note:Restrictions on delegation

    (2) The Board shall not delegate any power or right of the Board

    • (a) to enact, amend or repeal by-laws;

    • (b) to authorize the granting of scholarships;

    • (c) to appoint directors to, or fill vacancies on, a committee of the Board;

    • (d) to appoint officers of the Foundation or fix their remuneration;

    • (e) to accept donations;

    • (f) to approve the financial statements or reports of the Foundation; or

    • (g) to submit to the members any matter requiring the approval of the members.

Scholarships

Marginal note:Ten year period

 Subject to the amounts required to pay the costs and expenses of carrying on its business and affairs, the Foundation shall make every reasonable effort to grant the amount paid to it under section 46, and any income arising from the investment of the amount, as scholarships over a ten year period beginning on the day the Foundation grants its first scholarship.

Marginal note:Foundation may grant scholarships

  •  (1) From and out of its funds, the Foundation may, subject to subsection (2), grant scholarships only to persons who

    • (a) are Canadian citizens or permanent residents within the meaning of subsection 2(1) of the Immigration and Refugee Protection Act;

    • (b) are enrolled at an eligible institution as a full-time student or part-time student;

    • (c) are pursuing studies that lead to a degree, certificate or diploma from that institution, other than a degree, certificate or diploma for a program of studies beyond the undergraduate university level; and

    • (d) are in financial need and demonstrate merit.

  • Marginal note:Exceptional merit

    (2) The Foundation may, in any year, grant up to five percent of the funds it expects to grant as scholarships in the year to persons who meet the requirements mentioned in paragraphs (1)(a) to (c) and who demonstrate exceptional merit even if those persons are not in financial need.

  • 1998, c. 21, s. 27
  • 2001, c. 27, s. 207

Marginal note:Scholarships to complement provincial programs

 The Foundation shall grant scholarships in a manner that complements existing provincial student financial assistance programs and that avoids duplication with the processes of those programs, to the extent that it is possible to do so.

Marginal note:Agreements with the provinces

  •  (1) If the Foundation is satisfied that it is consistent with its objects and purposes to do so, the Foundation may enter into an agreement with a provincial minister respecting

    • (a) criteria for the determination of financial need and merit; and

    • (b) the provision to the Foundation of names of residents of the province who are determined under those criteria to be qualified to receive a scholarship from the Foundation and any supporting information that the Foundation considers appropriate.

  • Marginal note:Interprovincial mobility

    (2) In entering into an agreement, the Foundation shall ensure that no person is disqualified from being considered for a scholarship merely because the person intends to pursue studies in a province other than the person’s ordinary province of residence.

  • Marginal note:Residence

    (3) For the purpose of this section, a person who does not reside in Canada is deemed to reside in the province where the person last resided.

Marginal note:Maximum duration of each scholarship

  •  (1) Each scholarship may be granted for a period of not more than twelve months.

  • Marginal note:Total number of months where full-time studies

    (2) The total number of months of study in respect of which scholarships may be granted to a person who is engaged in full-time studies is thirty-two months. The months of study need not be consecutive.

  • Marginal note:Total number of months where part-time studies

    (3) The total number of months of study in respect of which scholarships may be granted to a person who is engaged in part-time studies is the number of months that the Foundation considers appropriate in the circumstances, taking into account the total number of months of study in respect of which scholarships may be granted to a person who is engaged in full-time studies.

Marginal note:Total amount of all scholarships

  •  (1) The total amount any person may receive as scholarships is $15,000.

  • Marginal note:Adjustment

    (2) The total amount referred to in subsection (1) may be adjusted by the Foundation when the Foundation considers it necessary to do so in order to maintain the value of that total amount.

  • Marginal note:Notice of adjusted amount

    (3) If the total amount is adjusted, the Foundation shall publish a notice of the adjusted amount in any manner that it considers appropriate.

Marginal note:Special considerations

 In determining the amount of a scholarship, the Foundation shall take into account, among other things, whether the person receiving the scholarship will be incurring higher costs because the person will be

  • (a) attending an eligible institution outside the person’s ordinary region or province of residence; or

  • (b) pursuing studies for a limited period outside Canada while enrolled in a program of studies at an eligible institution.

Marginal note:Payment

 A scholarship may be paid in a lump sum or in periodic payments.

Marginal note:Terms and conditions

 The Foundation may grant a scholarship on any terms and conditions that it considers appropriate.

Records

Marginal note:Books of account

  •  (1) The Board shall cause books of account and other records to be kept and shall establish financial and management controls, information systems and management practices that will ensure that the business and affairs of the Foundation are carried on, and the financial, human and physical resources of the Foundation are managed, effectively, efficiently and economically.

  • Marginal note:Information systems

    (2) The books of account and other records of the Foundation shall be maintained in such a way that they will show that the assets of the Foundation are properly protected and controlled and that its business and affairs are carried on in compliance with this Part, and in particular, in such a way that they will show

    • (a) the description and book value of every investment of the Foundation; and

    • (b) the names of persons who have received, or are about to receive, scholarships and the amount of the scholarships.

Reports and Consideration of Reports

Marginal note:Annual reports

 The Foundation shall, within six months after the end of each fiscal year, prepare an annual report in both official languages of its activities during the year and include in the report

  • (a) its financial statements for the year as approved by the Board and the report of the auditor respecting those statements;

  • (b) a detailed statement of its investment activities during the year, its investment portfolio as at the end of the year and its investment policies, standards and procedures;

  • (c) a statement of the Foundation’s plans for fulfilling its objects and purposes for the year and the next year; and

  • (d) an evaluation of the results achieved by the granting of scholarships during the year.

Marginal note:Five year review

 Within one year after the fourth anniversary of the coming into force of this Part, the Foundation shall cause a review and report to be made of its activities and organization.

Marginal note:Consideration of report by members

  •  (1) Before a report under section 36 or 37 is distributed to the public, it shall be approved by the Board and by the members at a meeting of the members.

  • Marginal note:Distribution of report

    (2) After a report under section 36 or 37 is approved, it shall be made public and a copy of it shall be sent to the Ministers and to the provincial ministers. The Minister of Human Resources Development shall cause a copy of the report to be laid before each House of Parliament on any of the first 15 days on which that House is sitting after that Minister receives it.

Marginal note:Public meeting

  •  (1) After it publishes a report under section 36 or 37, the Foundation shall convene a meeting of the members, open to the public, at a city in Canada selected by the Board to consider the report and other matters in relation to the Foundation’s activities during the period to which the report relates.

  • Marginal note:Notice of meeting

    (2) At least 30 days before the date of a public meeting, the Foundation shall give notice of the date, time and place of the meeting in accordance with its by-laws.

Audit

Marginal note:Auditor

  •  (1) The members, at their first meeting in each fiscal year, shall appoint an auditor for the Foundation for the fiscal year and fix, or authorize the Board to fix, the auditor’s remuneration.

  • Marginal note:Qualifications of auditor

    (2) The auditor shall be

    • (a) a natural person who

      • (i) is a member in good standing of an institute or association of accountants incorporated by or under an Act of the legislature of a province,

      • (ii) has at least five years experience at a senior level in carrying out audits,

      • (iii) is ordinarily resident in Canada, and

      • (iv) is independent of the Board, the directors and the officers of the Foundation; or

    • (b) a firm of accountants at least one of the members or employees of which is jointly designated by the Board and the firm to conduct on behalf of the firm the audit of the books and records of the Foundation and who meets the qualifications set out in paragraph (a).

  • Marginal note:Continuation of auditor

    (3) If an auditor is not appointed at the first meeting of the members in a fiscal year, the auditor for the preceding fiscal year continues in office until a successor is appointed.

  • Marginal note:Removal of auditor

    (4) The members may, by a special resolution of the members, remove an auditor from office.

  • Marginal note:Ceasing to hold office

    (5) An auditor ceases to hold office when the auditor

    • (a) dies;

    • (b) resigns; or

    • (c) is removed from office under subsection (4).

  • Marginal note:Replacement

    (6) The members, at a meeting of the members, may appoint an auditor to fill any vacancy in the office of the auditor, but if the members fail to fill the vacancy at a meeting, or if no meeting of the members is convened without delay after the vacancy occurs, the Board may appoint an auditor.

  • Marginal note:Unexpired term

    (7) An auditor appointed to fill a vacancy in the office holds office for the unexpired term of the predecessor in the office.

Marginal note:Auditor’s report

  •  (1) The auditor for a fiscal year shall, as soon as possible after the end of the fiscal year, complete the audit of the financial statements of the Foundation and submit a report of the audit to the members.

  • Marginal note:Consideration of report

    (2) A meeting of the members shall be convened to consider the auditor’s report and at the meeting the members shall, by resolution, receive the report.

Marginal note:Audit committee

  •  (1) The Board shall appoint an audit committee, consisting of not fewer than three directors, and fix the duties and functions of the committee.

  • Marginal note:Internal audit

    (2) In addition to any other duties and functions it is required to perform, the audit committee shall cause internal audits to be conducted to ensure compliance by the officers and employees of the Foundation with management and information systems and controls established by the Board.

Winding-up

Marginal note:Property to be divided

  •  (1) On the winding-up or dissolution of the Foundation, all its property remaining after all its debts and obligations have been satisfied shall be liquidated and the moneys arising from that liquidation shall be distributed among all public eligible institutions, to be used by them for scholarships, in such a way that each institution receives an amount that is the same proportion of those moneys that

    • (a) the number of scholarships granted to persons attending that institution in the year immediately before the year in which the Foundation is wound up or dissolved

    is of

    • (b) the number of all scholarships granted to persons attending those institutions in the year immediately before the year in which the Foundation is wound up or dissolved.

  • Marginal note:Repayment out of remaining property

    (2) Despite subsection (1), the Ministers may require the Foundation to repay out of the moneys arising from the liquidation to the Receiver General for credit to the Consolidated Revenue Fund any amount that is so repayable under the terms or conditions on which public moneys were provided to the Foundation.

  • 1998, c. 21, s. 43
  • 2003, c. 15, s. 32

General

Marginal note:Both official languages to be used

 The Foundation shall offer its services in both official languages.

Marginal note:Regulations

 The Governor in Council may make regulations respecting the maximum remuneration payable to the directors.

Donation to the Foundation

Marginal note:Donation of $2.5 billion

 From and out of the Consolidated Revenue Fund there may, on the requisition of the Minister of Finance, be paid and applied for payment to the Foundation the sum of two billion five hundred million dollars.

PART 2Authorization of Divestiture

Meaning of Corporation

 In this Part, Corporation means the Canada Development Investment Corporation.

Marginal note:Authority to sell

  •  (1) The Governor in Council may, on any terms and conditions that the Governor in Council considers appropriate, by order, authorize

    • (a) the Corporation to sell or otherwise dispose of any shares of any of its wholly-owned subsidiaries; or

    • (b) any wholly-owned subsidiary of the Corporation to sell or otherwise dispose of all or substantially all of the wholly-owned subsidiary’s assets.

  • Marginal note:Shares

    (2) For the purpose of paragraph (1)(b), “assets” of a wholly-owned subsidiary of the Corporation include shares of any other corporation held by the wholly-owned subsidiary or by any person on its behalf, or held in trust for it.

Marginal note:Transfer of administration of property

  •  (1) The Governor in Council may, by order, transfer or direct to be transferred the administration, management and control of any property, rights or interests held by any wholly-owned subsidiary of the Corporation from the wholly-owned subsidiary to any minister, department or agency of the Government of Canada.

  • Marginal note:Transfer of obligations and liabilities

    (2) The Governor in Council may, by order, transfer or direct to be the transferred any obligation or liability incurred by any wholly-owned subsidiary of the Corporation from the wholly-owned subsidiary to any minister, department or agency of the Government of Canada.

Marginal note:Procurement of dissolution

  •  (1) The Minister of Finance is hereby authorized to procure the dissolution of the Corporation.

  • Marginal note:References

    (2) On the dissolution of the Corporation, every reference to the Canada Development Investment Corporation in any deed, contract or other document executed by that Corporation shall, unless the context otherwise requires, be read as a reference to Her Majesty in right of Canada.

  • Marginal note:Closing out affairs

    (3) The Minister of Finance may do all things and perform all acts necessary for or incidental to closing out the affairs of the Corporation.

Marginal note:Commencement of legal proceedings

  •  (1) Any action, suit or other legal proceeding in respect of an obligation or liability incurred by the Corporation, or by the Minister of Finance in closing out the affairs of that corporation, may be brought against Her Majesty in right of Canada in any court that would have had jurisdiction if the action, suit or other legal proceeding had been brought against the Corporation.

  • Marginal note:Continuation of legal proceedings

    (2) Any action, suit or other legal proceeding to which the Corporation is party pending in any court on the coming into force of this section may be continued by or against Her Majesty in right of Canada in like manner and to the same extent as it could have been continued by or against the Corporation.

Marginal note:Adjustment of accounts of Canada

 The Minister of Finance, after consultation with the President of the Treasury Board, shall cause any adjustments to be made in the accounts of Canada that are required as a result of any transaction authorized or required under this Part.

 [Amendments]

Marginal note:Coming into force

Footnote * Sections 53 to 55 come into force on a day to be fixed by order of the Governor in Council.

PART 3Early Retirement — Suspension of Separation Benefit

Marginal note:Suspension of separation benefit

  •  (1) A person to whom a notice of surplus status is given between July 15, 1995 and March 31, 1998 who subsequently elects to receive an annual benefit under section 4 of the Retirement Compensation Arrangements Regulations, No. 2 and who ceases to be employed in the Public Service between June 23, 1998 and September 30, 1998 is not entitled to a separation benefit under the Work Force Adjustment Directive.

  • Marginal note:Definitions

    (2) For the purpose of subsection (1), notice of surplus status, Public Service and Work Force Adjustment Directive have the same meaning as in subsection 2(1) of the Retirement Compensation Arrangements Regulations, No. 2.

PART 4[Repealed, 2000, c. 14, s. 31]

PART 5Canada Education Savings Grants

 [Amendments]

PART 6Administration Agreements with Aboriginal Governments

 [Amendments]

PART 7Tobacco Products

 [Amendments]

PART 8Air Transportation Tax

 [Amendments]

PART 9National Child Benefit System

 [Amendments]

PART 10Student Loans

 [Amendments]

PART 11Employer’s Premium Refund

 [Amendment]

PART 12Supplement and Allowances

 [Amendments]

PART 13Financial Assistance to International Financial Institutions and Foreign States

 [Amendments]

Marginal note:Coming into force

Footnote * Sections 127 to 132 come into force on a day or days to be fixed by order of the Governor in Council.

  • Return to footnote *[Note: Sections 128 to 130 in force July 16, 1998, see SI/98-83; section 127 in force February 10, 1999, see SI/99-12.]

SCHEDULE

[Amendment]

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