Short Title

Marginal note:Short title

1 This Act may be cited as the Asia-Pacific Foundation of Canada Act.

Foundation Established

Marginal note:Foundation established

2 There is hereby established a corporation to be known as the Asia-Pacific Foundation of Canada, in this Act referred to as the “Foundation”.

Purpose of Foundation

Marginal note:Purpose of Foundation

3 The purpose of the Foundation is to develop closer ties between the peoples and institutions of Canada and the peoples and institutions of the Asia-Pacific region by

• (a) promoting mutual awareness and understanding of the cultures, histories, religions, philosophies, languages, life styles and aspirations in the Asia-Pacific region and Canada and their effects on each other’s societies;

• (b) supporting development cooperation between organizations, institutions and associations in Canada and in the Asia-Pacific region;

• (c) promoting collaboration among organizations, institutions and associations in private and public sectors in Canada and in the Asia-Pacific region;

• (d) promoting closer economic and commercial ties between Canada and the Asia-Pacific region;

• (e) promoting, in Canada, scholarship in and expertise on economic, cultural, social and other subjects relating to the Asia-Pacific region, and in the Asia-Pacific region, scholarship in and expertise on economic, cultural, social and other subjects relating to Canada; and

• (f) collecting information and ideas relating to Canada and the Asia-Pacific region and disseminating such information and ideas within Canada and the Asia-Pacific region.

Powers

Marginal note:Powers

4 The Foundation has the capacity of a natural person and, without restricting the generality of the foregoing, the Foundation may,

• (a) initiate, finance and administer programs and activities relevant to its purpose;

• (b) support, assist and implement programs and activities by government, public or private organizations and agencies or by individuals for the furtherance of its purpose;

• (c) enter into contracts or agreements with governments, public or private organizations and agencies or with individuals;

• (d) publish or otherwise disseminate information of all kinds related to its purpose;

• (e) sponsor or support conferences, seminars and other meetings related to its purpose;

• (f) establish, maintain and operate information and data centres and facilities for research and other activities related to its purpose;

• (g) establish and award scholarships or fellowships for study related to its purpose;

• (h) give recognition, by such means as it deems appropriate, for outstanding contributions to the development of Canada’s relationship with countries of the Asia-Pacific region;

• (i) acquire and hold real property or any interest therein and sell or otherwise dispose of the same;

• (j) acquire any property, money or securities by gift, bequest or otherwise, and hold, expend, invest, administer or dispose of any such property, money or securities subject to the terms, if any, on which the property, money or securities is given, bequeathed or otherwise made available to the Foundation;

• (k) expend, for the purpose of the Foundation, such moneys as may be appropriated by Parliament or by any other government for the activities of the Foundation or received by it through the conduct of its operations;

• (l) expend, for the purposes of the Foundation, all amounts received from individuals, corporations and organizations as contributions to the Foundation for its activities; and

• (m) do such other things as are conducive to the fulfilment of its purpose and to the exercise of its powers.

Marginal note:Capacity in Canada

5 The Foundation may carry on its activities throughout Canada.

Marginal note:Extraterritorial capacity

6 The Foundation has the capacity to carry on its activities and affairs and to exercise its powers in any jurisdiction outside Canada to the extent that the laws of that jurisdiction permit.

Organization

Marginal note:Board of Directors

7 The affairs of the Foundation shall be managed by a Board of Directors, in this Act referred to as the "Board", consisting of a Chairman and not more than thirty other directors appointed in accordance with this Act whose background or experience would assist the Foundation in the fulfilment of its purpose.

Marginal note:First members of the Board

8 The first members of the Board shall consist of the Chairman and nine other directors to be appointed by the Governor in Council for terms not exceeding three years.

Marginal note:Appointment to the Board

9 Except for the first directors appointed pursuant to section 8, vacant positions on the Board shall be filled in accordance with the following:

• (a) the Chairman and up to nine directors may be appointed by the Governor in Council after consultation by the Minister of Foreign Affairs with the Board;

• (b) subject to section 10, up to twenty directors may be appointed by the Board after consultations with the governments of the provinces and any interested individuals, corporations and organizations; and

• (c) one seat on the Board shall be reserved for the President of the Foundation appointed pursuant to section 17.

Marginal note:Appointments from provinces

10 When considering the appointment to the Board pursuant to paragraph 9(b) of any person put forward by the government of a province, the Board shall, subject to such criteria as it may establish for the purpose, have regard to the amounts contributed to the Foundation by that province.

Marginal note:Term of office

11 The term of office of every director appointed in accordance with paragraphs 9(a) and (b) may not exceed three years.

Marginal note:Re-appointment

12 Subject to section 20, every director, including the Chairman, whose term of office has expired is eligible for re-appointment to the Board in the same or another capacity but no person may be appointed to the Board more than three times.

General

Marginal note:Role of Chairman

13 The Chairman shall preside at meetings of the Board and may perform such other duties as are assigned to him by the Board.

Marginal note:Vice-Chairman

14 The Board may elect from among its members a Vice-Chairman who, in the event of the absence or incapacity of the Chairman, or if the office of Chairman is vacant, has all the duties and functions of the Chairman.

Marginal note:Principal office

15 The principal office of the Foundation shall be in Vancouver.

Marginal note:Meetings

16 The Board shall meet at such times and places as the Chairman deems necessary, but it shall meet at least twice in each year, with at least one meeting at the principal office of the Foundation.

President and Staff

Marginal note:Appointment and role

17 The Board shall appoint a President of the Foundation who shall have supervision over and direction of the activities and staff of the Foundation.

Marginal note:If appointed from Board

18 Where the President is appointed from among the members of the Board, another director may be appointed in his place in accordance with paragraphs 9(a) or (b), as the case may be.

Marginal note:Term of office

19 The term of office of the President may not exceed three years, but the Board may remove the President from office at any time.

Marginal note:Re-appointment

20 A President whose term of office has expired is eligible for re-appointment in that capacity.

Marginal note:Acting President

21 The Board may authorize any director of the Board or any officer or employee of the Foundation to act as President in the event that the President is absent or incapacitated or if the office of the President is vacant.

Remuneration and Expenses

Marginal note:Chairman and other directors

22 The Chairman and the other directors, other than the President, shall serve without remuneration, but may be paid such travel and living expenses while absent from their ordinary place of residence in connection with the activities of the Foundation as are fixed by by-law of the Board.

Marginal note:President

23 The President shall be paid such remuneration and expenses as are fixed by the Board.

Marginal note:Acting President

24 An acting President shall be paid such remuneration and expenses as are fixed by the Board.

Committees

Marginal note:Committees

25 The Board may appoint an Executive Committee or advisory or other committees under such terms and conditions as the Board may by by-law provide.

By-laws

Marginal note:By-laws

26 The Board may make by-laws respecting,

• (a) the procedure in all business at meetings of the Board or its committees, if any;

• (b) the expenses to be paid to the members of the Board;

• (c) the constitution of committees appointed pursuant to section 25, the role and duties of those committees and the expenses, if any, to be paid to the members of those committees;

• (d) the employment or engagement and the remuneration, expenses and duties of officers, employees and agents of the Foundation;

• (e) membership in the Foundation;

• (f) the appointment of patrons and honorary officers of the Foundation; and

• (g) generally, the conduct and management of the affairs of the Foundation.

Status of Foundation

Marginal note:Not agent of Her Majesty

27 The Foundation is not an agent of Her Majesty and the Chairman, the other directors, the President and the officers and employees of the Foundation are not part of the public service of Canada.

Registered Charity

Marginal note:Foundation deemed registered charity

28 Subject to section 29, the Foundation shall, for the purposes of the Income Tax Act, be deemed to be a registered charity within the meaning of that expression for the purposes of that Act.

Marginal note:Ceases to be registered charity

29 The Foundation shall, for all purposes, cease to be deemed to be a registered charity within the meaning of the Income Tax Act if the aggregate of amounts for which it has issued receipts that contain prescribed information pursuant to that Act are not used in accordance with the provisions of that Act governing expenditures by charitable organizations.

Marginal note:Profits

30 Subject to any by-law of the Foundation providing for the payment of any expenses to the members of the Board or any remuneration to the officers, employees and agents of the Foundation, any profits of the Foundation or accretions to the value of the property of the Foundation shall be used to further the activities of the Foundation and no part of the property or profits of the Foundation may be distributed, directly or indirectly, to any member of the Board or member of the Foundation.

Financial

Marginal note:Payment to Foundation

31 The Minister of Finance shall, out of the Consolidated Revenue Fund, pay to the Foundation for its activities the sum of five million dollars, one million dollars of which shall be paid on June 14, 1984 and the remainder of which shall be paid in the four years following June 14, 1985.

Marginal note:Charges in Accounts of Canada

32 Amounts paid to the Foundation pursuant to section 31 shall be charged to such account in the accounts of Canada as the Minister of Foreign Affairs may specify.

Marginal note:Additional amounts

33 Nothing in section 31 precludes the Government of Canada from making additional grants or contributions to the Foundation from time to time.

Dissolution

Marginal note:Dissolution

34 In the event of the dissolution of the Foundation, any property of the Foundation that remains after the payment of its debts and liabilities or after the making of an adequate provision for the payment of its debts and liabilities shall be transferred to the Government of Canada and to the governments of the provinces on a pro rata basis having regard to their total contributions to the Foundation.

Audit

Marginal note:Audit

35 The accounts and financial transactions of the Foundation shall be audited annually by a qualified independent auditor designated by the Board and a report of the audit shall be made to the Board.

Report

Marginal note:Annual report to be made

36 The President shall, within four months after the end of each fiscal year of the Foundation, submit to the Board a report of the activities of the Foundation for that year, including the financial statements of the Foundation and the auditor’s report thereon, and the Board shall make the report available for public scrutiny at the principal office of the Foundation.

Review

Marginal note:Review

37 As soon as possible after June 14, 1988, the Board and the Secretary of State for External Affairs shall jointly evaluate the Foundation’s activities and organization and submit a report to Parliament thereon including a statement of any changes the Board and the Secretary of State for External Affairs would jointly recommend.