Budget Implementation Act, 1997 (S.C. 1997, c. 26)

Short Title

Marginal note:Short title

1 This Act may be cited as the Budget Implementation Act, 1997.

PART ICanada Foundation for Innovation

Interpretation

Marginal note:Definitions

2 The definitions in this section apply in this Part.

auditor

auditor means the auditor for the foundation appointed under section 26. (vérificateur)

board

board means the board of directors of the foundation. (conseil)

Chairperson

Chairperson means the Chairperson of the board appointed under subsection 9(2). (président)

director

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

eligible project

eligible project means

• (a) a project carried on, or to be carried on, by an eligible recipient for the modernization, acquisition, development, operation or maintenance of research infrastructure by the recipient in Canada; or

• (b) the purchasing by an eligible recipient of access to a world-leading research facility located outside Canada or to a major international collaborative research project, including the purchasing of such access by means of a contribution toward a portion of capital costs. (travaux admissibles)

eligible recipient

eligible recipient means

• (a) a hospital, university or post-secondary college or educational institution that is situated in Canada and that carries on, or in the opinion of a majority of the directors is capable of carrying on, meaningful research; or

• (b) a non-profit organization or a trust the activities of which are primarily carried on in Canada and that carries on, or in the opinion of a majority of the directors is capable of carrying on, meaningful research. (bénéficiaire admissible)

employee or agent of Her Majesty in right of a 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 a university, a college or other educational institution or a hospital. (employé ou mandataire de Sa Majesté du chef d’une province)

fiscal year

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

foundation

foundation means the Canada Foundation for Innovation established by section 3. (fondation)

member

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

Minister

Minister means the Minister of Industry. (ministre)

non-profit organization

non-profit organization means a corporation, society, association, organization or body no part of whose income is payable to or otherwise available for the personal benefit of any of its proprietors, members or shareholders. (organisation sans but lucratif)

research

research means the attempt by careful scientific or technical enquiry, experimentation, study, observation, analysis and recording to discover new facts, knowledge and information, to develop new interpretations of facts, knowledge or information, or to discover new means of applying existing knowledge, relating to

• (a) a science;

• (b) health;

• (c) engineering; or

• (d) the environment. (recherche)

research infrastructure

research infrastructure means equipment, specimens, scientific collections, computer software, information databases, communications linkages and other intangible property used or to be used primarily for carrying on research, including housing and installations essential for the use and servicing of those things. (infrastructure de recherche)

special resolution

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)

Establishment of Foundation

Marginal note:Foundation incorporated

3 A corporation without share capital is established to be called the Canada Foundation for Innovation consisting of the members of the foundation and the directors.

Marginal note:Foundation not agent of Her Majesty

4 The foundation is not an agent of Her Majesty.

Marginal note:Objects and purposes of foundation

5 The objects and purposes of the foundation are to make grants to eligible recipients for eligible projects to increase Canada’s capability of carrying on high quality research.

Marginal note:Capacity

6 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:Head office

7 The head office of the foundation shall be in the National Capital Region described in the schedule to the National Capital Act.

Marginal note:Canada Not-for-profit Corporations Act

• 8 (1) The Canada Not-for-profit Corporations Act does not apply to the foundation.

• Marginal note:Canada Business Corporations Act

  (2) The following provisions of the Canada Business Corporations Act apply, with such modifications as 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’ meeting 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) subsection 122(1) (duty of care of directors and officers);

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

  • (n) subsections 124(1) to (6) (indemnification of directors and insurance for director’s liability);

  • (o) section 155 (financial statements);

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

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

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

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

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

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

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

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

  • (x) 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

• 9 (1) There shall be a board of directors of the foundation which 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, who is resident in Canada, appointed by the Governor in Council on the recommendation of the Minister;

  • (b) five persons, who are resident in Canada, appointed by the Governor in Council on the recommendation of the Minister; and

  • (c) seven persons, who are resident in Canada and none of whom are employees or agents of Her Majesty in right of Canada or in right of a province or members of the Senate, the House of Commons or the legislature of a province, appointed by the members in accordance with the by-laws of the foundation.

• Marginal note:Initial organization

  (3) Where the Chairperson is appointed before directors are appointed under paragraph (2)(c), the Chairperson and such other directors, if any, as may have been appointed under paragraph (2)(b) constitute the board until directors are appointed under paragraph (2)(c) and 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

  (4) Until directors are appointed under paragraph (2)(c), the board shall not make any grants from or out of the funds of the foundation or enter into any agreements or arrangements, or review any applications, for or in respect of grants to be made from or out of the funds of the foundation.

• Marginal note:Foundation not owned by Crown

  (5) The operation of the foundation under subsection (3) 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

• 10 (1) The Chairperson and the directors appointed under paragraph 9(2)(b) shall be appointed to hold office during pleasure for terms of three years but, except where they cease to be directors under subsection (4), they shall continue to hold office until their successors are appointed.

• Marginal note:Terms of office of other directors

  (2) The directors appointed under paragraph 9(2)(c) by the members shall hold office for terms of three years, but they may be removed from office by a special resolution of the members and, except where they cease to be directors under subsection (4), they shall continue to hold office until their successors are appointed.

• Marginal note:Additional terms of office

  (3) A director is eligible to be reappointed for one or more additional terms of office.

• Marginal note:Ceasing to be director

  (4) A director ceases to be a director when

  • (a) the director

    • (i) dies,

    • (ii) resigns,

    • (iii) ceases to be resident in Canada, or

    • (iv) becomes disqualified under subsection 105(1) of the Canada Business Corporations Act;

  • (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 of the appointment 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 in right of a province.

Marginal note:Director representation

11 The appointment of directors shall be made

• (a) to ensure, as far as possible, that at all times approximately one half of the directors will be representative of persons engaged in research and one half representative of the business community or non-profit organizations; and

• (b) having regard to the desirability of having directors drawn from various regions of Canada.

Marginal note:Remuneration for directors

• 12 (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 out-of-pocket 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

• 13 (1) There shall be fifteen members of the foundation.

• Marginal note:First members

  (2) Upon this Act receiving royal assent, the Governor in Council, on the recommendation of the Minister, 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 Minister shall make arrangements for a first meeting of those members.

• Marginal note:Appointing balance of first members

  (4) At the first meeting of the six members appointed under subsection (2), or at a meeting held as soon after that meeting as possible, those members shall 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 in right of 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.