GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Canada Marine Act — C-6.7 19
Ceasing to hold office 19 (1) A director of a port authority ceases to hold office when the director (a) dies or resigns; (b) is removed for cause by the authority that made the appointment, namely, the Governor in Council, the municipalities or the province or provinces, as the case may be; or (c) is no longer qualified under section 16. Effective date of resignation (2) The resignation of a director becomes effective on the day on which a written resignation is received by the port authority or on the day specified in the resignation, whichever is later. 1998, c. 10, s. 19; 2008, c. 21, s. 12
Canada Marine Act — C-6.7 20
Power to manage 20 The board of directors is responsible for the management of the activities of a port authority.
Canada Marine Act — C-6.7 21
Appointment of officers 21 (1) The board of directors of a port authority shall appoint a chief executive officer and may appoint other officers that they consider appropriate. Chief executive officer (2) The chief executive officer is not a member of the board of directors. Personnel (3) A port authority may appoint the personnel that it considers necessary for the operation of the port.
Canada Marine Act — C-6.7 21.1
Delegation 21.1 Subject to the letters patent, the board of directors may delegate the powers to manage the activities of the port authority to a committee of directors or to the officers of the port authority. 2008, c. 21, s. 13
Canada Marine Act — C-6.7 22
Duty of care of directors and officers 22 (1) Every director and officer of a port authority shall, in exercising powers and discharging duties, (a) act honestly and in good faith with a view to the best interests of the port authority; and (b) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. Duty to comply (2) Every director and officer of a port authority shall comply with this Part, the regulations made under subsection 27(1) and the letters patent and by-laws of the port authority. No exculpation (3) No provision in a contract or resolution relieves a director or officer from the duty to act in accordance with this Part, the regulations made under subsection 27(1), the letters patent or the by-laws or relieves them from liability for a breach of any of them.
Canada Marine Act — C-6.7 23
Liability arising when acting as agent of Crown 23 (1) If a port authority or a wholly-owned subsidiary of a port authority is acting as agent of Her Majesty in right of Canada, the port authority or subsidiary must fulfil or satisfy an obligation or liability in respect of the port authority or subsidiary, as the case may be, arising from its exercise of, or its failure to exercise, a power or right or arising by operation of law. Her Majesty is not responsible for fulfilment or satisfaction of the obligation or liability, except that if a judgment or decision is rendered by a court of competent jurisdiction in respect of the obligation or liability, Her Majesty is responsible for satisfying the judgment or decision to the extent that it remains unsatisfied by the port authority or subsidiary at least thirty days after the judgment or decision becomes final. Liability arising when not acting as agent of Crown (2) If a port authority or a wholly-owned subsidiary of a port authority is not acting as agent of Her Majesty in right of Canada, an obligation or liability in respect of the port authority or subsidiary, as the case may be, arising from its exercise of, or its failure to exercise, a power or right or arising by operation of law is an obligation or liability of the port authority or subsidiary, as the case may be, and not an obligation or liability of Her Majesty. Insurance required (3) A port authority and a wholly-owned subsidiary of a port authority shall fully maintain in good standing at all times the insurance coverage required by any regulations made under paragraph 27(1)(e).
Canada Marine Act — C-6.7 24
Financial Administration Act 24 The Financial Administration Act , other than subsection 9(3) and sections 155, 155.1 and 156, does not apply to a port authority or a wholly-owned subsidiary of a port authority.
Canada Marine Act — C-6.7 25
No appropriation 25 Even if the port authority or subsidiary is an agent of Her Majesty in right of Canada as provided under section 7, no payment to a port authority or a wholly-owned subsidiary of a port authority may be made under an appropriation by Parliament to enable the port authority or subsidiary to discharge an obligation or liability unless (a) the payment (i) is made under the Emergencies Act or any other Act in respect of emergencies, (i.1) is a loan made by the Canada Infrastructure Bank under the Canada Infrastructure Bank Act , (ii) is a contribution in respect of the capital costs of an infrastructure project, (iii) is a contribution in respect of environmental sustainability, or (iv) is a contribution in respect of security, or (b) the authority for the funding of Her Majesty’s obligations is an agreement that was in existence before March 1, 1999. 1998, c. 10, s. 25; 2008, c. 21, s. 14; 2018, c. 10, s. 73
Canada Marine Act — C-6.7 25.1
Contribution 25.1 The Minister may, with the approval of the Governor in Council given on the recommendation of the Treasury Board and on any terms and conditions specified by the Governor in Council on the recommendation of the Treasury Board, make a contribution under subparagraph 25(a)(iv). 2008, c. 21, s. 15
Canada Marine Act — C-6.7 25.2
Payments to Canada Place Corporation 25.2 Despite section 25, the Minister of Canadian Heritage may make payments to Canada Place Corporation for Canada Day celebrations and for the celebrations marking the 150th anniversary of Confederation. 2016, c. 7, s. 232
Canada Marine Act — C-6.7 26
No guarantee 26 No guarantee may be given under the authority of Parliament by or on behalf of Her Majesty for the discharge of an obligation or liability of a port authority or a wholly-owned subsidiary of a port authority. This section applies even if the port authority or subsidiary is an agent of Her Majesty in right of Canada as provided under section 7.
Canada Marine Act — C-6.7 26.1
Canada Infrastructure Bank 26.1 Section 26 does not apply with respect to a loan guarantee provided by the Canada Infrastructure Bank on behalf of the government of Canada under paragraph 18(h) of the Canada Infrastructure Bank Act . 2018, c. 10, s. 74
Canada Marine Act — C-6.7 27
Regulations 27 (1) For the purposes of this Part, the Governor in Council may make regulations for the corporate management and control of port authorities or wholly-owned subsidiaries of port authorities, including regulations (a) adapting any provision of the Canada Business Corporations Act and any regulations made under that Act, including provisions imposing punishment, for the purpose of applying those provisions as adapted to port authorities; (b) prescribing, for the purposes of section 32, categories of investments in which a port authority may invest; (c) respecting the preparation, form and content of the documents referred to in paragraphs 37(2)(a) to (d) and the information referred to in subsection 37(3); (d) prescribing the remuneration threshold for the purposes of paragraph 37(3)(c) and the method of determining that threshold; (e) respecting the insurance coverage that a port authority and a wholly-owned subsidiary of a port authority must maintain; (f) respecting the imposition of obligations on a port authority or a wholly-owned subsidiary of a port authority, as an agent of Her Majesty in right of Canada, including any requirements for a port authority or a wholly-owned subsidiary of a port authority to indemnify Her Majesty; (g) respecting the information and documents to be provided by a port authority to the Minister at the Minister’s request; and (h) respecting the amalgamation of port authorities. Application (2) A regulation made under subsection (1) may apply to only one port authority or wholly-owned subsidiary of a port authority. Binding on Her Majesty (3) A regulation made under subsection (1) may be made binding on Her Majesty in right of Canada or a province. 1998, c. 10, s. 27; 2008, c. 21, s. 16
Canada Marine Act — C-6.7 28
 an agent of Her Majesty in right of Canada is bound by the contract and is responsible to Her Majesty for the performance of obligations to other parties under the contract. Existing uses (10) Except for a use authorized under this Act, a port authority may continue to use any real property or immovable that it manages, holds or occupies for any purpose for which the real property or immovable was used on June 1, 1996 in the case of a port authority referred to in section 12, or the date of issuance of its letters patent in any other case, but, if the port authority ceases to use it for that purpose at any time, the port authority may not reinstitute the use. Restrictions — subsidiaries (11) The directors of a port authority shall take all necessary measures to ensure that its wholly-owned subsidiaries (a) have and exercise only the powers authorized in the letters patent of the port authority; (b) carry on only the activities authorized in the letters patent; and (c) do not exercise any power or carry on any activity in a manner contrary to the letters patent or this Act. Provisions applicable to subsidiary (12) The Governor in Council may declare that any provision of this Part that applies only to port authorities applies to a wholly-owned subsidiary of a port authority. In that case, the provision applies to the subsidiary as if it were a port authority, with such modifications as the circumstances require. Existing activities (13) A wholly-owned subsidiary of a port authority may continue to carry on any activity or exercise any power that it carried on or exercised on December 1, 1995 but, if the subsidiary ceases to carry on the activity or exercise the power at any time, it may not recommence it unless the activity or power is authorized in the letters patent. Restriction on corporate activities (14) Unless the letters patent of a port authority provide otherwise, the port authority or a wholly-owned subsidiary of the port authority shall not (a) cause the incorporation of a corporation whose shares on incorporation would be held by, on behalf of or in trust for the port authority or subsidiary; (b) acquire shares of a corporation to be held on behalf of or in trust for the port authority or subsidiary; (c) acquire all or substantially all of the assets of another corporation; (d) sell or otherwise dispose of shares of a wholly-owned subsidiary of the port authority; or (e) cause the dissolution or amalgamation of a wholly-owned subsidiary of the port authority. 1998, c. 10, s. 28; 2001, c. 4, s. 138; 2008, c. 21, s. 17
Canada Marine Act — C-6.7 29
Powers of port authority re railways 29 (1) Subject to its letters patent, to any other Act and to any regulations made under any other Act, a port authority may (a) construct, purchase, lease, operate and maintain railways on lands it manages, holds or occupies; (b) enter into agreements with any person for the maintenance of the railways referred to in paragraph (a) and for their operation, in a manner that will provide all railway companies whose lines reach the port with the same facilities for traffic as those enjoyed by that person; and (c) enter into arrangements with any person for facilitating traffic to, from or within the limits of the port. Application of other Acts (2) A railway referred to in paragraph (1)(a) is not subject to Part III of the Canada Transportation Act but the Governor in Council may make regulations applying any provision of the Railway Safety Act and any regulations made under that Act to such a railway. Airport operation (3) Subject to its letters patent, to any other Act, to any regulations made under any other Act and to any agreement with the Government of Canada that provides otherwise, a port authority that operates an airport shall do so at its own expense.
Canada Marine Act — C-6.7 30
Power to make by-laws 30 Unless the letters patent provide otherwise, the directors of a port authority may, by resolution, make, amend or repeal by-laws that regulate the affairs of the port authority or the duties of its officers and employees.
Canada Marine Act — C-6.7 30.1
Borrowing policy 30.1 (1) The directors of a port authority that is subject to a code governing its power to borrow shall certify to the Minister that the borrowing policy is in compliance with the code. Changes to borrowing policy (2) If there are any changes in respect of the borrowing policy, the directors of the port authority shall certify to the Minister that the policy remains in compliance with the code. Copy of policy (3) The directors of the port authority shall provide a copy of the borrowing policy to the Minister if the Minister requests one. 2008, c. 21, s. 18
Canada Marine Act — C-6.7 31
Borrowing powers 31 (1) Subject to the letters patent, a port authority may borrow money on the credit of the port authority for port purposes. Delegation of borrowing powers (2) Unless the letters patent or by-laws of a port authority provide otherwise, the board of directors may, by resolution, delegate the powers referred to in subsection (1) to a committee established by the directors. No security interest in property (3) Subject to subsection (4), a port authority may not mortgage, hypothecate or otherwise create a security interest in any federal real property or federal immovable that it manages in any way other than to create a security interest in the revenues of that property. Pledge of fixtures (4) A port authority may, if authorized in the letters patent, create a security interest in fixtures on federal real property and federal immovables to the same extent as Her Majesty could create such an interest and may, instead of Her Majesty, execute and deliver the documents required for that purpose. Definition of security interest (5) For the purposes of subsections (3) and (4), security interest means an interest in or charge on property or fixtures mentioned in those subsections to secure the discharge of an obligation or liability of the port authority. Application of provincial law (6) A grant under subsection (4) may be effected by any instrument by which an interest in real property or a right in an immovable may be granted by a private person under the laws in force in the province in which the federal real property, federal immovable or fixtures are situated. 1998, c. 10, s. 31; 2001, c. 4, s. 139; 2008, c. 21, s. 19
Canada Marine Act — C-6.7 32
Powers to invest 32 A port authority may invest any moneys in its reserves or any moneys that it does not immediately require in (a) debentures, bonds, bankers’ acceptances or other debt obligations of or guaranteed by Her Majesty in right of Canada or any province or municipality in Canada or any member of the Canadian Payments Association; or (b) investments of a category prescribed by regulation by the Governor in Council for the purposes of this section.
Canada Marine Act — C-6.7 33
Deemed knowledge of letters patent 33 A person who deals with a port authority, acquires rights from a port authority or directly or indirectly acquires rights relating to a port authority is deemed to know the contents of the letters patent of the port authority.
Canada Marine Act — C-6.7 34
Annual meeting 34 The directors of a port authority shall call an annual meeting not later than eighteen months after the port authority comes into existence and subsequently not later than fifteen months after holding the last preceding annual meeting.
Canada Marine Act — C-6.7 35
Meeting open to public 35 (1) The annual meeting of a port authority shall be open to the public and held in any of the municipalities where the port is situated, in premises large enough to accommodate the anticipated attendance. Notice of meeting (2) A port authority shall, at least thirty days before the annual meeting, have a notice published in a major newspaper published or distributed in the municipalities where the port is situated setting out the time and location of the meeting and specifying that the port authority’s financial statements are available to the public at its registered office. Availability to public (3) At the annual meeting, the board of directors shall ensure (a) that there are available a sufficient number of copies of the most recent audited annual financial statements of the port authority for the persons present at the meeting; and (b) that the chief executive officer and the directors are available to answer questions about the operations of the port authority posed by the persons present at the meeting.
Canada Marine Act — C-6.7 36
Annual financial statements 36 The board of directors of a port authority shall present at every annual meeting (a) comparative financial statements that relate separately to (i) the period that ended not more than six months before the annual meeting and that began on the date the port authority came into existence or, if the port authority has completed a fiscal year, immediately after the end of the last completed fiscal year, and (ii) the immediately preceding fiscal year; (b) the report of the auditor of the port authority; and (c) any further information respecting the financial position of the port authority and its wholly-owned subsidiaries and the results of their operations required by this Act, any regulations made under this Act, the letters patent or the by-laws.
Canada Marine Act — C-6.7 37
Public to get financial statements 37 (1) A port authority shall make available for inspection by the public, at its registered office during normal business hours at least thirty days before the annual meeting, its audited annual financial statements and those of its wholly-owned subsidiaries for the preceding fiscal year. Contents (2) The financial statements shall be prepared in accordance with generally accepted accounting principles and consist of at least the following: (a) a balance sheet; (b) a statement of retained earnings; (c) a statement of income and expenses; and (d) a statement of changes in financial position. Remuneration (3) The annual financial statements shall set out the total remuneration paid in money or in kind to each of the following persons in that year by the port authority or its wholly-owned subsidiary, including any fee, allowance or other benefit: (a) the directors; (b) the chief executive officer; and (c) the officers and employees whose remuneration exceeds a prescribed threshold. Statements to be given to Minister (4) A port authority shall submit to the Minister its audited annual financial statements, and those of its wholly-owned subsidiaries, at least thirty days before the port authority’s annual meeting. Other information to be given to Minister (5) A port authority shall provide the Minister with such accounts, budgets, returns, statements, documents, records, books, reports or other information as the Minister may require, including information about any contingent liabilities of the port authority or of its wholly-owned subsidiaries. 1998, c. 10, s. 37; 2008, c. 21, s. 20
Canada Marine Act — C-6.7 38
Books and systems 38 (1) A port authority shall ensure that, in respect of itself and its wholly-owned subsidiaries, (a) books of account and accounting records are kept; and (b) financial and management control and information systems and management practices are maintained. Keeping of books (2) The books, records, systems and practices shall be kept and maintained in a manner that will provide reasonable assurance that (a) the assets of the port authority are safeguarded and controlled; (b) the transactions of the port authority are in accordance with this Part and the letters patent and by-laws of the port authority; and (c) the financial, human and physical resources of the port authority are managed economically and efficiently and the operations of the port authority are carried out effectively.
Canada Marine Act — C-6.7 39
Business plan 39 A port authority shall, within three months after the end of each fiscal year, submit to the Minister, in respect of itself and each of its wholly-owned subsidiaries, a five-year business plan containing any information that the Minister may require, including any material changes in respect of information provided in the previous business plan. 1998, c. 10, s. 39; 2008, c. 21, s. 21
Canada Marine Act — C-6.7 40
Manner of presenting information 40 The financial statements and business plan of a port authority shall be prepared in a form that clearly sets out information about each of the activities of the port authority and its wholly-owned subsidiaries, with the information about port activities referred to in paragraph 28(2)(a) set out separately from the information about other activities referred to in paragraph 28(2)(b).
Canada Marine Act — C-6.7 41
Special examinations 41 (1) A port authority shall have a special examination carried out to determine whether the books, records, systems and practices referred to in subsection 38(1) were, in the period under examination, maintained in a manner that provided reasonable assurance that they met the requirements of subsection 38(2). Time for examination (2) A special examination shall be carried out at least once every five years and at any additional times that the Minister may require. Plan (3) Before beginning a special examination, the examiner shall survey the systems and practices of the port authority and submit a plan for the examination, including a statement of the criteria to be applied, to the audit committee of the port authority, or if there is no audit committee, to the board of directors, and, in the case where the Minister has required the special examination to be carried out, to the Minister. Disagreements (4) Where the examiner and the audit committee or board of directors disagree about the plan, the Minister may make a final determination with respect to it. Reliance on internal audit (5) The examiner shall, to the extent the examiner considers it feasible, rely on an internal audit carried out by the port authority.
Canada Marine Act — C-6.7 42
Report 42 (1) The examiner shall, on completion of the special examination, submit a report and a summary report of the findings to the Minister and to the board of directors. Contents (2) The examiner’s report shall include (a) a statement as to whether in the examiner’s opinion, with respect to the criteria established under subsection 41(3), there is reasonable assurance that there are no significant deficiencies in the systems and practices examined; and (b) a statement of the extent to which the examiner relied on internal audits. Notice of report (3) A port authority shall, as soon as is practicable after it receives the summary report, have notice of the summary report published in a major newspaper published or distributed in the place where the port is situated. Report available to public (4) A port authority shall make the summary report available for inspection by the public at its registered office during normal business hours.
Canada Marine Act — C-6.7 43
Examiner — auditor 43 (1) Subject to subsection (2), a special examination shall be carried out by the auditor of a port authority. Examiner — other qualified auditor (2) Where, in the opinion of the Minister, a person other than the auditor of a port authority should carry out a special examination, the Minister may, after consulting with the board of directors appoint another auditor to do it and may, after again consulting with the board, remove that auditor at any time.