7. (1) The board of directors of the Institute consists of all of the members of the Institute. Management (2) The board shall manage and control the affairs of the Institute. Chair and vice-chair (3) The Minister shall designate one of the members of the board as chair and one of the members as vice-chair of the board. Acting chair (4) In the absence or disability of the chair, the vice-chair shall have the powers and duties of the chair. Quorum (5) A majority of the members constitute a quorum of the board. 1996, c. 17, Sched. B, s. 7. Minister’s directives 8. (1) The Minister may issue directives in writing to the Institute on matters relating to the exercise of its powers or the carrying out of its duties under this or any other Act. Implementation (2) The board of directors of the Institute shall ensure that the Institute implements the directives promptly and efficiently. 1996, c. 17, Sched. B, s. 8. By-laws 9. (1) Subject to subsection (3), the board of directors of the Institute may make the by-laws that it considers necessary for the administration of the affairs of the Institute, including by-laws to appoint officers and establish committees, including the advisory committees that the Institute considers necessary to advise it in carrying out its objects. Committees (2) A by-law establishing a committee of the board may delegate to the committee those powers and duties of the board determined in the by-law. Filing (3) A by-law of the Institute shall not take effect until two weeks after the Institute has filed it with the Minister. 1996, c. 17, Sched. B, s. 9. Director 10. (1) Subject to the approval of the Minister, the board of directors of the Institute shall appoint a person as the Director of the Institute. Duties (2) The Director shall be responsible for the management and administration of the Institute, subject to the supervision and direction of the board. Remuneration (3) The board shall pay to the Director the salary that the board determines. Agreements regarding land (4) In carrying out duties, the Director may require the Institute to enter into agreements, covenants or easements for the conservation, protection or preservation of agricultural lands with owners of real property or interests in real property or to assign, modify or discharge the agreements, covenants and easements. 1996, c. 17, Sched. B, s. 10. Payments to members 11. (1) Members of the Institute who are not employed in the public sector as described in the Schedule to the Social Contract Act, 1993 or in the public service of Canada shall receive remuneration out of the general fund of the Institute in amounts that comply with the policies of Management Board of Cabinet. Expenses (2) The Institute may not reimburse its members for expenses that they incur in the course of their duties in excess of the amounts that comply with the policies of Management Board of Cabinet. 1996, c. 17, Sched. B, s. 11. Crown agency 12. The Institute is an agent of the Crown and may exercise its powers only as an agent of the Crown. 1996, c. 17, Sched. B, s. 12. No personal liability 13. (1) No action or other proceeding for damages may be instituted against any member of the Institute or employee appointed to the service of the Institute for any act done in good faith in the execution or intended execution of the person’s duty or for any alleged neglect or default in the execution in good faith of the person’s duty. Crown liability (2) Despite subsections 5 (2) and (4) of the Proceedings Against the Crown Act, subsection (1) does not relieve the Crown of liability in respect of a tort committed by a person mentioned in subsection (1) to which it would otherwise be subject. 1996, c. 17, Sched. B, s. 13. Non-compellable witness 14. Except with the consent of the Institute, no member of the Institute shall be required to give testimony in any proceedings with regard to information obtained in the discharge of the member’s duties. 1996, c. 17, Sched. B, s. 14. Payments received 15. (1) The Minister of Finance may, (a) reimburse the Institute out of the Consolidated Revenue Fund for all payments that the Institute makes under a guarantee that it has given; or (b) make loans to the Institute out of the Consolidated Revenue Fund. Guarantees (2) The Minister of Finance may, on such conditions as the Minister considers proper, guarantee on behalf of Ontario, the repayment of any loan made to the Institute, together with interest on the loan. 1996, c. 17, Sched. B, s. 15. Funds 16. Subject to subsection 4 (4), the Institute shall maintain all funds that it administers in a bank named in Schedule I to the Bank Act (Canada). 1996, c. 17, Sched. B, s. 16. Provincial Auditor 17. The accounts and financial transactions of the Institute shall be audited annually by the Provincial Auditor. 1996, c. 17, Sched. B, s. 17. Financial year 18. (1) The financial year of the Institute begins on April 1 in each year and ends on the following March 31. Estimates, reports (2) The board of directors of the Institute shall submit to the Minister annually, before the beginning of the Institute’s financial year, its written estimates for spending in the year. Annual report (3) The board of directors of the Institute shall make an annual report, within 120 days after the end of the Institute’s financial year, to the Minister on the affairs of the Institute containing the information that the Minister requires. Tabling (4) The Minister shall submit the annual report to the Lieutenant Governor in Council and shall then lay the report before the Assembly if it is in session or, if not, at the next session. Other reports (5) At the request of the Minister, the board of directors of the Institute shall submit to the Minister a detailed business plan on its affairs and the reports, other than the annual report, that the Minister requires. 1996, c. 17, Sched. B, s. 18. Regulations 19. (1) Subject to the approval of the Minister, the Institute may, in respect of its objects, make regulations, (a) fixing and imposing levies or charges, other than the fees and service charges mentioned in subsection 4 (2), that any class of persons is required to pay to the Institute or a corporation described in subsection 4 (5); (b) specifying terms for the payment of the levies and charges; and (c) providing for the collection of the levies and charges by the Institute, the corporation to which they are payable or any class of persons. Same, Minister’s regulations (2) The Minister may make regulations, (a) designating lands as agricultural lands for the purpose of this Act; (b) prescribing the qualifications that a person is required to have to be eligible to be appointed as a member of the Institute; (c) restricting the capacity and powers of the Institute under this Act; and (d) respecting any matter necessary or advisable to carry out effectively the intent and purpose of this Act. 1996, c. 17, Sched. B, s. 19. Transition 20. (1) The terms of office of all members of the Institute, the chair and vice-chair of the board of directors of the Institute and the Director of Research of the Institute who are in office immediately before the coming into force of this Act expire on the day this Act comes into force. Same, Director (2) The chair of the board of directors of the Institute shall be the first Director until the board appoints a Director under subsection 10 (1). Reference to Institute (3) A reference to the Agricultural Research Institute of Ontario in any program, agreement, easement, covenant, document or regulation in force immediately before the coming into force of this Act shall be deemed to be a reference to the Agriculture and Food Institute of Ontario. 1996, c. 17, Sched. B, s. 20. Note: This Act comes into force on a day to be named by proclamation of the Lieutenant Governor. ___________________  Français