Short Title Short title 1 This Act may be cited as the  Girl Guides of Canada Act . Interpretation Definition 2 In this Act,  Corporation  means the corporation continued by subsection 3(1). Continuance and Organization Corporation continued 3 (1) Girl Guides of Canada, a corporation created by chapter 77 of the Statutes of Canada, 1917, as amended by chapter 89 of the Statutes of Canada, 1947, and chapter 80 of the Statutes of Canada, 1960-61, is continued. Name (2) The Corporation may use either or both the English or French versions of its name. Head office (3) The head office of the Corporation is in the city of Toronto or elsewhere as may be fixed by bylaw. Members 4 (1) The Corporation consists of persons who are established as members of the Corporation in accordance with the bylaws. Liability (2) The members of the Corporation are not, in that capacity, liable for any liability of the Corporation or any act or default of the Corporation, except as otherwise provided by this Act. Purpose, Capacity and Powers Purpose  5 The purpose of the Corporation is to promote the development, health and well-being of girls and young women by operating educational and related programs on leadership, self-development, self-esteem, citizenship, community service and social engagement, as well as issues impacting girls, young women and their well-being. Capacity 6 (1) The Corporation has the capacity of a natural person and, subject to this Act, all the powers, rights and privileges of a natural person. Powers (2) The Corporation may do such things as it considers necessary for or incidental to carrying out its purpose and in relation to the administration of the affairs of the Corporation in all respects, including (a) the promotion, establishment, management and dissolution of provincial and local councils, divisions, associations, committees or other administrative bodies on such terms as the Corporation may by bylaw provide; (b) the development and delivery of programming; (c) the publication and dissemination of information; and (d) the production, distribution and sale of products and items, including badges and insignia, uniforms, books and cookies. Affairs (3) The Corporation may conduct its affairs throughout Canada. Extra-territorial capacity (4) The Corporation has the capacity to conduct its affairs and exercise its powers in a jurisdiction outside Canada to the extent that the laws of that jurisdiction permit. Board of Directors and General Meeting Board of directors 7 Subject to the bylaws, the Corporation shall elect the directors of the board. Annual general meeting 8 (1) Subject to the bylaws, a general meeting of the Corporation shall be held each year in Canada at such time and place, and in such manner, as the board of directors may direct. Special general meeting (2) Subject to the bylaws, a special general meeting of the Corporation may be called by the board of directors as it considers necessary. Bylaws 9 At any annual or special general meeting, the Corporation may make, amend or repeal bylaws for all purposes of the Corporation and, without limiting the generality of the foregoing, for defining and regulating (a) the terms and conditions of membership in the Corporation and the rights, duties and privileges of all categories of members; (b) the composition, powers, duties, quorum, term of office, time and manner of election of the board of directors, and the number, powers and duties of the officers of the Corporation; (c) the time, place and manner for holding the annual general meeting or a special general meeting of the Corporation, and the notice and other requirements thereto; (d) the calling of regular and special meetings of the board of directors, the notice to be given thereof, and the quorum and procedure in all respects at or concerning those meetings; and (e) the conduct of its affairs in all respects. Property Powers 10 (1) Without limiting the generality of section 6, the Corporation may, for the purposes of the Corporation, (a) receive, acquire, accept and hold any real, personal, moveable or immovable property, by grant, gift, purchase, devise, legacy, lease or otherwise; and (b) sell, lease, dispose of, mortgage, invest or otherwise deal with the property in such manner as it may from time to time deem advisable for such purposes. No limitations on real or immovable property (2) There shall be deemed not to have been in the past any limitation on the annual value of any real or immovable property held by or in trust for the Corporation. Gifts and grants 11 The Corporation may receive and distribute any gift, grant of money or contribution made by the Government of Canada, the government of any province, or any municipality, incorporated body, society or person, and shall apply the gift, grant or contribution in accordance with its terms, provisions and conditions, or, if there are no such terms, provisions or conditions, in accordance with the purpose of the Corporation. Exclusive title to marks, etc. 12 The Corporation has the sole and exclusive right to have and use (a) all marks, emblems, badges and decorations, and descriptive or designating words or phrases used or adopted by the Corporation before the coming into force of this Act; (b) the titles “Girl Guides”, “Guides Canada”, “Girl Guides of Canada” and “Guides du Canada”; and (c) any mark, emblem, badge or decoration, or descriptive or designating word or phrase used or adopted by the Corporation for carrying out its purpose after the coming into force of this Act, if a statement and description of the mark, emblem, badge or decoration, or descriptive or designating word or phrase is filed with and approved by the minister of the Crown responsible for trademarks and designs. Directors and Officers Duties of directors and officers 13 (1) Every director and officer of the Corporation, in exercising their powers and discharging their duties, shall (a) act honestly and in good faith with a view to the best interests of the Corporation; 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 the Corporation shall comply with this Act and the bylaws. Director — good faith 14 (1) A director has complied with the duties under subsection 13(1), if the director relied in good faith on (a) financial statements of the Corporation represented to the director by an officer of the Corporation or in a written report of the accountant of the Corporation fairly to reflect the financial condition of the Corporation; or (b) a report of a person whose profession lends credibility to a statement made by that person. Director — reasonable diligence (2) A director has complied with the duties under subsection 13(2) if the director exercised the care, diligence and skill that a reasonably prudent person would have exercised in comparable circumstances, including reliance in good faith on (a) financial statements of the Corporation represented to the director by an officer of the Corporation or in a written report of the accountant of the Corporation fairly to reflect the financial condition of the Corporation; or (b) a report of a person whose profession lends credibility to a statement made by that person. Officer — good faith 15 (1) An officer has complied with the duties under subsection 13(1) if the officer relied in good faith on a report of a person whose profession lends credibility to a statement made by that person. Officer — reasonable diligence (2) An officer has complied with the duties under subsection 13(2) if the officer exercised the care, diligence and skill that a reasonably prudent person would have exercised in comparable circumstances, including reliance in good faith on a report of a person whose profession lends credibility to a statement made by that person. Indemnification 16 (1) The Corporation may indemnify a present or former director or officer of the Corporation, or another individual who acts or acted at the Corporation’s request as a director or an officer or in a similar capacity of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the Corporation or other entity. Advance of costs (2) The Corporation may advance money to an individual for the costs, charges and expenses of a proceeding referred to in subsection (1). The individual shall repay the money if the individual does not fulfil the conditions of subsection (3). Limitation (3) The Corporation may not indemnify an individual under subsection (1) unless the individual (a) acted honestly and in good faith with a view to the best interests of the Corporation or, as the case may be, to the best interests of the other entity for which the individual acted as director or officer or in a similar capacity at the Corporation’s request; and (b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, had reasonable grounds for believing that their conduct was lawful. Indemnification (4) The Corporation may, with the approval of a court, indemnify an individual referred to in subsection (1), or advance money under subsection (2), in respect of an action by or on behalf of the Corporation or other entity to procure a judgment in its favour to which the individual is made a party because of the individual’s association with the Corporation or other entity as described in subsection (1), against all costs, charges and expenses reasonably incurred by the individual in connection with the action, if the individual fulfils the conditions set out in subsection (3). Right to indemnity (5) Despite subsection (1), an individual referred to in that subsection is entitled to indemnity from the Corporation in respect of all costs, charges and expenses reasonably incurred by the individual in connection with the defence of any civil, criminal, administrative, investigative or other proceeding to which the individual is subject because of the individual’s association with the Corporation or other entity as described in that subsection, if the individual seeking indemnity (a) was not judged by the court or other competent authority to have committed any fault or to have omitted to do anything that the individual ought to have done; and (b) fulfils the conditions set out in subsection (3). Insurance (6) The Corporation may purchase and maintain insurance for the benefit of an individual referred to in subsection (1) against any liability incurred by the individual (a) in the individual’s capacity as a director or an officer of the Corporation; or (b) in the individual’s capacity as a director or an officer, or in a similar capacity, of another entity, if the individual acts or acted in that capacity at the Corporation’s request. Application to court (7) On the application of the Corporation or an individual or entity referred to in subsection (1), a court may approve an indemnity under this section and make any further order that it thinks fit. Other notice (8) On an application under subsection (7), the court may order notice to be given to any interested person and the person is entitled to appear and be heard in person or by counsel. Liability of directors for wages 17 (1) Directors of the Corporation are jointly and severally, or solidarily, liable to employees of the Corporation for all debts not exceeding six months’ wages payable to each employee for services performed for the Corporation while they are directors. Conditions precedent to liability (2) A director is not liable under subsection (1) unless (a) the Corporation has been sued for the debt within six months after it has become due and execution has been returned unsatisfied in whole or in part; (b) the Corporation has commenced liquidation and dissolution proceedings or has been dissolved and a claim for the debt has been proved within six months after the earlier of the date of commencement of the liquidation and dissolution proceedings and the date of dissolution; or (c) the Corporation has made an assignment or a receiving order has been made against it under the  Bankruptcy and Insolvency Act  and a claim for the debt has been proved within six months after the date of the assignment or receiving order. Limitation (3) A director, unless sued for a debt referred to in subsection (1) while a director or within two years after ceasing to be a director, is not liable under this section. Amount due after execution (4) If execution referred to in paragraph (2)(a) has issued, the amount recoverable from a director is the amount remaining unsatisfied after execution. Subrogation of director (5) A director who pays a debt referred to in subsection (1) that is proved in liquidation and dissolution or bankruptcy proceedings is subrogated to any priority that the employee would have been entitled to and, if a judgment has been obtained, the director is, (a) in Quebec, subrogated to the employee’s rights as declared in the judgment; and (b) elsewhere in Canada, entitled to an assignment of the judgment. Recovery of shares (6) A director who has satisfied a claim under this section is entitled to recover from the other directors who were liable for the claim their respective shares. Transitional Provisions Directors, chairperson and chief executive officer 18 (1) The directors of the Corporation, its chairperson and its chief executive officer holding office immediately before the coming into force of this Act continue to hold office according to the terms and conditions of their appointments. Members  (2) The members of the Corporation who were members immediately before the coming into force of this Act continue to be members in accordance with the bylaws. Position in the Corporation (3) Nothing in this Act is to be construed as affecting the status of a person who, immediately before the day on which this Act comes into force, occupies a position in the Corporation. Property 19 All rights and property held by or in the name of or in trust for Girl Guides of Canada or The Canadian Council of The Girl Guides Association and all obligations and liabilities of Girl Guides of Canada or The Canadian Council of The Girl Guides Association are deemed to be rights, property, obligations and liabilities of the Corporation. Legal proceedings 20 The continuation of the Corporation by this Act does not in any way impair, alter or affect the rights or liabilities of the Corporation, nor does it in any way affect any suit or proceeding pending or judgment existing, either by or in favour of or against the Corporation, and any such suit or proceeding pending, or judgment existing, either by, or in favour of, or against the Corporation, may be prosecuted, continued, completed and enforced as if this Act had not been passed. Bylaws 21 Every bylaw of Girl Guides of Canada is, to the extent that it is consistent with this Act, a bylaw of the Corporation. Repeals Repeals 22 The following Acts are repealed: (a) An Act to Incorporate The Canadian Council of The Girl Guides Association , chapter 77 of the Statutes of Canada, 1917; (b) An Act to amend the Act incorporating The Canadian Council of The Girl Guides Association , chapter 89 of the Statutes of Canada, 1947; and (c) An Act respecting The Canadian Council of The Girl Guides Association , chapter 80 of the Statutes of Canada, 1960-61.