jswizzle3737/ontario_laws_and_regs huggingface dataset:
Definitions
1. (1) In this Act, “Board” means the Board of Directors of the Corporation; (“Conseil”) “Corporation” means the Ontario Energy Corporation; (“Société”) “Minister” means the Minister of Energy; (“ministre”) “security” includes a bond, debenture, note or other evidence of indebtedness, share, unit, unit certificate, a certificate of share or interest in a trust, estate or association and a certificate of interest in an oil, gas or other hydrocarbon lease, claim or royalty certificate and a document constituting evidence of an interest in any royalties or leases or fractional or other interest therein; (“valeur mobilière”) “voting share” means any share of any class of shares of a body corporate carrying voting rights under all circumstances and any share of any class of shares carrying voting rights by reason of the occurrence of any contingency that has occurred and is continuing. (“action participante”) Idem (2) In this Act, the terms, “affiliate”; (“membre du même groupe”) “associate”; (“personne qui a un lien avec”) “resident Canadian”, (“résident canadien”) have the same meanings as in the Business Corporations Act. R.S.O. 1990, c. O.14, s. 1.
Application
2. (1) Except as herein otherwise provided, the Business Corporations Act applies to the Corporation. Idem (2) Sections 3 to 12, 17 and Parts XIV and XVI of the Business Corporations Act do not apply to the Corporation and the Corporation shall not enter into any arrangement, amalgamation, continuation, winding up or dissolution within the meaning of the Business Corporations Act. Corporation has powers of natural person (3) The Corporation has all the capacity and power of a natural person and no act of the Corporation and no transfer of real or personal property to or by the Corporation and no issue or sale of securities by the Corporation, otherwise lawful, that is done or made is invalid by reason of the fact that the Corporation is without capacity or power to do such act or make or receive such transfer or issue or sell such securities. R.S.O. 1990, c. O.14, s. 2.
Corporation continued
3. The Ontario Energy Corporation is continued under the name Ontario Energy Corporation in English and Société de l’énergie de l’Ontario in French. R.S.O. 1990, c. O.14, s. 3.
Board of Directors
4. (1) There shall be a Board of Directors of the Corporation consisting of five members and the first directors of the Corporation shall be appointed by the Lieutenant Governor in Council to hold office until their successors are elected by the shareholders of the Corporation. Majority to be resident Canadians (2) A majority of the members of the Board shall at all times be resident Canadians. Change in number of directors (3) The Corporation may by special by-law increase or decrease the number of its directors. Filing of copy of by-law (4) The Corporation shall file with the Minister of Consumer and Commercial Relations a certified copy of the by-law within ten days after the by-law has been confirmed by the shareholders of the Corporation. Compliance with filing requirement (5) Failure to comply with subsection (4) does not invalidate the by-law. R.S.O. 1990, c. O.14, s. 4.
Head office
5. The head office of the Corporation shall be in the City of Toronto. R.S.O. 1990, c. O.14, s. 5; 1997, c. 26, Sched.
Corporate objects
6. The objects of the Corporation are, (a) to invest or otherwise participate in energy projects throughout Canada or elsewhere in order to, (i) enhance the availability of energy in Ontario, (ii) stimulate exploration for and the development of sources of energy, (iii) stimulate expansion of the capability to produce energy, (iv) encourage investment in energy projects and the effective use of financial, human and other resources in energy projects, and (v) encourage the development of processes and equipment that will avoid the wasteful use of energy and that will minimize harm to the environment; (b) to explore for, produce, manufacture, buy, transport, refine, sell and otherwise acquire, develop and deal in hydrocarbons and other forms of fuel and energy; (c) to subscribe for, purchase, take in exchange or in payment or otherwise acquire, hold and own securities of any other person, firm or corporation having objects altogether or in part similar to those of the Corporation or carrying on any business capable of being conducted so as directly or indirectly to benefit the Corporation; (d) to carry on any other trade or business that can be carried on advantageously as ancillary to the carrying out of the objects of the Corporation set out in clauses (a), (b) and (c); and (e) to guarantee, with or without security, the performance of contracts and the performance of the obligations or undertakings of any person, firm or corporation, including the payment of dividends, interest, principal and premium, if any, of or on any securities, mortgages or liabilities of any such person, firm or corporation. R.S.O. 1990, c. O.14, s. 6.
Authorized capital
7. (1) The authorized capital of the Corporation is divided into, (a) 2,000,000 common shares without par value, to be issued for such consideration as the Board may from time to time determine; and (b) 20,000,000 special shares without par value which may be issued in one or more series for such consideration as the Board may determine and, subject to the provisions of subsections (3), (4) and (5) and to the filing of the statement and the issuance of the certificate in respect thereof referred to in subsection 25(4) of the Business Corporations Act, the Board may fix before the issuance of a series the number of shares that is to comprise the series and the designation, preferences, rights, conditions, restrictions, limitations or prohibitions attaching to the series. Voting rights (2) At all meetings of shareholders, the holders of the common shares shall be entitled to one vote for each common share held by them. Idem (3) The holders of the special shares shall not be entitled to vote at any meetings of the shareholders of the Corporation other than the meetings referred to in subsection 8(3) but shall be entitled to notice of meetings of shareholders called for the purpose of authorizing the sale of the undertaking of the Corporation or a substantial part thereof. Ranking of series of shares (4) The special shares of each series shall rank on a parity with the special shares of every other series with respect to payment of dividends and on the repayment of capital in the event of the liquidation, dissolution or winding up of the Corporation whether voluntary or involuntary. Redemption of shares (5) If the special shares of any series are made redeemable or purchasable for cancellation by the Corporation, the price at which such shares may be redeemed or purchased for cancellation shall not exceed the amount of the issued capital of the Corporation with respect to such shares determined in accordance with the provisions of subsection 24(2) of the Business Corporations Act together with a premium of not more than 20 per cent of that amount and any dividends accrued and unpaid on such shares. R.S.O. 1990, c. O.14, s. 7.
Purchase of common shares
9. The Corporation may purchase any of its issued common shares in accordance with the provisions of the Business Corporations Act. R.S.O. 1990, c. O.14, s. 9.
Borrowing powers
10. The Board may from time to time, (a) borrow money upon the credit of the Corporation; (b) issue, sell or pledge bonds, debentures, notes or other similar obligations of the Corporation, whether secured or unsecured; (c) charge, mortgage, hypothecate or pledge all or any currently owned or subsequently acquired real or personal, movable or immovable, property of the Corporation including book debts, rights, powers, franchises and undertakings, to secure any bonds, debentures, notes or other similar obligations of the Corporation, whether secured or unsecured, or any money borrowed or other debt or liability, contingent or otherwise, of the Corporation; and (d) delegate the powers conferred on it under this section to such directors or officers of the Corporation and to such extent and manner as is set out in the by-laws or in specific resolutions of the Board. R.S.O. 1990, c. O.14, s. 10.
Voting rights not to be exercised in certain cases
11. (1) The voting rights pertaining to any shares of the Corporation shall not be exercised when the shares are held in contravention of this Act or the by-laws of the Corporation. Transfer and allotment of shares held in contravention of Act (2) The validity of a transfer of shares of the Corporation that has been recorded in a register of transfers of the Corporation or the validity of an allotment of shares of the Corporation is not affected by the holding of such shares in contravention of this Act or the by-laws of the Corporation. Voting of shares held in contravention of Act (3) If the voting rights pertaining to any shares of the Corporation that are held in contravention of this Act or the by-laws of the Corporation are exercised at any meeting of the shareholders of the Corporation, no proceeding at that meeting is void by reason thereof, but any such proceeding, matter or thing is, at any time within one year from the date of commencement of the meeting at which such voting rights were exercised, voidable by a special by-law of the Corporation. R.S.O. 1990, c. O.14, s. 11.
Not Crown agency
12. The Corporation is not an agent of Her Majesty nor a Crown agency for the purposes of the Crown Agency Act. R.S.O. 1990, c. O.14, s. 12.
Liability of directors
15. In determining whether any equity shares are held in contravention of this Act or in making any determination in connection with any other circumstances relevant to the performance of their duties under this Act, the directors of the Corporation may rely upon any statement made in any statement submitted under subsection 13(8) or rely upon their own knowledge of the circumstances and neither the Corporation nor the directors are liable in any action for anything done or omitted by them in good faith as a result of any conclusions made by them on the basis of any such statements or knowledge. R.S.O. 1990, c. O.14, s. 15.
Authorized investments
16. The bonds, debentures, notes and other evidences of indebtedness of the Corporation and the shares of the Corporation are authorized investments for the purposes of the Pension Benefits Act and the Trustee Act and are authorized investments for, (a) the funds of a corporation to which the Loan and Trust Corporations Act or the Insurance Act applies; and (b) the money received by a trust corporation registered under the Loan and Trust Corporations Act for guaranteed investment or as deposits. R.S.O. 1990, c. O.14, s. 16.
Shares may be acquired by Ontario
17. (1) The Minister shall from time to time subscribe for, purchase and hold shares of the Corporation on behalf of Her Majesty in right of Ontario and shall hold at all times a majority of the issued shares of each class of equity shares of the Corporation. Registration and voting of shares purchased by Ontario (2) Shares of the Corporation purchased on behalf of Her Majesty in right of Ontario shall be registered in the books of the Corporation in the name of Her Majesty in right of Ontario as represented by the Minister and may be voted by the Minister or his duly authorized nominee on behalf of Her Majesty in accordance with such regulations as the Lieutenant Governor in Council may prescribe. R.S.O. 1990, c. O.14, s. 17.
Authority to loan money to Corporation
18. (1) The Treasurer of Ontario, with the approval of the Lieutenant Governor in Council and upon such terms and conditions as the Lieutenant Governor in Council may prescribe, may make loans to the Corporation and may acquire and hold as evidence thereof bonds, debentures, notes or other evidences of indebtedness of the Corporation. Payment of money (2) The money required for the purposes of subsection (1) shall be paid out of the Consolidated Revenue Fund. R.S.O. 1990, c. O.14, s. 18.
Where approval required to incur debt or issue securities
19. Despite any other provision of this Act, so long as at least 90 per cent of the issued shares of the Corporation are owned by Her Majesty in right of Ontario, no indebtedness shall be incurred by the Corporation for borrowed money and no securities of the Corporation shall be issued by the Corporation and no securities of the Corporation shall be sold or otherwise disposed of by Her Majesty in right of Ontario except with the approval of the Lieutenant Governor in Council. R.S.O. 1990, c. O.14, s. 19.
Regulations
20. The Lieutenant Governor in Council may make regulations respecting any matter that the Lieutenant Governor in Council considers necessary relating to, (a) the voting by the Minister or his or her duly authorized nominee in respect of shares of the Corporation held by the Minister; (b) terms and conditions that shall apply to the making of loans to the Corporation by the Treasurer of Ontario. R.S.O. 1990, c. O.14, s. 20.