Law:Enterprise Cape Breton Corporation Act

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R.s.c., 1985, c. 41 (4th Supp.)


(Enacted as Part II to R.S., 1985, c. 41 (4th Supp.), in force December 1, 1988, see Si/88-140.)

Contents

Short Title

Short title

25. This Part may be cited as the Enterprise Cape Breton Corporation Act.


Interpretation

Definitions

26. In this Part,

“Board”

« conseil »

“Board” means the Board of Directors of the Corporation;

“Cape Breton Island”

« île du Cap-Breton »

“Cape Breton Island” means Cape Breton Island and that portion of the Province of Nova Scotia within the following described boundary:

beginning at a point on the southwesterly shore of Chedabucto Bay near Red Head, said point being S70 degrees E (Nova Scotia grid meridian) from Geodetic Station Sand, thence in a southwesterly direction to a point on the northwesterly boundary of highway 344, said point being southwesterly 240 feet from the intersection of King Brook with said highway boundary, thence northwesterly to Crown post 6678, thence continuing northwesterly to Crown post 6679, thence continuing northwesterly to Crown post 6680, thence continuing northwesterly to Crown post 6681, thence continuing northwesterly to Crown post 6632, thence continuing northwesterly to Crown post 6602, thence northerly to Crown post 8575, thence northerly to Crown post 6599, thence continuing northerly to Crown post 6600, thence northwesterly to the southwest angle of the Town of Mulgrave, then along the westerly boundary of the Town of Mulgrave and a prolongation thereof northerly to the Antigonish-Guysborough county line, thence along said county line northeasterly to the southwesterly shore of the Strait of Canso, thence following the southwesterly shore of the Strait of Canso and the northwesterly shore of Chedabucto Bay southeasterly to the place of beginning;

“Chairperson”

« président »

“Chairperson” means the President of the Atlantic Canada Opportunities Agency appointed pursuant to subsection 11(1) of the Atlantic Canada Opportunities Agency Act;

“Chief Executive Officer”

« premier dirigeant »

“Chief Executive Officer” means the Chief Executive Officer of the Corporation appointed under subsection 28(1);

“Corporation”

« Société »

“Corporation” means the Enterprise Cape Breton Corporation;

“Minister”

« ministre »

“Minister” means such member of the Queen’s Privy Council for Canada as is designated by the Governor in Council as the Minister for the purposes of the Atlantic Canada Opportunities Agency Act.

“President”(Repealed, 2006,. 9, s. 247)

“Vice-President”(Repealed, 2006, c. 9, s. 247)

R.S., 1985, c. 41 (4th Supp.), s. 26; 2006, c. 9, s. 247.

Previous Version

Corporation Continued

Composition

27. The Enterprise Cape Breton Corporation is continued as a corporation consisting of a Board of Directors comprising the Chairperson, a Chief Executive Officer and five other directors appointed in accordance with subsection 28(2).

R.S., 1985, c. 41 (4th Supp.), s. 27; 2006, c. 9, s. 248.

Previous VersionAppointment of Chief Executive Officer

28. (1) The Chief Executive Officer shall be appointed by the Governor in Council for a term that the Governor in Council considers appropriate, and may be removed at any time by the Governor in Council.

Appointment of directors

(2) Each director, other than the Chairperson and the Chief Executive Officer, shall be appointed by the Minister, with the approval of the Governor in Council, to hold office for a term not exceeding four years that will ensure, as far as possible, the expiration in any one year of the terms of office of not more than one half of the directors. Each director may be removed at any time by the Minister, with the approval of the Governor in Council.

Re-appointment

(3) The Chief Executive Officer is eligible for re-appointment on the expiration of a term of office. Notwithstanding subsection 105(3) of the Financial Administration Act, any other director who has served two consecutive terms is not, during the twelve months following the completion of a second term, eligible for appointment except as Chairperson or Chief Executive Officer.

Vacancy

(4) A vacancy on the Board does not impair the right of the remaining directors to act but where any such vacancy occurs it shall be filled as soon as practicable by appointment in the manner provided in this section.

R.S., 1985, c. 41 (4th Supp.), s. 28; 2006, c. 9, s. 249.

Previous VersionChairperson to preside

29. The Chairperson shall preside at meetings of the Board, but in the event of the absence or incapacity of the Chairperson or a vacancy in that office, the Chief Executive Officer shall preside.

R.S., 1985, c. 41 (4th Supp.), s. 29; 2006, c. 9, s. 250.

Previous VersionAuthority of Chief Executive Officer

30. (1) The Chief Executive Officer of the Corporation has, on behalf of the Board, the direction and control of the business of the Corporation with authority to act in the conduct of that business in all matters that are not by this Part or by the by-laws of the Corporation specifically reserved to be done by the Board.

Absence or incapacity

(2) In the event of the absence or incapacity of the Chief Executive Officer or a vacancy in that office, the Board shall authorize another officer or director of the Corporation to act as the Chief Executive Officer, but no person may act as such for a period exceeding sixty days without the approval of the Governor in Council.

R.S., 1985, c. 41 (4th Supp.), s. 30; 2006, c. 9, s. 250.

Previous VersionSalaries and fees

31. (1) The Chief Executive Officer shall be paid by the Corporation a salary to be fixed by the Governor in Council. The other directors, except the Chairperson, shall be paid by the Corporation the fees fixed by the Governor in Council for attendance at meetings of the Board or any committee of the Board.

Expenses

(2) Each director other than the Chairperson is entitled to be paid by the Corporation the travel and living expenses incurred in the performance of the director’s duties that are fixed by by-law of the Corporation.

R.S., 1985, c. 41 (4th Supp.), s. 31; 2006, c. 9, s. 251.

Previous VersionStaff

32. (1) The Corporation may employ such officers and employees and technical and professional advisers as it considers necessary for the proper conduct of its activities.

Remuneration and terms and conditions of employment

(2) The persons employed pursuant to subsection (1) shall be paid by the Corporation such remuneration as is fixed or provided for by the Board and shall be employed on such terms and conditions as are fixed or provided for by by-laws of the Corporation.


Objects And Powers

Objects

33. The objects of the Corporation are to promote and assist, either alone or in conjunction with any person or the Government of Canada or of Nova Scotia or any agency of either of those governments, the financing and development of industry on Cape Breton Island to provide employment outside the coal producing industry and to broaden the base of the economy of Cape Breton Island.

Powers

34. (1) In carrying out its objects, the Corporation may

(a) where a company or person is carrying on or proposing to carry on a business or enterprise that the Corporation considers is likely to make a substantial contribution to the industrial development of Cape Breton Island,

(i) lend money, either with or without security and at such rate of interest as the Corporation considers appropriate or without interest, to the company or person,

(ii) make grants to the company or person,

(iii) notwithstanding section 91 of the Financial Administration Act, invest in the shares or securities of the company or person and hold or sell or otherwise dispose of such shares or securities, or

(iv) with the approval of the Governor in Council on the recommendation of the Minister and the Minister of Finance, guarantee repayment by the company or person of any moneys borrowed by it or that person and the payment of all or any portion of the interest thereon;

(b) purchase, lease or otherwise acquire any lands or interests therein on Cape Breton Island and manage, improve, develop or otherwise deal with or administer the same;

(c) sell or otherwise dispose of any lands or interests therein acquired by it for such consideration as the Corporation thinks fit and for cash or credit or part cash and part credit or for shares or securities of any company or person carrying on or proposing to carry on a business or enterprise that the Corporation considers is likely to make a substantial contribution to the industrial development of Cape Breton Island;

(d) take or hold mortgages, liens or charges to secure payment of the sale price of any lands sold or disposed of by it or for any unpaid balance of any such sale price and sell or otherwise dispose of those mortgages, liens or charges;

(e) advertise industrial opportunities on Cape Breton Island both within and outside Canada, publish and distribute brochures and other similar material and grant prizes and awards for and make donations and contributions to the effective promotion of the industrial and economic development of Cape Breton Island; and

(f) do all such other things as the Corporation deems incidental or conducive to the attainment of its objects.

Cooperation

(2) The Corporation shall, to the greatest possible extent consistent with the performance of its duties under this Part, consult and cooperate, either directly or, if a committee to coordinate economic development activities on Cape Breton Island is established pursuant to any agreement in that behalf between the Governments of Canada and Nova Scotia, through that committee, with all departments, branches and agencies of the Governments of Canada and Nova Scotia having duties related to or having aims or objects related to those of the Corporation, and shall not undertake any action in relation to such objects if that action can be more appropriately carried out under any other assistance program or can reasonably be carried out without the assistance of the Corporation.

Directions

(3) The Corporation shall comply with any directions from time to time given to it by the Minister respecting the exercise of its powers.

Applicable provisions

(4) Subsections 89(2) to (6) and section 153 of the Financial Administration Act apply, with such modifications as the circumstances require, to a direction given under subsetion (3) as though it were a directive referred to in those provisions.


Financial Provisions

Payments by Minister of Finance

35. (1) The Minister of Finance shall, out of the Consolidated Revenue Fund, on the requisition of the Corporation and the Minister, in accordance with approved budgets of the Corporation, cause to be paid to the Corporation from time to time as required by it such amounts as may from time to time be appropriated by Parliament therefor.

Aggregate of guarantees and payments thereon

(2) The aggregate amount outstanding of guarantees given by the Corporation pursuant to paragraph 34(1)(a) shall not at any time exceed one hundred million dollars, and any amount required to be paid by the terms of any such guarantee may be paid pursuant to section 29 of the Financial Administration Act and shall not be included in computing the aggregate of payments made to the Corporation pursuant to subsection (1).

Administration of funds

36. (1) All moneys received by the Corporation through the conduct of its operations or otherwise on behalf of or to its credit, including moneys received by the Corporation from Her Majesty in right of Nova Scotia, whether pursuant to an agreement in that behalf between the Governments of Canada and Nova Scotia or otherwise, from an agency of Her Majesty in right of Nova Scotia or from any other person, shall be deposited to the credit of accounts of the Corporation and, subject to the terms, if any, on which they were received, shall be administered and expended by the Corporation exclusively in the exercise and performance of the powers, duties and functions of the Corporation.

Investments

(2) The Corporation may invest any moneys administered by it pursuant to this section in obligations of or guaranteed by the Government of Canada.

Books of account

(3) The Corporation shall keep proper books of account and records related thereto.

Information on guarantees

37. Each capital budget submitted by the Corporation pursuant to section 124 of the Financial Administration Act shall include such information regarding any guarantees that the Corporation proposes to give pursuant to paragraph 34(1)(a) during the fiscal year to which the budget relates as the Minister may from time to time require.


General

Head office and meetings

38. The head office of the Corporation shall be at Sydney, Nova Scotia, but meetings of the Board may be held in such other places in Atlantic Canada as the directors may decide.

By-laws

39. The Board may make by-laws

(a) respecting the calling of meetings of the Board;

(b) respecting the conduct of business at meetings of the Board and the establishment of committees thereof, the delegation of duties to those committees and the fixing of quorums for meetings of the Board and committees thereof;

(c) fixing the travel and living expenses to be paid to directors other than the Chairperson;

(d) respecting the duties and conduct of the directors, officers and employees of the Corporation and the terms and conditions of employment of officers and employees of the Corporation;

(e) respecting the establishment, management and administration of a pension fund for the Chief Executive Officer and the officers and employees of the Corporation and dependants of those persons, the contributions to be made to the fund by the Corporation and the investment of the pension fund moneys; and

(f) generally for the conduct and management of the affairs of the Corporation.

R.S., 1985, c. 41 (4th Supp.), s. 39; 2006, c. 9, s. 252.

Previous VersionAgent of Her Majesty

40. Except as provided in subsection 41(1), the Corporation is, for all purposes of this Part, an agent of Her Majesty in right of Canada.

Persons employed not servants of Her Majesty

41. (1) Persons employed by the Corporation pursuant to subsection 32(1) are not officers or servants of Her Majesty.

Application of Aeronautics Act

(2) For the purpose of any regulation made pursuant to section 9 of theAeronautics Act, the officers and employees of the Corporation shall be deemed to be employed in the federal public administration.

R.S., 1985, c. 41 (4th Supp.), s. 41; 2003, c. 22, s. 224(E).

Previous VersionPayments in lieu of taxes

42. (1) The Corporation may make grants in lieu of taxes to any municipality on Cape Breton Island not exceeding the taxes that might be levied by the municipality on the Corporation if the Corporation were not an agent of Her Majesty.

General expenditures

(2) All expenditures of the Corporation for the payment of which no other provision is made by this Part shall be paid out of moneys appropriated by Parliament therefor.

Annual report

43. The Corporation shall submit a copy of each annual report of the Corporation prepared in accordance with section 150 of the Financial Administration Act to the Lieutenant Governor in Council of Nova Scotia.


Transitional

Continuation

44. (1) The Cape Breton Development Corporation Act and sections 27 to 43 of this Part shall be construed as if the Industrial Development Division of the Cape Breton Development Corporation were a separate corporation, in this section referred to as the “continued corporation”, continued as the Enterprise Cape Breton Corporation, in this section referred to as the “new corporation”, established by section 27 of this Part.

Directors and officers

(2) For the purposes of this section, the members of the Board of Directors of the continued corporation shall be deemed to have resigned immediately before the corporation was continued, and the President of the Cape Breton Development Corporation shall be deemed not to have been an officer or director of the continued corporation.

By-laws

(3) The by-laws of the Cape Breton Development Corporation that are in force on the coming into force of this section shall, to the extent they are applicable, be deemed to have been the by-laws of the continued corporation but those by-laws shall cease to have effect as the by-laws of the new corporation sixty days after the coming into force of this section.

Directions

(4) The President of the Treasury Board, the Minister and the minister responsible for Cape Breton Development Corporation may, by order, give such directions as they deem necessary to give effect to the intent of this section, and any such directions have the force of law.

Transfer of property

(5) For greater certainty, the administration and control of all property that, on the coming into force of this section, is held by or leased to the Cape Breton Development Corporation for the use or benefit of the continued corporation are transferred to the new corporation.

Certain provisions not to apply

(6) Sections 90, 91 and 99 of the Financial Administration Act do not apply in respect of any transfer of assets, including shares, from the Cape Breton Development Corporation to the new corporation under or pursuant to this Part, and section 91 of that Act does not apply in respect of any acquisition by the new corporation of those assets.


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