Law:An Act to establish the Corporation for the Mitigation of Mackenzie Gas Project Impacts
From Law Delta
S.c. 2006, c. 4, s. 208
Assented to 2006-06-22
An Act to establish the Corporation for the Mitigation of Mackenzie Gas Project Impacts
(Enacted by section 208 of chapter 4 of the Statutes of Canada, 2006, in force November 10, 2006, see Si/2006-132.)
1. This Act may be cited as the Mackenzie Gas Project Impacts Act.
2. The following definitions apply in this Act.
« conseil »
“board” means the board of directors of the Corporation.
« Société »
“Corporation” means the Corporation for the Mitigation of Mackenzie Gas Project Impacts established by section 3.
« administrateur »
“director” means a person who is on the board and includes the chairperson.
« travaux admissibles »
“eligible project” means a project referred to in section 5.
“employee or agent of Her Majesty in right of a province”
« fonctionnaire ou mandataire de Sa Majesté du chef d’une province »
“employee or agent of Her Majesty in right of a province” does not include an employee or agent of Her Majesty in right of a province whose duties and functions in that capacity are restricted to work in a university, college or other educational institution.
“Mackenzie gas project”
« projet gazier Mackenzie »
“Mackenzie gas project” means the project proposed by a consortium led by Imperial Oil Resources Ventures Limited that includes the development of the natural gas fields of Niglintgak, Taglu and Parsons Lake, and the construction and operation of
(a) a gathering system related to those fields;
(b) a natural gas liquids pipeline;
(c) the natural gas pipeline that is the subject of the application GH-12004 made to the National Energy Board on October 7, 2004; and
(d) facilities related to the fields, the gathering system or the pipelines.
« ministre »
“Minister” means the Minister of Indian Affairs and Northern Development.
« organisation régionale »
“regional organization” means an organization referred to in the schedule.
3. There is hereby established a corporation to be known as the Corporation for the Mitigation of Mackenzie Gas Project Impacts.
Corporation not agent of Her Majesty
4. The Corporation is not an agent of Her Majesty in right of Canada.
Objects and purposes of Corporation
5. (1) The objects and purposes of the Corporation are to provide contributions to regional organizations with respect to projects described in subsection (2).
(2) The Corporation may only provide contributions to regional organizations in respect of a project if the project
(a) mitigates the existing or anticipated socio-economic impacts on communities in the Northwest Territories arising from the Mackenzie gas project; and
(b) is consistent with criteria established and made publicly available by the Corporation.
6. In carrying out its objects and purposes, the Corporation has the capacity and, subject to this Act, the rights, powers and privileges of a natural person.
7. The head office of the Corporation shall be in a place in Canada designated by the Governor in Council.
Canada Corporations Act
8. The Canada Corporations Act, chapter C-32 of the Revised Statutes of Canada, 1970, does not apply to the Corporation.
Board of directors
9. There shall be a board of directors consisting of either three or five persons, including the person appointed as chairperson.
Notice of appointment
10. (1) The Minister shall provide notice to the regional organizations at least one month before appointing the first director, other than the chairperson, under section 105 of the Financial Administration Act and each successor of that director.
Nominees of regional organizations
(2) The regional organizations, on receiving the notice, may provide the Minister with a list of nominees for the appointment. The Minister shall consider the nominees before making the appointment.
Eligibility for directors
(3) A person is not eligible to be appointed as a director if the person
(a) is a member of the Senate, the House of Commons or the legislature of a province;
(b) is an employee or agent of Her Majesty in right of Canada or in right of a province;
(c) does not ordinarily reside in Canada; or
(d) is disqualified under subsection 105(1) of the Canada Business Corporations Act.
(4) Until all directors are appointed, the Corporation shall not provide any contributions or enter into any agreements or arrangements, or review any applications, for or in respect of contributions.
Terms of office of directors
11. (1) The directors, other than the chairperson, shall be appointed to hold office during pleasure for terms not exceeding five years.
(2) The appointment of all directors shall 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 of the Corporation.
Ceasing to be director
(3) A director ceases to be a director when the director
(c) is appointed to the Senate;
(d) is elected to the House of Commons or to the legislature of a province;
(e) becomes an employee or agent of Her Majesty in right of Canada or in right of a province;
(f) ceases to be ordinarily resident in Canada; or
(g) becomes disqualified under subsection 105(1) of the Canada Business Corporations Act.
Director representation and experience
12. The appointment of directors shall be made having regard to the need for a board that has sufficient knowledge of, and experience in, financial administration and sufficient knowledge of the socio-economic issues affecting communities in northern regions.
Costs and expenses of Corporation
13. (1) The following shall be paid by the Corporation:
(a) the directors’ remuneration and benefits, in accordance with section 108 of the Financial Administration Act;
(b) the directors’ reasonable travel and living expenses incurred by them in the performance of their duties under this Act while absent from their ordinary place of residence; and
(c) other costs and expenses of carrying on the business of the Corporation.
Directors not to profit
(2) Except as provided under subsection (1), no director shall profit, gain any income or acquire any property, from the Corporation or its activities.
14. (1) The board may appoint any officers, employees, agents and mandataries of the Corporation that it considers necessary to carry out the objects and purposes of the Corporation.
Designation of offices
(2) Subject to the by-laws of the Corporation, the board may designate the offices of the Corporation and specify the duties and functions of each office.
Directors not employees, agents or mandataries
(3) Directors are not eligible to be employees, agents or mandataries of the Corporation.
Not part of federal public administration
(4) The directors, officers, employees, agents and mandataries of the Corporation are not, because of being directors, officers, employees, agents and mandataries of the Corporation, part of the federal public administration.
Agreement with regional organizations
15. (1) The Corporation shall, before providing a contribution to a regional organization, enter into an agreement with the organization respecting, among other things,
(a) the manner in which advances will be made in respect of contributions and when those advances will be made;
(b) the terms or conditions on which the contributions will be provided; and
(c) the evaluation of the regional organization’s performance in achieving the objectives associated with the provision of contributions for eligible projects and the evaluation of the results of the projects that are funded.
Corporation not to acquire a benefit or interest
(2) In providing contributions to a regional organization, the Corporation shall not acquire any benefit or any interest, including an ownership interest, whether through the acquisition of share capital, a partnership interest or otherwise.
16. The board shall, with the approval of the Minister of Finance, establish investment policies, standards and procedures that a reasonably prudent person would apply in respect of a portfolio of investments to avoid undue risk of loss and obtain a reasonable return, having regard to the Corporation’s obligations and anticipated obligations.
17. (1) The Corporation shall invest its funds, and reinvest any income from those funds, in accordance with the investment policies, standards and procedures established by the board.
Incorporation of other corporations
(2) The Corporation shall not cause any corporation to be incorporated, participate in such an incorporation or become a partner in a partnership.
Control of Corporation
(3) Except for the investment of its funds, the Corporation shall not carry on any business for gain or profit and shall not hold or acquire any interest in any corporation or enterprise.
18. (1) Except as permitted under its corporate plan approved in accordance with section 122 of the Financial Administration Act, the Corporation shall not borrow money, issue any debt obligations or securities, give any guarantees to secure a debt or other obligation of another person or mortgage, hypothecate, pledge or otherwise encumber property of the Corporation.
Real property or immovables
(2) The Corporation shall not purchase or accept a donation of real property or immovables.
Delegation by board
19. (1) Subject to subsection (2), the board may delegate to the chairperson, a committee of directors or an officer of the Corporation any of the powers or rights of the board.
Restrictions on delegation
(2) The board shall not delegate any power or right of the board
(a) to enact, amend or repeal by-laws;
(b) to authorize the provision of contributions to regional organizations for eligible projects;
(c) to appoint officers of the Corporation or fix their remuneration; or
(d) to approve the annual financial statements or reports of the Corporation.
20. The Governor in Council may, by order, require the Corporation to cease carrying on business and liquidate its assets.
21. Any money remaining after liquidation shall be distributed in accordance with instructions given by the Governor in Council.
22. The Corporation shall include in its by-laws provisions
(a) entitling a regional organization that has made an application for a contribution from the Corporation to request the board to make a ruling as to the possible conflict of interest of a director in the consideration or disposal of the application;
(b) establishing procedures to be followed by the board in responding to the request and giving the ruling; and
(c) determining the fiscal year of the Corporation.
23. In the event of an inconsistency between the provisions of this Act and the provisions of Part X of the Financial Administration Act, the provisions of this Act prevail.
Amendment Of Schedule
Order in Council
24. The Governor in Council may, by order made on the recommendation of the Minister, add or delete the name of any organization to or from the schedule.
(Sections 2 and 24)