Law:International Centre for Human Rights and Democratic Development Act

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R.s.c., 1985, c. 54 (4th Supp.)

An Act to establish the International Centre for Human Rights and Democratic Development

(1988, c. 64, assented to 30th September, 1988)

Contents

Short Title

Short title

1. This Act may be cited as the International Centre for Human Rights and Democratic Development Act.


Interpretation

Definitions

2. (1) In this Act,

“Board”

« conseil »

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

“Centre”

« Centre »

“Centre” means the International Centre for Human Rights and Democratic Development established by section 3;

“Chairman”

« président du conseil »

“Chairman” means the Chairman of the Board;

“director”

« administrateur »

“director” means a member of the Board;

“Minister”

« ministre »

“Minister” means such member of the Queen’s Privy Council for Canada as may be designated by the Governor in Council as the Minister for the purposes of this Act;

“President”

« président du Centre »

“President” means the President of the Centre.

International Bill of Human Rights

(2) For the purposes of this Act, the International Bill of Human Rights means

(a) the Universal Declaration of Human Rights;

(b) the International Covenant on Civil and Political Rights;

(c) the Optional Protocol to the International Covenant on Civil and Political Rights; and

(d) the International Covenant on Economic, Social and Cultural Rights.


Centre Established

Centre established

3. There is hereby established a corporation, to be called the International Centre for Human Rights and Democratic Development.


Objects, Powers And Capacity Of Centre

Objects of Centre

4. (1) The objects of the Centre are to initiate, encourage and support cooperation between Canada and other countries in the promotion, development and strengthening of democratic and human rights institutions and programs that give effect to the rights and freedoms enshrined in the International Bill of Human Rights, including, among those rights,

(a) the right to an adequate standard of living;

(b) the rights of persons not to be subjected to torture or to cruel, inhuman or degrading treatment or punishment;

(c) the rights of freedom of opinion and expression; and

(d) the right to vote and be elected at periodic, genuine elections in pluralistic political systems.

Major object

(2) A major object of the Centre is to help reduce the wide gap that sometimes exists between the formal adherence of states to international human rights agreements and the actual human rights practices of those states.

Mandate

(3) In carrying out its objects, the Centre shall

(a) support developmental programs and activities for the benefit of developing countries;

(b) support programs and activities for the benefit of countries other than developing countries; and

(c) foster and support research and education, discourse, the exchange of information and collaboration among people and institutions in Canada and other countries.

Powers and capacity of Centre

5. (1) In carrying out its objects, the Centre has the capacity and, subject to this Act, the rights, powers and privileges of a natural person and in particular, but without limiting the generality of the foregoing, the Centre may

(a) sponsor and support technical assistance, training programs and advisory services and provide financial resources as required in response to requests emerging directly or indirectly from governments, public or private organizations, institutions or agencies as well as individuals in developing countries and elsewhere;

(b) establish, maintain and support information and data centres and facilities for research and other activities relevant to its objects;

(c) foster and fund research;

(d) sponsor and support seminars, workshops and other meetings;

(e) carry out its activities through existing organizations, institutions and agencies; and

(f) acquire by gift, bequest or otherwise any real or personal property and hold, expend, invest, administer or dispose of any such property, in accordance with the by-laws of the Centre.

Restriction

(2) The Centre may not acquire, otherwise than from a government or other public body, by gift, bequest or otherwise any real or personal property subject to any condition regarding the purpose for which the property is to be used, disposed of or expended that is imposed by the person disposing of the property.

Capacity in Canada

6. (1) The Centre may carry on its activities throughout Canada.

Capacity elsewhere

(2) The Centre has the capacity to carry on its activities, conduct its affairs and exercise its powers in any jurisdiction outside Canada to the extent that the laws of that jurisdiction permit.

Rights preserved

(3) No act of the Centre, including any transfer of property to or by the Centre, is invalid by reason only that the act or transfer is contrary to this Act or the by-laws of the Centre.


Organization

Board of Directors

7. (1) There shall be a Board of Directors of the Centre consisting of a Chairman of the Board, a President of the Centre and eleven other directors to be appointed as provided in sections 8 to 10.

Consultation

(2) All appointments to the Board shall be made after consultation by the Minister with the Leader of the Opposition and the leader of every other recognized party in the House of Commons.

R.S., 1985, c. 54 (4th Supp.), s. 7; 1993, c. 34, s. 87(F).

Appointment of Chairman

8. (1) The Chairman shall be appointed by the Governor in Council to hold office during pleasure for a term not exceeding three years.

Consultation

(2) Before a Chairman, other than the first Chairman, is appointed, the Minister shall consult the Board with respect to the appointment.

Appointment of President

9. (1) The President shall be appointed by the Governor in Council to hold office during pleasure for a term not exceeding five years.

Consultation

(2) Before a President, other than the first President, is appointed, the Minister shall consult the Board with respect to the appointment.

Appointment of directors

10. (1) Eight of the directors, other than the Chairman and the President, shall be appointed by the Governor in Council to hold office during pleasure for such term, not exceeding three years, as will ensure, as far as possible, the expiration in any one year of the terms of office of not more than four of those eight directors.

Idem

(2) Three of the directors, other than the Chairman and the President, shall be appointed by the Board to hold office during pleasure for such term, not exceeding three years, as will ensure, as far as possible, the expiration in any one year of the terms of office of not more than two of those three directors.

Vacancy

(3) If the office of a director, other than the Chairman and the President, becomes vacant during the term of the director appointed thereto, another person may be appointed, in the manner in which that director was appointed, to that office for the remainder of that term or for a new term.

Re-appointment

11. (1) The Chairman, the President and any other director is eligible for re-appointment to the Board in the same or another capacity, but no person may be appointed to hold any such office, other than the office of President, for more than two consecutive terms.

Resignation

(2) A director who wishes to resign that office shall notify the Board in writing to that effect, and the resignation becomes effective at the time the Board receives the notice or the time specified in the notice, whichever is the later.

Election of Vice-Chairman

12. The Board shall elect one of the directors to be Vice-Chairman of the Board.

Canadian citizens or permanent residents

13. (1) The Chairman, the Vice-Chairman, the President and six other directors must be Canadian citizens or permanent residents within the meaning of subsection 2(1) of the Immigration and Refugee Protection Act.

Foreign nationals

(2) The directors appointed pursuant to subsection 10(2) must be nationals of developing countries.

Knowledge and experience

(3) The Board must have knowledge of Canadian foreign policy and experience in international development, the development of democratic institutions, the promotion of human rights internationally and international law relating to individual and collective rights.

R.S., 1985, c. 54 (4th Supp.), s. 13; 2001, c. 27, s. 256.

Functions of Chairman

14. (1) The Chairman shall preside at meetings of the Board and shall perform such other duties or functions as are imposed, or exercise such powers as are conferred, on the Chairman by or under the by-laws of the Centre or by resolution of the Board.

Absence or incapacity of Chairman

(2) If the Chairman is absent or unable to act or if the office of the Chairman is vacant, the Vice-Chairman has and may exercise and perform all the powers, duties and functions of the Chairman.

Functions of President

15. (1) The President is the chief executive officer of the Centre and has supervision over and direction of the work and staff of the Centre and shall perform such duties or functions as are imposed, or exercise such powers as are conferred, on the President by or under the by-laws of the Centre or by resolution of the Board.

Absence or incapacity of President

(2) If the President is absent or unable to act or if the office of the President is vacant, the Board may designate a director or an officer of the Centre to act as President for the time being, but no person so designated shall act as President for more than ninety days without the approval of the Governor in Council.

President’s remuneration

16. (1) The President shall be paid by the Centre such salary or other remuneration as the Governor in Council may fix.

Directors’ fees

(2) The Chairman and other directors, other than the President, shall be paid by the Centre such fees or other remuneration as the Governor in Council may fix.

Expenses

(3) A director shall be paid by the Centre reasonable travel and living expenses incurred by the director while absent from the director’s ordinary place of residence in the course of duties as a director.

Executive committee

17. (1) There shall be an executive committee of the Board consisting of the Chairman, the President and at least three other directors elected annually by the Board.

Canadian citizens or permanent residents

(2) A majority of the members of the executive committee must be Canadian citizens or permanent residents within the meaning of subsection 2(1) of the Immigration and Refugee Protection Act.

Functions of executive committee

(3) The executive committee shall perform such of the functions of the Centre as the Board may by by-law assign to it and shall submit at each meeting of the Board minutes of its proceedings since the last preceding meeting of the Board.

Chairman of the executive committee

(4) The Board shall elect one of the members of the executive committee to be the chairman of the executive committee.

Meetings

(5) The executive committee shall meet at least four times a year.

Quorum

(6) Three members of the executive committee, a majority of whom are Canadian citizens or permanent residents within the meaning of subsection 2(1) of the Immigration and Refugee Protection Act, constitute a quorum at any meeting of the committee.

R.S., 1985, c. 54 (4th Supp.), s. 17; 2001, c. 27, s. 257.

Other committees

18. The Board may appoint advisory, audit or other committees under such terms and conditions as the Board may by by-law prescribe.

Head office

19. The head office of the Centre shall be in the Montreal Urban Community.

Annual meetings of Board

20. (1) The Board shall meet at least twice each year and at such other times as the Chairman deems necessary.

Quorum

(2) Seven directors, at least five of whom are Canadian citizens or permanent residents within the meaning of subsection 2(1) of the Immigration and Refugee Protection Act, constitute a quorum at any meeting of the Board.

R.S., 1985, c. 54 (4th Supp.), s. 20; 2001, c. 27, s. 258.

By-laws

21. The Board may make by-laws respecting

(a) the assignment of any functions of the Centre to the executive committee of the Board and the manner in which those functions shall be exercised;

(b) the constitution of advisory, audit or other committees appointed pursuant to section 18, and the remuneration and expenses, if any, to be paid to the members of such committees;

(c) the powers, duties and functions of the Chairman, President, directors, officers, employees and agents of the Centre;

(d) the employment, engagement and remuneration of officers, employees and agents of the Centre;

(e) the procedure in all business at meetings;

(f) the acquisition, holding, expenditure, investment, administration or disposition of property; and

(g) generally the conduct and management of the affairs of the Centre.

Not an agent of Her Majesty

22. The Centre is not an agent of Her Majesty.


Staff

Staff

23. (1) The Centre may employ or engage such officers, employees and agents as it considers necessary for the proper conduct of the work of the Centre.

Not part of federal public administration

(2) Except as provided in subsections (3) to (5), the Chairman, President, directors, officers, employees and agents of the Centre are not part of the federal public administration.

Superannuation

(3) The President, officers and employees of the Centre shall be deemed to be employed in the public service for the purposes of the Public Service Superannuation Act.

Idem

(4) The Public Service Superannuation Act does not apply to the Chairman or the other directors, other than the President, unless in the case of any of them the Governor in Council otherwise directs.

Compensation

(5) The President, officers and employees of the Centre shall be deemed to be employed in the federal public administration for the purposes of the Government Employees Compensation Act and any regulations made pursuant to section 9 of theAeronautics Act.

R.S., 1985, c. 54 (4th Supp.), s. 23; 2003, c. 22, ss. 224(E), 225(E).

Previous VersionDuty of care

24. (1) Every director and every officer of the Centre in exercising powers and performing duties and functions under this Act shall

(a) act honestly and in good faith with a view to the best interests of the Centre;

(b) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances; and

(c) comply with this Act and the by-laws of the Centre.

Reliance on statements

(2) A director or officer is not liable for a breach of duty under subsection (1) if the director or officer relies in good faith on

(a) financial statements of the Centre represented to the director or officer by an officer of the Centre or in a written report of the auditor of the Centre fairly to reflect the financial condition of the Centre; or

(b) a report of a lawyer, accountant, engineer, appraiser or other person whose position or profession lends credibility to a statement made by that person.

Disclosure of interest in contract

25. (1) A director or officer who

(a) is a party to a material contract or proposed material contract with the Centre, or

(b) is a director or officer of, or has a material interest in, any person who is a party to a material contract or proposed material contract with the Centre,

shall disclose to the Centre the nature and extent of the interest of the director or officer.

Disclosure by-laws

(2) The Board shall make by-laws respecting

(a) the time when and the form and manner in which the disclosure required by subsection (1) shall be made; and

(b) the limitation on the participation of a director or officer who has made a disclosure as required by subsection (1) in any proceedings respecting the contract that is the subject of the disclosure.

Power to indemnify

26. (1) The Centre may indemnify a person who is or was a director or officer of the Centre or who acts or acted at the Centre’s request as a director or officer of another corporation of which the Centre is or was a shareholder or creditor, and the heirs and legal representatives of that person, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by that person in respect of any civil, criminal or administrative action or proceeding to which that person is a party by reason of being or having been such a director or officer, if that person

(a) acted honestly and in good faith with a view to the best interests of the Centre or other corporation; and

(b) in the case of any criminal or administrative action or proceeding that is enforced by a monetary penalty, had reasonable grounds for believing that his conduct was lawful.

Insurance

(2) The Centre may purchase and maintain insurance for the benefit of a person who is a director or officer, and the heirs and legal representatives of that person, against any liability, cost, charge and expense incurred by that person as described in subsection (1).


Financial Provisions

Registered charity

27. The Centre shall be deemed, for the purposes of the Income Tax Act, to be a registered charity within the meaning of that expression for the purposes of that Act.

R.S., 1985, c. 54 (4th Supp.), s. 27; 1999, c. 31, s. 246(F).

Payments to Centre

28. (1) There shall be paid to the Centre out of the Consolidated Revenue Fund for the purpose of supporting developmental programs and activities for the benefit of developing countries,

(a) the amount of one million dollars in the fiscal year commencing on April 1, 1988;

(b) the amount of two million dollars in the fiscal year commencing on April 1, 1989;

(c) the amount of three million dollars in the fiscal year commencing on April 1, 1990;

(d) the amount of four million dollars in the fiscal year commencing on April 1, 1991;

(e) the amount of five million dollars in the fiscal year commencing on April 1, 1992; and

(f) in each fiscal year thereafter, such amount as may be appropriated by Parliament.

Additional moneys

(2) For the purpose of supporting programs and activities for the benefit of countries other than developing countries, the Centre may, in addition to such moneys as may be appropriated by Parliament for that purpose, receive and use moneys provided to it from sources other than the Government of Canada.

Financial year

29. The financial year of the Centre is the period beginning on April 1 in one year and ending on March 31 in the following year.

Auditor

30. The accounts and financial transactions of the Centre shall be audited annually by the Auditor General of Canada and a report of the audit shall be made to the Centre and to the Minister.


Report To Parliament

Annual report to Parliament

31. (1) The Chairman shall, within four months after the end of each fiscal year, transmit to the Minister a report of the activities of the Centre for that fiscal year, including the financial statements of the Centre and the Auditor General’s report thereon.

Review

(2) Within one year after the fourth anniversary of the coming into force of this Act, and every five years thereafter, the Minister shall cause a review and report to be made of the Centre’s activities and organization.

Tabling in Parliament

(3) The Minister shall cause a copy of each report under this section to be laid before each House of Parliament on any of the first fifteen days on which that House is sitting after the day on which the Minister receives the report.

Referral to committee

(4) Each report under this section shall be reviewed by such committee of the House of Commons, of the Senate or of both Houses of Parliament as may be designated or established for the purpose of considering such reports.


Consequential Amendment

32. (Amendment)


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