An Act to provide for the continuance of Air Canada under the Canada Business Corporations Act and for the issuance and sale of shares thereof to the publicAir Canada Public Participation ActAir Canada Public Participation20196
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A-10.135 (4th Supp.)1985[1988, c. 44, assented to 18th August, 1988]Short Title
Short titleThis Act may be cited as the Air Canada Public Participation Act.
Interpretation and Application
DefinitionsIn this Act,Corporation means Air Canada, a corporation continued by the Air Canada Act; (Société)Minister means the President of the Queen’s Privy Council or such other 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. (ministre)Same meaningUnless a contrary intention appears, words and expressions used in this Act have the same meaning as in the Canada Business Corporations Act.Operation of Canada Business Corporations ActIn the event of any inconsistency between this Act and the Canada Business Corporations Act, or anything issued, made or established under that Act, this Act prevails to the extent of the inconsistency.Operation of Competition ActNothing in, or done under the authority of, this Act affects the operation of the Competition Act in respect of the acquisition of any interest in the Corporation.R.S., 1985, c. 35 (4th Supp.), s. 2; 1994, c. 24, s. 34(F); 1996, c. 10, s. 206
Binding on the CrownThis Act is binding on Her Majesty in right of Canada or a province.
Transfer of Shares to Minister
Transfer of Air Canada sharesNotwithstanding subsection 13(3) of the Air Canada Act, the shares of the Corporation held by the Minister of Transport in trust for Her Majesty in right of Canada are hereby transferred to the Minister, who is hereby authorized to acquire the shares.Registration and holding of sharesThe shares transferred to the Minister pursuant to subsection (1) shall be registered in the books of the Corporation in the name of the Minister and shall be held by the Minister in trust for Her Majesty in right of Canada.
Continuance
Submission of draft applicationThe Corporation shall submit an application for a certificate of continuance of the Corporation under section 187 of the Canada Business Corporations Act to the Minister for approval.Submission to DirectorForthwith after the Minister approves an application submitted pursuant to subsection (1), the Corporation shall submit the approved application to the Director.PresumptionAn application submitted to the Director pursuant to this section is, subject to this Act, deemed for all purposes to have been made under subsection 187(1) of the Canada Business Corporations Act.R.S., 1985, c. 35 (4th Supp.), s. 5; 1994, c. 24, s. 34(F)
Mandatory provisions in articles of continuanceThe articles of continuance of the Corporation shall contain[Repealed, 2001, c. 35, s. 1][Repealed, 2018, c. 10, s. 90]provisions requiring the Corporation to carry out or cause to be carried out aircraft maintenance activities, including maintenance of any type relating to airframes, engines, components, equipment or parts, in Ontario, Quebec and Manitoba; andprovisions specifying that the head office of the Corporation is to be situated in the Montreal Urban Community.[Repealed, 2018, c. 10, s. 90]Maintenance activitiesFor the purpose of carrying out or causing to be carried out the aircraft maintenance activities referred to in paragraph (1)(d) in Ontario, Quebec and Manitoba, the Corporation may, while not eliminating those activities in any of those provinces, change the type or volume of any or all of those activities in each of those provinces, as well as the level of employment in any or all of those activities.[Repealed, 2001, c. 35, s. 1]Definition of aircraftIn this section, aircraft has the same meaning as in subsection 3(1) of the Aeronautics Act.[Repealed, 2018, c. 10, s. 90]R.S., 1985, c. 35 (4th Supp.), s. 6; 1993, c. 34, s. 3; 1994, c. 24, s. 34(F), c. 47, s. 220; 2000, c. 15, s. 17; 2001, c. 35, s. 1; 2016, c. 8, s. 1; 2018, c. 10, s. 90
Restriction on amendmentThe Corporation and its shareholders and directors shall notapply for continuance of the Corporation in another jurisdiction; ormake any articles or by-laws that are inconsistent with the provisions included in its articles of continuance pursuant to subsection 6(1).
Share Transactions
Dealing with shares, etc., by MinisterThe Minister is hereby authorized toacquire, hold, dispose of and otherwise deal with shares or debt obligations of, or any security interest in, the Corporation; andenter into any agreement or arrangement necessary or incidental to any activity referred to in paragraph (a).Issue and disposal of shares by CorporationThe Corporation is hereby authorized to issue and sell or otherwise dispose of shares of the Corporation.
General
NameNotwithstanding subsection 10(1) of the Canada Business Corporations Act, the Corporation may continue to use and be legally designated by the name “Air Canada” on and after the day on which it becomes a corporation to which that Act applies.R.S., 1985, c. 35 (4th Supp.), s. 9; 1994, c. 24, s. 34(F)
Official Languages ActThe Official Languages Act applies to the Corporation.Duty re subsidiariesSubject to subsection (5), if air services, including incidental services, are provided or made available by a subsidiary of the Corporation, the Corporation has the duty to ensure that any of the subsidiary’s customers can communicate with the subsidiary in respect of those services, and obtain those services from the subsidiary, in either official language in any case where those services, if provided by the Corporation, would be required under Part IV of the Official Languages Act to be provided in either official language.Subsidiary body corporateFor the purposes of this section, a body corporate is a subsidiary of the Corporation ifit is controlled bythe Corporation,the Corporation and one or more bodies corporate each of which is controlled by the Corporation, ortwo or more bodies corporate each of which is controlled by the Corporation; orit is a subsidiary of a body corporate that is a subsidiary of the Corporation.ControlFor the purposes of subsection (3), a body corporate is controlled by another body corporate ifsecurities of the body corporate to which are attached more than 50% of the votes that may be cast to elect directors of the body corporate are held, other than by way of security only, by or for the benefit of the other body corporate; andthe votes attached to those securities are sufficient, if exercised, to elect a majority of the directors of the body corporate.Application of subsection (2)Subsection (2) appliesin respect of air services, including incidental services, provided or made available by a subsidiary of the Corporation at a facility or office in Manitoba, British Columbia, Saskatchewan, Alberta, the Yukon Territory, the Northwest Territories or Nunavut or on a route wholly within those provinces, one year after that subsection comes into force if it had been a subsidiary of the Corporation on that coming into force; andin respect of a person that becomes a subsidiary of the Corporation only after that subsection comes into force, or in respect of Canadian Airlines International Ltd. or Canadian Regional Airlines Ltd. if that airline becomes a subsidiary of the Corporation before that subsection comes into force, three years after the person or airline becomes a subsidiary.[Note: Subsection 10(2) in force July 5, 2000, see SI/2000-59.]ExtensionThe Governor in Council may, by order made on the recommendation of the Minister of Transport, increase the three years referred to in paragraph (5)(b) to a maximum of four years in respect of a route served, or an office or facility from which service is provided, by a subsidiary.Duties of replacementsIf Canadian Airlines International Ltd., Canadian Regional Airlines Ltd. or a subsidiary of the Corporation replaces the Corporation or one of its subsidiaries in providing an air service, including incidental services, that the Corporation or the subsidiary provided on or after December 21, 1999, the Corporation has the duty to ensure that any of the customers of the person who replaces the Corporation or the subsidiary can communicate with that person in respect of those services, and obtain those services from that person, in either official language in any case where those services, if provided by the Corporation or the subsidiary, would be required under Part IV of the Official Languages Act or under subsection (2) to be provided in either official language.For greater certaintyFor greater certainty, subsections (2) and (7) do not affect any duty that the Corporation may have under section 25 of the Official Languages Act.Deemed dutyFor the purposes of Parts VIII, IX and X of the Official Languages Act, the duties referred to in subsections (2) and (7) are deemed to be duties under Part IV of that Act.DefinitionsThe definitions in this subsection apply in this section.air service has the same meaning as in subsection 55(1) of the Canada Transportation Act. (service aérien)customer means, in respect of a subsidiary referred to in subsection (2) or (7), a passenger, shipper or consignee using or intending to use an air service, including incidental services, provided or made available by that subsidiary. (client)incidental services include, in respect of a subsidiary referred to in subsection (2) or (7),ticketing and reservation services;information, including notices and announcements, that it publishes or causes to be published to inform its customers in respect of its routes or tariffs;services provided or made available to customers at an airport, including the control of passengers embarking and disembarking aircraft, announcements directed at customers and counter services; andservices related to baggage or freight claims and client relations. (services connexes)route means, in respect of a subsidiary of the Corporation, a route on which the subsidiary provides a two-way air service between the starting and finishing points of that service by a single conveyance, with or without intermediate stops. (trajet)shipper has the same meaning as in section 6 of the Canada Transportation Act. (expéditeur)R.S., 1985, c. 35 (4th Supp.), s. 10; 2000, c. 15, s. 18
Deemed approvalThe proposed acquisition described in a letter dated December 21, 1999 from 853350 Alberta Ltd. and Air Canada to the Minister of Transport is deemed to be a transaction that has been approved by the Governor in Council under subsection 53.2(7) of the Canada Transportation Act on the day on which that subsection comes into force.Deemed terms and conditionsThe undertakings provided by 853350 Alberta Ltd. and Air Canada to the Minister of Transport in the letter referred to in subsection (1) are deemed to be terms and conditions specified in an approval by the Governor in Council under subsection 53.2(7) of the Canada Transportation Act that relate to national transportation concerns, and the undertakings provided by 853350 Alberta Ltd. and Air Canada to the Commissioner of Competition that are set out in Annex A to a letter from the Commissioner dated December 21, 1999 in respect of the acquisition referred to in that subsection are deemed to be terms and conditions of an approval under subsection 53.2(7) of the Canada Transportation Act that relate to potential prevention or lessening of competition.Deemed affiliatesFor the purposes of sections 45 and 61 of the Competition Act, Canadian Airlines Corporation, Canadian Airlines International Ltd. and Canadian Regional Airlines Ltd. are deemed to be affiliates of Air Canada in respect of any thing they do after December 21, 1999 and before the earlier of the coming into force of this subsection and the day on which the undertakings referred to in subsection (2) cease to have effect.If undertakings cease to have effectThe Governor in Council may, by order, declare that 853350 Alberta Ltd. and Air Canada are not subject to the terms and conditions referred to in subsection (2) if the undertakings cease to have effect and are not revived in the circumstances described inthe paragraph entitled “Effective Date” in the letter referred to in subsection (1); andundertaking #15, set out in Annex A referred to in subsection (2).Revocation of deemed approvalIf the Governor in Council makes an order under subsection (4), the deemed approval under subsection (1) is revoked and any certification under paragraph 94(c) of the Competition Act in respect of the acquisition referred to in that paragraph ceases to have effect.2000, c. 15, s. 19; 2007, c. 19, s. 59
Transitional, Consequential, Repeal and Coming into Force ProvisionsTransitional
Continuation in officeSubject to subsection (2), the members of the Board of Directors of the Corporation who were appointed pursuant to the Air Canada Act and held office immediately prior to the day on which the Corporation becomes a corporation to which the Canada Business Corporations Act applies continue to hold office according to the terms of their appointment.Directors cease to hold officeThe members of the Board of Directors of the Corporation cease to hold office at the close of the first annual meeting of shareholders of the Corporation held after the issuance date, which meeting shall be held not later than six months following the end of the Corporation’s financial year in which that date falls.No right to compensationNo person has any right to claim or receive any compensation, damages, indemnity or other form of relief from Her Majesty in right of Canada or any servant or agent thereof for ceasing to hold office pursuant to, or for the abolition of that office by, this Act.Definition of issuance dateIn this section and section 12, issuance date means the date on which shares of the Corporation are first issued after the coming into force of those sections to any person, other than the Minister.R.S., 1985, c. 35 (4th Supp.), s. 11; 1994, c. 24, s. 34(F)
Qualification of sharesFor the purpose of qualifying the shares of the Corporationas an authorized investment under paragraph 86(n) of the Canadian and British Insurance Companies Act, paragraph 61(1)(j) of the Loan Companies Act or paragraph 78(1)(j) of the Trust Companies Act,as a permitted investment under paragraph 1(n) of Schedule III to the Pension Benefits Standards Regulations, 1985, andas assets that may be vested in trust in Canada under paragraph 1(n) of Schedule II to the Canadian and British Insurance Companies Act or paragraph 1(n) of the schedule to the Foreign Insurance Companies Act,the Corporation is deemed to have satisfied the requirements of those paragraphs with respect to each of the five years immediately preceding the issuance date.Qualification of debt obligationsFor the purpose of qualifying the bonds, debentures or other evidences of indebtedness of the Corporationas an authorized investment under subparagraph 86(k)(i) of the Canadian and British Insurance Companies Act, paragraph 61(1)(g) of the Loan Companies Act or paragraph 78(1)(g) of the Trust Companies Act,as a permitted investment under paragraph 1(m) of Schedule III to the Pension Benefits Standards Regulations, 1985, andas assets that may be vested in trust in Canada under subparagraph 1(k)(i) of Schedule II to the Canadian and British Insurance Companies Act or subparagraph 1(k)(i) of the schedule to the Foreign Insurance Companies Act,the Corporation is deemed to have satisfied the requirements of the paragraphs referred to in subsection (1) with respect to each of the five years immediately preceding the issuance date.
Consequential Amendments
[Amendments]
Repeal
Repeal of R.S., c. A-10The Air Canada Act is repealed on the day on which the Corporation becomes a corporation to which the Canada Business Corporations Act applies.Director to give noticeThe Director is not required to comply with subsection 187(6) of the Canada Business Corporations Act in respect of the Corporation, but the Director shall, on issuing the certificate of continuance of the Corporation, cause a notice to be published in the Canada Gazette setting out the date on which the certificate was issued and on which the Air Canada Act was repealed.R.S., 1985, c. 35 (4th Supp.), s. 14; 1994, c. 24, s. 34(F)
Coming into Force
Coming into forceSection 13 shall come into force on a day to be fixed by order of the Governor in Council.[Note: Section 13 in force October 12, 1988, see SI/88-201.]
[Amendments]RELATED PROVISIONS — 2016, c. 8, s. 2
ArticlesDespite sections 173 to 176 of the Canada Business Corporations Act, the Corporation’s directors may amend its articles in accordance with the amendments set out in this Act.Articles of amendmentWhen the directors amend the articles under subsection (1), they shall send the articles of amendment to the Director in accordance with section 177 of the Canada Business Corporations Act.DefinitionsThe following definitions apply in this section.Corporation has the same meaning as in subsection 2(1) of the Air Canada Public Participation Act. (Société)Director has the same meaning as in subsection 2(1) the Canada Business Corporations Act. (directeur)