Budget Implementation Act, 1997 (S.C. 1997, c. 26)

Marginal note:Director representation

11 The appointment of directors shall be made

• (a) to ensure, as far as possible, that at all times approximately one half of the directors will be representative of persons engaged in research and one half representative of the business community or non-profit organizations; and

• (b) having regard to the desirability of having directors drawn from various regions of Canada.

Marginal note:Remuneration for directors

• 12 (1) From and out of the funds of the foundation, the directors may be paid remuneration for acting as directors in amounts determined by the board not exceeding maximum amounts prescribed by regulation and they may be reimbursed for any reasonable out-of-pocket expenses incurred by them in performing their duties or attending meetings of the board or of members.

• Marginal note:Directors not to profit

  (2) Except as provided in subsection (1), no director shall profit or gain any income or acquire any property from the foundation or its activities.

Members

Marginal note:Membership

• 13 (1) There shall be fifteen members of the foundation.

• Marginal note:First members

  (2) Upon this Act receiving royal assent, the Governor in Council, on the recommendation of the Minister, shall without delay appoint six persons as members of the foundation.

• Marginal note:First meeting

  (3) As soon as possible after the appointment of the six members under subsection (2), the Minister shall make arrangements for a first meeting of those members.

• Marginal note:Appointing balance of first members

  (4) At the first meeting of the six members appointed under subsection (2), or at a meeting held as soon after that meeting as possible, those members shall appoint nine further members of the foundation.

• Marginal note:Appointment of successor members

  (5) The appointment of a person as a member to succeed a person whose term as a member expires shall be made by the members at a general meeting of members.

• Marginal note:Filling vacancies

  (6) The appointment of a person as a member to fill a vacancy in the membership caused by a person ceasing to be a member before the member’s term as a member expires shall be made by the members at a general meeting of members.

• Marginal note:Eligibility for members

  (7) A person is not eligible to be appointed a member 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) is a director;

  • (d) does not reside in Canada; or

  • (e) does not meet the qualifications set out in subsection 105(1) of the Canada Business Corporations Act.

Marginal note:Terms of members

• 14 (1) Subject to subsection (2), the members shall be appointed to hold office for terms of five years, but they may be removed from office by a special resolution of the members and, except where they cease to be members under subsection (5), they shall continue to hold office until their successors are appointed.

• Marginal note:Terms of first members

  (2) Of the members appointed under subsections 13(2) and (4), one-third shall be appointed for terms of five years, one-third shall be appointed for four years and one-third shall be appointed for three years but, except where they cease to be members under subsection (5), they shall continue to hold office until their successors are appointed.

• Marginal note:Additional terms of office

  (3) A member is eligible to be reappointed for one or more terms of office.

• Marginal note:Replacements

  (4) A person appointed to fill a vacancy in the office of a member who has ceased to hold the office before the expiry of the member’s term of office shall be appointed to hold office for the unexpired portion of that term.

• Marginal note:Ceasing to be member

  (5) A member ceases to be a member when the member

  • (a) dies;

  • (b) resigns;

  • (c) is appointed to the Senate;

  • (d) is elected to the House of Commons or to the legislature of a province;

  • (e) is appointed a director;

  • (f) becomes an employee or agent of Her Majesty in right of Canada or in right of a province;

  • (g) no longer meets the qualifications set out in subsection 105(1) of the Canada Business Corporations Act; or

  • (h) is removed from office by a special resolution of the members.

Marginal note:Member representation

15 The appointment of members shall be made

• (a) to ensure, as far as possible, that at all times approximately one half of the members will be representative of persons engaged in research and one half representative of the business community or non-profit organizations; and

• (b) having regard to the desirability of having members drawn from various regions of Canada.

Marginal note:No remuneration for members

• 16 (1) The members are not entitled to be paid any remuneration for acting as members but they may be reimbursed for any reasonable out-of-pocket expenses incurred by them in performing their duties or attending meetings of the members.

• Marginal note:Members not to profit

  (2) Except as provided in subsection (1), no member shall profit or gain any income or acquire any property from the foundation or its activities.

Staff

Marginal note:Staff

• 17 (1) The board may appoint such officers, employees and agents of the foundation as they consider necessary to carry out the objects and purposes of the foundation.

• Marginal note:Designation of offices

  (2) Subject to the by-laws of the foundation, the board may designate the offices of the foundation and specify the duties and functions of each office.

• Marginal note:Directors not employees or agents

  (3) Directors and members are not eligible to be employed as employees or agents of the foundation.

• Marginal note:Not part of public service of Canada

  (4) The directors, members, officers, employees and agents of the foundation are not, because of being a director, member, officer, employee or agent of the foundation, part of the federal public administration.

Operations

Marginal note:Administrative expenses

18 From and out of its funds, the foundation may pay salaries and wages of its officers and employees, rent for its accommodation, remuneration for its directors and agents, reimbursement to the directors and members for their reasonable out-of-pocket expenses, and other costs and expenses of carrying on the business of the foundation.

Marginal note:Assistance for eligible projects

• 19 (1) From and out of its funds, the foundation may make grants to eligible recipients to be used by them solely for the purposes of eligible projects in accordance with any terms and conditions specified by the foundation in respect of the grants.

• Marginal note:Limits on financial assistance

  (2) In making grants to an eligible recipient in respect of an eligible project, the foundation shall not acquire any interest, whether through the acquisition of share capital, a partnership interest or otherwise, in any research infrastructure acquired by the recipient for the project.

• Marginal note:Agreements relating to assistance

  (3) For the purpose of assisting an eligible recipient in completing an eligible project, the foundation may enter into agreements with the recipient respecting, among other things, the manner in which the foundation will make advances in respect of a grant to the recipient, when those advances will be made and any terms or conditions on which the grant will be made.

Marginal note:Donations to foundation

• 20 (1) Subject to subsection (3), the foundation may accept donations of money.

• Marginal note:Use of donations

  (2) All money donated to the foundation, and any income arising from the investment of the money, shall be used by the foundation in carrying out its objects and purposes.

• Marginal note:Conditional donations

  (3) The foundation shall not accept a donation of money that is made on the condition that the foundation use the money or any income arising from the investment of the money for any purpose that is not within the objects and purposes of the foundation.

• Marginal note:Exception

  (4) Subsection (3) does not apply where the conditions of a donation of money merely restrict or direct the manner of investing the money until it can be used to make grants to eligible recipients for eligible projects.

Marginal note:Investment policies

21 The board shall 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 foundation’s obligations and anticipated obligations.

Marginal note:Investments

• 22 (1) Subject to any conditions of a donation restricting the investment of the money donated until it can be used to make grants to eligible recipients for eligible projects, the foundation shall invest its funds, and reinvest any income from those funds, in accordance with the investment policies, standards and procedures established by the board.

• Marginal note:Restriction

  (2) The foundation shall not invest its funds in, or acquire any right in any property of, an eligible recipient that has received, is about to receive or has applied for a grant from the foundation.

• Marginal note:Incorporation of other corporations

  (3) The foundation shall not cause any corporation to be incorporated or participate in the incorporation of a corporation or become a partner in a partnership.

• Marginal note:Control of corporation

  (4) The foundation shall not carry on any business for gain or profit otherwise than in the investment of its funds, and shall not hold or acquire a controlling interest in any corporation or enterprise.

Marginal note:Borrowing prohibited

• 23 (1) The foundation 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, pledge or otherwise encumber property of the foundation.

• Marginal note:Real property

  (2) The foundation shall not purchase or accept a donation of real property.

Marginal note:Delegation by directors

• 24 (1) Subject to subsection (2), the board may delegate to the Chairperson, a committee of directors or an officer of the foundation any of the powers of the board.

• Marginal note: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 making of grants to eligible recipients;

  • (c) to appoint directors to, or fill vacancies on, a committee of the board;

  • (d) to appoint officers of the foundation or fix their remuneration;

  • (e) to accept donations;

  • (f) to approve an annual financial statement or a report of the foundation; or

  • (g) to submit to the members any matter requiring the approval of the members.