Canada Post Corporation Act (R.S.C., 1985, c. C-10)

Marginal note:Library book rate

21.1 The Corporation may, with the approval of the Governor in Council, enter into an agreement with Her Majesty in right of Canada to continue the reduced rate of postage for library books.

Reports

Marginal note:Ten-year review

• 21.2 (1) Five years after this Act comes into force, and every ten years thereafter, the Minister must have a review undertaken of the definition library material and of the operation of paragraph 19(1)(g.1).

• Marginal note:Report to Parliament

  (2) Within one year after the review is undertaken, the Minister must submit to Parliament a report on the review.

• Marginal note:Reference to parliamentary committee

  (3) The report stands referred to the committee of the House of Commons, or of both Houses of Parliament, that is designated or established for that purpose, which shall

  • (a) as soon as possible thereafter, review the report; and

  • (b) report to the House of Commons, or to both Houses of Parliament, within one year after the laying of the report of the Minister or any further time that the House of Commons, or both Houses of Parliament, may authorize.

Directives

Marginal note:Directives

• 22 (1) In the exercise of its powers and the performance of its duties, the Corporation shall comply with such directives as the Minister may give to it.

• Marginal note:Application of Financial Administration Act

  (2) Subsections 89(2) to (6) and section 153 of the Financial Administration Act apply, with such modifications as the circumstances require, to a directive given under subsection (1) as though it were a directive referred to in those provisions.

• Marginal note:Compensation

  (3) Where the Governor in Council is satisfied that the Corporation has sustained or is likely to sustain financial loss in complying with any directive given to it under subsection (1) or section 89 of the Financial Administration Act, he may compensate the Corporation for that loss and for that purpose he may

  • (a) require an audit of the books and records of the Corporation to determine the amount of the loss;

  • (b) determine the amount of the compensation that may be paid or the manner of calculating such amount, including the setting of a maximum amount; and

  • (c) determine the manner in which and the time when the compensation may be paid.

• Marginal note:Appropriation

  (4) The amount of any compensation under this section shall be paid out of moneys appropriated by Parliament therefor.

• Marginal note:Tabling in Parliament

  (5) The Minister shall cause an estimate of any increased costs or losses likely to be incurred by the Corporation as a result of complying with any directive given to it under subsection (1) or section 89 of the Financial Administration Act to be laid before Parliament on any of the first fifteen days that either House of Parliament is sitting after the day the directive was so given.

Status of Corporation

Marginal note:Agent of Her Majesty

23 The Corporation is, for the purposes of this Act, an agent of Her Majesty in right of Canada.

Marginal note:Contracts

24 The Corporation may enter into contracts with Her Majesty as though it were not an agent of Her Majesty.

Marginal note:Winding-up

25 No Act relating to the winding-up of a corporation applies in respect of the Corporation and in no case shall the affairs of the Corporation be wound up unless Parliament so provides.

Marginal note:Public Servants Inventions Act

26 Notwithstanding section 9 of the Public Servants Inventions Act, the administration and control of any invention made by an officer or employee of the Corporation and vested in Her Majesty by that Act and any patent issued with respect thereto are vested in the Corporation, and any money received by the Corporation in the course of the administration and control of the invention or patent may be retained by the Corporation and used for its own purposes.

Marginal note:Canada Business Corporations Act

• 27 (1) The definitions “beneficial ownership”, “debt obligation”, “redeemable share”, “security”, “security interest” and “special resolution” in subsection 2(1) and sections 23 to 26, 34, 36 to 38 (except subsection 38(6)), 42, 43, 50, 172 and 257 of the Canada Business Corporations Act apply, with such modifications as the circumstances require, in respect of the Corporation as if the references therein to articles were references to the by-laws of the Corporation.

• Marginal note:Assets of Corporation

  (2) For the purposes of applying subsections 34(2), 36(2) and 38(3) and section 42 of the Canada Business Corporations Act in respect of the Corporation, the assets held by the Corporation as an agent of Her Majesty in right of Canada shall be deemed to be assets of the Corporation.

Financial

Marginal note:Authorized capital

• 27.1 (1) The Corporation has an authorized capital consisting of an unlimited number of shares of such classes as the Board may, with the approval of the Governor in Council on the recommendation of the Minister, the Minister of Finance and the Treasury Board, prescribe by by-law.

• Marginal note:Classes of shares

  (2) Each class of shares of the Corporation has such rights, privileges, restrictions and conditions, and each shareholder and the Corporation have such rights and are subject to such restrictions in respect of the shares, as the Board may, with the approval of the Governor in Council on the recommendation of the Minister, the Minister of Finance and the Treasury Board, prescribe by by-law.

• Marginal note:By-laws

  (3) Without limiting the generality of subsection (2), the by-laws may

  • (a) prescribe voting rights, rights of shareholders to require redemption, rights of the Corporation to redeem, restrictions or prohibitions on transfer, procedures for the enforcement of the restrictions or prohibitions, and rights on liquidation;

  • (b) attach rights, privileges, restrictions or conditions only to shares held by employees of the Corporation or only to shares held in trust for Her Majesty in right of Canada; and

  • (c) be inconsistent with any provision referred to in section 27.

• Marginal note:Restriction

  (4) No shares of the Corporation may be held or beneficially owned by any person, other than

  • (a) Her Majesty in right of Canada or a trustee for Her Majesty in right of Canada; or

  • (b) an employee of the Corporation or a trustee for an employee of the Corporation.

• Marginal note:Idem

  (5) Not more than ten per cent of the issued and outstanding shares of the Corporation may be held or beneficially owned by the employees of the Corporation.

Marginal note:Issue of shares to Minister

• 27.2 (1) The Corporation is authorized to issue to the Minister, and the Minister is authorized to acquire, shares of the Corporation in substitution for the equity of the Corporation held by or on behalf of Her Majesty in right of Canada.

• Marginal note:Registration of shares

  (2) Shares of the Corporation acquired by the Minister shall be registered in the name of the Minister in the books of the Corporation and shall be held by the Minister in trust for Her Majesty in right of Canada.

• Marginal note:Consideration

  (3) Subsection 25(3) of the Canada Business Corporations Act does not apply in respect of the first issue of shares to the Minister.

• Marginal note:Exclusive right to vote

  (4) The shares held by the Minister have the exclusive right to vote at meetings of the shareholders of the Corporation.

• Marginal note:Allocation

  (5) The amount standing to the credit of the Equity of Canada on the balance sheet of the Corporation as at the date of the first issue of shares to the Minister shall be equal to the net asset value of the Corporation on that date and shall be allocated, in such amounts as the Board, with the approval of the Minister and the Treasury Board, may determine, to the initial stated capital for the class of those shares and to one or more contributed surplus accounts, if any.

• Marginal note:Net asset value

  (6) For the purposes of subsection (5), the net asset value of the Corporation on the date of the first issue of shares to the Minister is such amount as the Board, with the approval of the Treasury Board, deems appropriate, and any difference from the net asset value as reflected on the last audited balance sheet of the Corporation before that date shall be reflected as a charge or credit, as appropriate, to the Equity of Canada on the balance sheet of the Corporation for that date.

• Marginal note:Presumption

  (7) For the purposes of subsections (5) and (6), the date of the first issue of shares to the Minister shall be deemed to be such date as the Board, with the approval of the Treasury Board, may determine, which date may be before the date on which the determination is made.

Marginal note:Issue or transfer of shares to employees

• 27.3 (1) The Minister, the Corporation and any subsidiary of the Corporation are authorized to issue or transfer to, and to purchase from, directly or indirectly, employees of the Corporation non-voting shares of the Corporation in accordance with such plan as the Board may, with the approval of the Governor in Council on the recommendation of the Minister, the Minister of Finance and the Treasury Board, establish by by-law.

• Marginal note:Consideration

  (2) Notwithstanding subsections 25(3) and (4) of the Canada Business Corporations Act, a by-law establishing a plan referred to in subsection (1) may authorize the issue of the shares for no consideration or for such consideration as the by-law may prescribe.

Marginal note:Dividends

27.4 Subject to section 42 of the Canada Business Corporations Act and sections 130.1 and 130.2 of the Financial Administration Act, the Corporation shall declare and pay a dividend on the issued and outstanding shares of the Corporation in such form and amount as the Board may determine in accordance with the rights, privileges, restrictions and conditions attaching to the shares.

Marginal note:Borrowing power

28 The Corporation may

• (a) borrow money on the credit of the Corporation; and

• (b) issue or reissue, sell or pledge debt obligations, secured or unsecured, of the Corporation.

Marginal note:Government assistance

29 The Minister of Finance, on the application of the Corporation approved by the Minister, may, with the approval of the Governor in Council, lend money to the Corporation from the Consolidated Revenue Fund on such terms and conditions as are approved by the Governor in Council.