Canada Marine Act (S.C. 1998, c. 10)

Marginal note:Consequences for commissioners

11 The commissioners of a harbour commission continued under subsection 10(1) cease to hold office on the day referred to in section 18 and have no right to claim or receive any compensation, damages, indemnity or other form of relief from Her Majesty in right of Canada or from any servant or agent of Her Majesty for ceasing to hold office by virtue of this Part.

Initial Port Authorities

Marginal note:Continued or deemed incorporated

• 12 (1) A port authority set out in an item of Part 1 of the schedule is automatically continued or deemed to be incorporated under section 8 on the day on which that item comes into force and the Minister shall issue to it letters patent that set out the information required by subsection 8(2).

• Marginal note:Rights and obligations preserved — harbour commissions

  (2) The rights and obligations of a port authority referred to in subsection (1) that was one or more harbour commissions immediately before the coming into force of this subsection are governed by subsection 10(3).

• Marginal note:Rights and obligations preserved — local port corporations

  (3) The rights and obligations of a port authority referred to in subsection (1) that was, immediately before the coming into force of this subsection, a local port corporation established under the Canada Ports Corporation Act are as follows:

  • (a) the corporate name of the port authority is substituted for that of the local port corporation in every contract, collective agreement, lease, licence, permit or other document entered into or granted by the local port corporation, the Canada Ports Corporation or any of their predecessors in respect of the port;

  • (b) the real property and immovables, and any rights related to them, that the local port corporation administers, or the title to which it holds, on behalf of Her Majesty in right of Canada, whether or not in its own name, remain the property and rights of Her Majesty;

  • (c) the management of the federal real property and federal immovables set out in the letters patent, and any rights related to them, is conferred on the port authority;

  • (d) the personal property or movable, and any rights related to it, that the local port corporation administers, or the title to which it holds, on behalf of Her Majesty in right of Canada, whether or not in its own name, become the property and rights of the port authority;

  • (e) an existing cause of action, proceeding or claim by or against the local port corporation or liability or other obligation of the local port corporation is unaffected except that any judgment or order is to be satisfied first by the port authority;

  • (f) a civil, criminal or administrative action or proceeding pending by or against the local port corporation may be continued only by or against the port authority; and

  • (g) subject to paragraph (e), a conviction against, or a ruling, order or judgment in favour of or against, the local port corporation may be enforced only by or against the port authority.

• Marginal note:Rights and obligations preserved — non-corporate ports

  (4) The rights and obligations of a port authority referred to in subsection (1) that was, immediately before the coming into force of this subsection, a non-corporate port within the meaning of the Canada Ports Corporation Act are as follows:

  • (a) the corporate name of the port authority is substituted for that of the Canada Ports Corporation or any of its predecessors in every contract, collective agreement, lease, licence, permit or other document entered into or granted by the Canada Ports Corporation or any of its predecessors in respect of the port;

  • (b) the real property and immovables, and any rights related to them, that form part of the port and that the Canada Ports Corporation administers, or the title to which it holds, on behalf of Her Majesty in right of Canada, whether or not in its own name, remain the property and rights of Her Majesty;

  • (c) the management of the federal real property and federal immovables set out in the letters patent, and any rights related to them, is conferred on the port authority;

  • (d) the personal property or movable, and any rights related to it, that relate to the port and that the Canada Ports Corporation administers, or the title to which it holds, on behalf of Her Majesty in right of Canada, whether or not in its own name, become the property and rights of the port authority;

  • (e) an existing cause of action, proceeding or claim by or against the Canada Ports Corporation in respect of the port or a liability or other obligation of that Corporation in respect of the port is unaffected except that any judgment or order is to be satisfied first by the port authority;

  • (f) a civil, criminal or administrative action or proceeding pending by or against the Canada Ports Corporation in respect of the port may be continued only by or against the port authority; and

  • (g) subject to paragraph (e), a conviction against, or a ruling, order or judgment in favour of or against, the Canada Ports Corporation in respect of the port may be enforced only by or against the port authority.

• Marginal note:Fixing limits of port

  (5) For the purposes of subsection (4), the Minister may fix the limits of a non-corporate port that is to be managed by a port authority and settle any question that arises in respect of the property, rights or obligations of the port authority.

Marginal note:Consequences for former directors and commissioners

• 13 (1) The directors or commissioners of the bodies that become port authorities under section 12 cease to hold office on the day referred to in section 18 and have no right to claim or receive any compensation, damages, indemnity or other form of relief from Her Majesty in right of Canada or from any servant or agent of Her Majesty for ceasing to hold office by virtue of this Part.

• Marginal note:Consequences for officers

  (2) Neither the port authority nor Her Majesty in right of Canada is bound by any severance agreement entered into between a predecessor of the port authority and any of its officers after December 1, 1995.

Amalgamation of Port Authorities

Marginal note:Directors

• 13.1 (1) The Governor in Council may remove any director of an amalgamating port authority during the period that begins on the day on which the Governor in Council requires the amalgamation and ends on the day before the day on which the amalgamation takes effect.

• Marginal note:Subsection 14(2.3)

  (2) Subsection 14(2.3) does not apply to a director of an amalgamating port authority who holds office on the day on which the Governor in Council requires the amalgamation.

• Marginal note:Fees continued

  (3) A fee that is in force in respect of a port on the day on which an amalgamation takes effect continues in force for a period that ends on the earlier of the expiry of six months and the day on which it is replaced by a fee fixed under subsection 49(1).

Directors

Marginal note:Appointment of directors

• 14 (1) The directors of a port authority shall be appointed as follows:

  • (a) the Governor in Council appoints one individual nominated by the Minister;

  • (b) the municipalities mentioned in the letters patent appoint one individual;

  • (c) the province or provinces mentioned in the letters patent appoint one or two individuals as mentioned in the letters patent; and

  • (d) the Governor in Council appoints the remaining individuals nominated by the Minister in consultation with users selected by the Minister or the classes of users mentioned in the letters patent.

• Marginal note:Directors appointed by provinces and municipalities

  (1.1) The Governor in Council may appoint a director under paragraph (1)(b) or (c) who has been nominated by the Minister if the position has been vacant for more than one year.

• Marginal note:Tenure of office

  (2) Directors are appointed to hold office for any term of not more than three years that will ensure as far as possible the expiry in any one year of the terms of office of not more than one half of the directors, the terms being renewable twice only.

• Marginal note:Maximum term of office

  (2.1) A director shall serve no more than nine consecutive years on the board.

• Marginal note:Effective day of appointment

  (2.2) A director’s appointment made by a municipality or province takes effect on the day on which notice of the appointment is received by the port authority.

• Marginal note:Extension of term

  (2.3) Subject to subsection (2.1), if a successor has not been appointed at the expiry of a director’s term, the director continues to hold office until their term is renewed or their successor is appointed.

• Marginal note:Directors appointed by municipalities and provinces

  (2.4) Subject to subsection (2.1) and despite subsection (2), the term of office of a director appointed under subsection (1.1) to fill a vacant position under paragraph (1)(b) or (c) expires on the day on which a director is appointed under that paragraph.

• Marginal note:Not eligible

  (3) No person is eligible to be appointed as a director within twelve months after the expiration of their term or renewed term.

• Marginal note:Part-time

  (4) The directors are appointed to serve part-time.

• Marginal note:Remuneration

  (5) The board of directors shall fix the remuneration of the directors, the chairperson and the chief executive officer.

• Marginal note:Quorum

  (6) Subject to the letters patent, a majority of the directors in office constitutes a quorum at any meeting of directors and a quorum of directors may exercise all the powers of the directors.

Marginal note:Experience

• 15 (1) The directors of a port authority appointed under any of paragraphs 14(1)(a) to (c) shall have generally acknowledged and accepted stature within the transportation industry or the business community.

• Marginal note:Knowledge or experience

  (2) The directors of a port authority appointed under paragraph 14(1)(d) shall have generally acknowledged and accepted stature within the transportation industry or the business community and relevant knowledge and extensive experience related to the management of a business, to the operation of a port or to maritime trade.

Marginal note:Persons excluded

16 The following individuals may not be directors of a port authority:

• (a) an individual who is a mayor, councillor, officer or employee of a municipality mentioned in the letters patent;

• (b) an individual who is a member of the legislature of a province, or an officer or employee of the public service or of a Crown corporation of a province, mentioned in the letters patent;

• (c) a Senator or a member of the House of Commons;

• (c.1) an officer or employee of the federal public administration, a federal Crown corporation or a port authority;

• (d) an individual who is not a resident Canadian, as defined in subsection 2(1) of the Canada Business Corporations Act;

• (e) an individual who is a director, officer or employee of a person who is a user of the port;

• (f) an individual who is under eighteen years of age;

• (g) an individual who has been declared mentally incompetent by a court in Canada or elsewhere; or

• (h) an undischarged bankrupt.

Marginal note:Election of chairperson

17 The board of directors shall elect a chairperson from among their number for a term not exceeding two years, the term being renewable.

Marginal note:Term of office

18 Subject to subsection 19(1), where a port authority is continued under section 10 or 12, the directors or commissioners of the former local port corporation or harbour commission, respectively, continue to hold office as provisional directors of the port authority until the earlier of the day on which they are replaced or removed and ninety days after the date of the continuance.

Marginal note:Ceasing to hold office

• 19 (1) A director of a port authority ceases to hold office when the director

  • (a) dies or resigns;

  • (b) is removed for cause by the authority that made the appointment, namely, the Governor in Council, the municipalities or the province or provinces, as the case may be; or

  • (c) is no longer qualified under section 16.

• Marginal note:Effective date of resignation

  (2) The resignation of a director becomes effective on the day on which a written resignation is received by the port authority or on the day specified in the resignation, whichever is later.

Marginal note:Power to manage

20 The board of directors is responsible for the management of the activities of a port authority.

Marginal note:Appointment of officers

• 21 (1) The board of directors of a port authority shall appoint a chief executive officer and may appoint other officers that they consider appropriate.

• Marginal note:Chief executive officer

  (2) The chief executive officer is not a member of the board of directors.

• Marginal note:Personnel

  (3) A port authority may appoint the personnel that it considers necessary for the operation of the port.

Marginal note:Delegation

21.1 Subject to the letters patent, the board of directors may delegate the powers to manage the activities of the port authority to a committee of directors or to the officers of the port authority.

Marginal note:Duty of care of directors and officers

• 22 (1) Every director and officer of a port authority shall, in exercising powers and discharging duties,

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

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

• Marginal note:Duty to comply

  (2) Every director and officer of a port authority shall comply with this Part, the regulations made under subsection 27(1) and the letters patent and by-laws of the port authority.

• Marginal note:No exculpation

  (3) No provision in a contract or resolution relieves a director or officer from the duty to act in accordance with this Part, the regulations made under subsection 27(1), the letters patent or the by-laws or relieves them from liability for a breach of any of them.

Legal Regime Applicable to Port Authorities

Marginal note:Liability arising when acting as agent of Crown

• 23 (1) If a port authority or a wholly-owned subsidiary of a port authority is acting as agent of Her Majesty in right of Canada, the port authority or subsidiary must fulfil or satisfy an obligation or liability in respect of the port authority or subsidiary, as the case may be, arising from its exercise of, or its failure to exercise, a power or right or arising by operation of law. Her Majesty is not responsible for fulfilment or satisfaction of the obligation or liability, except that if a judgment or decision is rendered by a court of competent jurisdiction in respect of the obligation or liability, Her Majesty is responsible for satisfying the judgment or decision to the extent that it remains unsatisfied by the port authority or subsidiary at least thirty days after the judgment or decision becomes final.

• Marginal note:Liability arising when not acting as agent of Crown

  (2) If a port authority or a wholly-owned subsidiary of a port authority is not acting as agent of Her Majesty in right of Canada, an obligation or liability in respect of the port authority or subsidiary, as the case may be, arising from its exercise of, or its failure to exercise, a power or right or arising by operation of law is an obligation or liability of the port authority or subsidiary, as the case may be, and not an obligation or liability of Her Majesty.

• Marginal note:Insurance required

  (3) A port authority and a wholly-owned subsidiary of a port authority shall fully maintain in good standing at all times the insurance coverage required by any regulations made under paragraph 27(1)(e).