Canada Marine Act (S.C. 1998, c. 10)

Marginal note:Financial Administration Act

24 The Financial Administration Act, other than subsection 9(3) and sections 155, 155.1 and 156, does not apply to a port authority or a wholly-owned subsidiary of a port authority.

Marginal note:No appropriation

25 Even if the port authority or subsidiary is an agent of Her Majesty in right of Canada as provided under section 7, no payment to a port authority or a wholly-owned subsidiary of a port authority may be made under an appropriation by Parliament to enable the port authority or subsidiary to discharge an obligation or liability unless

• (a) the payment

  • (i) is made under the Emergencies Act or any other Act in respect of emergencies,

  • (i.1) is a loan made by the Canada Infrastructure Bank under the Canada Infrastructure Bank Act,

  • (ii) is a contribution in respect of the capital costs of an infrastructure project,

  • (iii) is a contribution in respect of environmental sustainability, or

  • (iv) is a contribution in respect of security, or

• (b) the authority for the funding of Her Majesty’s obligations is an agreement that was in existence before March 1, 1999.

Marginal note:Contribution

25.1 The Minister may, with the approval of the Governor in Council given on the recommendation of the Treasury Board and on any terms and conditions specified by the Governor in Council on the recommendation of the Treasury Board, make a contribution under subparagraph 25(a)(iv).

Marginal note:Payments to Canada Place Corporation

25.2 Despite section 25, the Minister of Canadian Heritage may make payments to Canada Place Corporation for Canada Day celebrations and for the celebrations marking the 150th anniversary of Confederation.

Marginal note:No guarantee

26 No guarantee may be given under the authority of Parliament by or on behalf of Her Majesty for the discharge of an obligation or liability of a port authority or a wholly-owned subsidiary of a port authority. This section applies even if the port authority or subsidiary is an agent of Her Majesty in right of Canada as provided under section 7.

Marginal note:Canada Infrastructure Bank

26.1 Section 26 does not apply with respect to a loan guarantee provided by the Canada Infrastructure Bank on behalf of the government of Canada under paragraph 18(h) of the Canada Infrastructure Bank Act.

Marginal note:Regulations

• 27 (1) For the purposes of this Part, the Governor in Council may make regulations for the corporate management and control of port authorities or wholly-owned subsidiaries of port authorities, including regulations

  • (a) adapting any provision of the Canada Business Corporations Act and any regulations made under that Act, including provisions imposing punishment, for the purpose of applying those provisions as adapted to port authorities;

  • (b) prescribing, for the purposes of section 32, categories of investments in which a port authority may invest;

  • (c) respecting the preparation, form and content of the documents referred to in paragraphs 37(2)(a) to (d) and the information referred to in subsection 37(3);

  • (d) prescribing the remuneration threshold for the purposes of paragraph 37(3)(c) and the method of determining that threshold;

  • (e) respecting the insurance coverage that a port authority and a wholly-owned subsidiary of a port authority must maintain;

  • (f) respecting the imposition of obligations on a port authority or a wholly-owned subsidiary of a port authority, as an agent of Her Majesty in right of Canada, including any requirements for a port authority or a wholly-owned subsidiary of a port authority to indemnify Her Majesty;

  • (g) respecting the information and documents to be provided by a port authority to the Minister at the Minister’s request; and

  • (h) respecting the amalgamation of port authorities.

• Marginal note:Application

  (2) A regulation made under subsection (1) may apply to only one port authority or wholly-owned subsidiary of a port authority.

• Marginal note:Binding on Her Majesty

  (3) A regulation made under subsection (1) may be made binding on Her Majesty in right of Canada or a province.

Capacity and Powers

Marginal note:Capacity and powers

• 28 (1) A port authority is incorporated for the purpose of operating the port in respect of which its letters patent are issued and, for that purpose and for the purposes of this Act, has the powers of a natural person.

• Marginal note:Activities

  (2) The power of a port authority to operate a port is limited to the power to engage in

  • (a) port activities related to shipping, navigation, transportation of passengers and goods, handling of goods and storage of goods, to the extent that those activities are specified in the letters patent; and

  • (b) other activities that are deemed in the letters patent to be necessary to support port operations.

• Marginal note:Carrying on activities

  (3) The activities that a port authority may engage in under paragraph (2)(b) may be carried on by the port authority directly or through a wholly-owned subsidiary of the port authority. The port authority and the subsidiary are not agents of Her Majesty in right of Canada for the purpose of engaging in those activities.

• Marginal note:Restrictions

  (4) A port authority shall not carry on any activity or exercise any power that it is restricted by its letters patent from carrying on or exercising, nor shall it carry on any activity or exercise any power in a manner contrary to its letters patent or this Act.

• Marginal note:Contracts

  (5) A port authority or wholly-owned subsidiary of a port authority that enters into a contract other than as agent of Her Majesty in right of Canada shall do so in its own name. It shall expressly state in the contract that it is entering into the contract on its own behalf and not as agent of Her Majesty in right of Canada. For greater certainty, the contracts to which this subsection applies include a contract for the borrowing of money.

• Marginal note:Compliance with code

  (5.1) If a port authority that is subject to a code governing its power to borrow enters into a contract, or executes any other document, for the borrowing of money, the document shall include an express statement that the borrowing complies with the code.

• Marginal note:Duty of directors

  (6) The directors of a port authority shall take all necessary measures to ensure

  • (a) that the port authority and any wholly-owned subsidiary of the port authority comply with subsections (5) and, if applicable, (5.1); and

  • (b) that any subcontract arising directly or indirectly from a contract to which subsection (5) applies expressly states that the port authority or subsidiary, as the case may be, enters into the contract on its own behalf and not as agent of Her Majesty in right of Canada.

• Marginal note:Borrowing limitations may be imposed

  (7) If a port authority or a wholly-owned subsidiary of a port authority fails to comply with subsection (5) or (5.1), or the directors of a port authority fail to comply with subsection (6) or section 30.1, the Minister of Finance, on the recommendation of the Minister of Transport, may impose any limitations that the Minister of Finance considers to be in the public interest on the power of the port authority or subsidiary to borrow money, including limitations on the time and terms and conditions of any borrowing.

• Marginal note:No effect on status

  (8) For greater certainty, the imposition under subsection (7) of limitations on the power of a port authority or subsidiary to borrow money or the imposition of other limitations or controls by the Minister, any other member of the Queen’s Privy Council for Canada or the Governor in Council, through the issuance of letters patent, the granting of any approval or any other means, does not expand the extent, if any, to which the port authority or subsidiary is an agent of Her Majesty in right of Canada beyond that described in section 7.

• Marginal note:Obligation when contracting as agent of the Crown

  (9) A port authority, or a wholly-owned subsidiary of a port authority, that enters into a contract as an agent of Her Majesty in right of Canada is bound by the contract and is responsible to Her Majesty for the performance of obligations to other parties under the contract.

• Marginal note:Existing uses

  (10) Except for a use authorized under this Act, a port authority may continue to use any real property or immovable that it manages, holds or occupies for any purpose for which the real property or immovable was used on June 1, 1996 in the case of a port authority referred to in section 12, or the date of issuance of its letters patent in any other case, but, if the port authority ceases to use it for that purpose at any time, the port authority may not reinstitute the use.

• Marginal note:Restrictions — subsidiaries

  (11) The directors of a port authority shall take all necessary measures to ensure that its wholly-owned subsidiaries

  • (a) have and exercise only the powers authorized in the letters patent of the port authority;

  • (b) carry on only the activities authorized in the letters patent; and

  • (c) do not exercise any power or carry on any activity in a manner contrary to the letters patent or this Act.

• Marginal note:Provisions applicable to subsidiary

  (12) The Governor in Council may declare that any provision of this Part that applies only to port authorities applies to a wholly-owned subsidiary of a port authority. In that case, the provision applies to the subsidiary as if it were a port authority, with such modifications as the circumstances require.

• Marginal note:Existing activities

  (13) A wholly-owned subsidiary of a port authority may continue to carry on any activity or exercise any power that it carried on or exercised on December 1, 1995 but, if the subsidiary ceases to carry on the activity or exercise the power at any time, it may not recommence it unless the activity or power is authorized in the letters patent.

• Marginal note:Restriction on corporate activities

  (14) Unless the letters patent of a port authority provide otherwise, the port authority or a wholly-owned subsidiary of the port authority shall not

  • (a) cause the incorporation of a corporation whose shares on incorporation would be held by, on behalf of or in trust for the port authority or subsidiary;

  • (b) acquire shares of a corporation to be held on behalf of or in trust for the port authority or subsidiary;

  • (c) acquire all or substantially all of the assets of another corporation;

  • (d) sell or otherwise dispose of shares of a wholly-owned subsidiary of the port authority; or

  • (e) cause the dissolution or amalgamation of a wholly-owned subsidiary of the port authority.

Marginal note:Powers of port authority re railways

• 29 (1) Subject to its letters patent, to any other Act and to any regulations made under any other Act, a port authority may

  • (a) construct, purchase, lease, operate and maintain railways on lands it manages, holds or occupies;

  • (b) enter into agreements with any person for the maintenance of the railways referred to in paragraph (a) and for their operation, in a manner that will provide all railway companies whose lines reach the port with the same facilities for traffic as those enjoyed by that person; and

  • (c) enter into arrangements with any person for facilitating traffic to, from or within the limits of the port.

• Marginal note:Application of other Acts

  (2) A railway referred to in paragraph (1)(a) is not subject to Part III of the Canada Transportation Act but the Governor in Council may make regulations applying any provision of the Railway Safety Act and any regulations made under that Act to such a railway.

• Marginal note:Airport operation

  (3) Subject to its letters patent, to any other Act, to any regulations made under any other Act and to any agreement with the Government of Canada that provides otherwise, a port authority that operates an airport shall do so at its own expense.

Marginal note:Power to make by-laws

30 Unless the letters patent provide otherwise, the directors of a port authority may, by resolution, make, amend or repeal by-laws that regulate the affairs of the port authority or the duties of its officers and employees.

Marginal note:Borrowing policy

• 30.1 (1) The directors of a port authority that is subject to a code governing its power to borrow shall certify to the Minister that the borrowing policy is in compliance with the code.

• Marginal note:Changes to borrowing policy

  (2) If there are any changes in respect of the borrowing policy, the directors of the port authority shall certify to the Minister that the policy remains in compliance with the code.

• Marginal note:Copy of policy

  (3) The directors of the port authority shall provide a copy of the borrowing policy to the Minister if the Minister requests one.

Marginal note:Borrowing powers

• 31 (1) Subject to the letters patent, a port authority may borrow money on the credit of the port authority for port purposes.

• Marginal note:Delegation of borrowing powers

  (2) Unless the letters patent or by-laws of a port authority provide otherwise, the board of directors may, by resolution, delegate the powers referred to in subsection (1) to a committee established by the directors.

• Marginal note:No security interest in property

  (3) Subject to subsection (4), a port authority may not mortgage, hypothecate or otherwise create a security interest in any federal real property or federal immovable that it manages in any way other than to create a security interest in the revenues of that property.

• Marginal note:Pledge of fixtures

  (4) A port authority may, if authorized in the letters patent, create a security interest in fixtures on federal real property and federal immovables to the same extent as Her Majesty could create such an interest and may, instead of Her Majesty, execute and deliver the documents required for that purpose.

• Marginal note:Definition of security interest

  (5) For the purposes of subsections (3) and (4), security interest means an interest in or charge on property or fixtures mentioned in those subsections to secure the discharge of an obligation or liability of the port authority.

• Marginal note:Application of provincial law

  (6) A grant under subsection (4) may be effected by any instrument by which an interest in real property or a right in an immovable may be granted by a private person under the laws in force in the province in which the federal real property, federal immovable or fixtures are situated.