Canada Marine Act

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.