International Bridges and Tunnels Act (S.C. 2007, c. 1)

Marginal note:Duration

19 A direction comes into force immediately when it is made but ceases to have force 30 days after it is made, unless the Minister or the officer who made it repeals it before the expiry of the 30 days.

Marginal note:Relationship with regulations

• 20 (1) A direction may provide that it applies in lieu of or in addition to any regulation made under section 16.

• Marginal note:Conflict

  (2) In the event of any inconsistency or conflict between a regulation and a direction, the direction prevails to the extent of the inconsistency or conflict.

Marginal note:Not statutory instrument

21 A direction made under section 17 or 18 is not a statutory instrument within the meaning of the Statutory Instruments Act.

Marginal note:Offence

• 22 (1) Every person who contravenes a regulation made under section 16 or a direction made under section 17 or 18 is guilty of an offence and is liable on summary conviction

  • (a) in the case of an individual, to a fine not exceeding $5,000; and

  • (b) in the case of a corporation, to a fine not exceeding $100,000.

• Marginal note:Continuing offence

  (2) If the offence is committed or continued on more than one day, the person who commits it is liable to be convicted for a separate offence for each day on which it is committed or continued.

• Marginal note:Officers, etc., of corporations

  (3) If the offence is committed by a corporation, any officer, director or agent or mandatary of the corporation who directed, authorized, assented to, acquiesced in or participated in the commission of the offence is a party to and guilty of the offence and is liable on conviction to the punishment provided for the offence whether or not the corporation has been prosecuted or convicted.

• Marginal note:No offence

  (4) A person authorized by the Minister to verify compliance with a regulation or a direction referred to in subsection (1) does not commit an offence if the person commits any act or omission that is required in the course of verifying compliance and that would otherwise constitute a contravention of a regulation or direction referred to in that subsection.

Change of Ownership, Operator or Control

Marginal note:Prohibition

• 23 (1) No person shall, without the approval of the Governor in Council,

  • (a) purchase or otherwise acquire an international bridge or tunnel;

  • (b) operate an international bridge or tunnel; or

  • (c) acquire control of an entity that owns or operates an international bridge or tunnel.

• Marginal note:Interpretation

  (2) For the purpose of this section and sections 26 and 28,

  • (a) a person controls a corporation that owns or operates an international bridge or tunnel if securities of the corporation to which are attached more than 50 per cent of the votes that may be cast to elect directors of the corporation are beneficially owned by that person and the votes attached to those securities are sufficient, if exercised, to elect a majority of the directors of the corporation;

  • (b) a person controls an unincorporated entity, other than a limited partnership, that owns or operates an international bridge or tunnel if more than 50 per cent of the ownership interests, however designated, into which the entity is divided are beneficially owned by that person and the person is able to direct the business and affairs of the entity;

  • (c) the general partner of a limited partnership that owns or operates an international bridge or tunnel controls the limited partnership; and

  • (d) a person controls an entity that owns or operates an international bridge or tunnel if the person has any direct or indirect influence that, if exercised, would result in control in fact of the entity.

• Marginal note:Deemed control

  (3) A person is deemed to control an entity referred in paragraph 2(a) or (b) if that person and any entities controlled by that person beneficially own securities of the entity and that person and those entities, if they were considered as one person, would control the entity.

Marginal note:Application for approval

• 24 (1) Approval for anything referred to in paragraphs 23(1)(a) to (c) may only be obtained by submitting an application to the Minister for approval by the Governor in Council.

• Marginal note:Consultation

  (1.1) The Minister may, if in the opinion of the Minister it is necessary having regard to all the circumstances, consult with the other levels of government that have jurisdiction over the place where the international bridge or tunnel that is the subject of the application is situated and with any person who, in the opinion of the Minister, has a direct interest in the matter.

• Marginal note:Documents or information

  (2) A person who submits an application shall provide the Minister with any document or information that is required under guidelines issued by the Minister and any other document or information that is required by the Minister after receipt of the application.

• Marginal note:Not statutory instruments

  (3) The guidelines referred to in subsection (2) are not statutory instruments within the meaning of the Statutory Instruments Act.

Marginal note:Approval of Governor in Council

• 25 (1) The Governor in Council may, on the recommendation of the Minister, approve an application referred to in section 24 subject to any terms and conditions that the Governor in Council considers appropriate.

• Marginal note:Variation of terms and conditions

  (2) The Governor in Council may vary or rescind the terms and conditions or impose new terms and conditions.

• Marginal note:Compliance with terms and conditions

  (3) Every person who is subject to terms and conditions shall comply with them.

Marginal note:Ministerial order

• 26 (1) The Minister may, in accordance with any terms and conditions that the Minister considers appropriate, order a person

  • (a) to sell, assign, transfer or otherwise dispose of an international bridge or tunnel if the person purchased or otherwise acquired it without the approval of the Governor in Council;

  • (b) to cease operating an international bridge or tunnel if the person is operating it without the approval of the Governor in Council; and

  • (c) to relinquish control of an entity that owns or operates an international bridge or tunnel if the person acquired control of the entity without the approval of the Governor in Council.

• Marginal note:Interim manager

  (2) The Minister may, if an order is made under subsection (1), appoint a person to manage and operate the international bridge or tunnel on an interim basis and in accordance with any terms and conditions that the Minister may specify.

Marginal note:Offence

• 27 (1) Every person who contravenes section 23 or subsection 25(3) or fails to comply with an order of the Minister under section 26 is guilty of an offence and is liable

  • (a) on conviction on indictment, to a fine not exceeding $500,000 or to imprisonment for a term not exceeding two years, or to both; or

  • (b) on summary conviction, to a fine not exceeding $200,000 or to imprisonment for a term not exceeding six months, or to both.

• Marginal note:Continuing offence

  (2) If the offence is committed or continued on more than one day, the person who commits it is liable to be convicted for a separate offence for each day on which it is committed or continued.

• Marginal note:Officers, etc., of corporations

  (3) If the offence is committed by a corporation, any officer, director or agent or mandatary of the corporation who directed, authorized, assented to, acquiesced in or participated in the commission of the offence is a party to and guilty of the offence and is liable on conviction to the punishment provided for the offence whether or not the corporation has been prosecuted or convicted.

Marginal note:Regulations

28 The Governor in Council may, on the recommendation of the Minister, make regulations requiring any person or class of persons to provide to the Minister any information related to the ownership of international bridges and tunnels and the control of any entity that owns or operates an international bridge or tunnel.

Incorporation by Letters Patent

Marginal note:Letters patent

• 29 (1) The Governor in Council may, on the recommendation of the Minister, issue letters patent of incorporation for the establishment of a corporation, with or without share capital, for any purpose relating to the construction or operation of an international bridge or tunnel. Letters patent take effect on the date stated in them.

• Marginal note:Contents of letters patent

  (2) The letters patent may include the following:

  • (a) the corporate name of the corporation;

  • (b) the objects of the corporation;

  • (c) provisions specifying the activities that may, or may not, be carried on by the corporation;

  • (d) the place where the registered office of the corporation is located;

  • (e) provisions regarding the keeping of, and access to, records of the corporation;

  • (f) the number of directors to be appointed and provisions governing their appointment, term of office, remuneration, indemnification and removal;

  • (g) provisions regarding the powers, duties and functions of the directors and meetings of the directors;

  • (h) a code of conduct governing the conduct of the directors and officers of the corporation;

  • (i) provisions for the holding of meetings of members or shareholders of the corporation, including an annual public meeting;

  • (j) provisions regarding the ownership of, or membership in, the corporation;

  • (k) provisions regarding the management and control of the corporation;

  • (l) provisions regarding financial statements and corporate finance, including provisions regarding the power of the corporation to borrow money on the credit of the corporation and to issue debt obligations and provide security for its obligations;

  • (m) provisions regarding subsidiaries of the corporation, including the management and control of subsidiaries and their activities;

  • (n) provisions regarding any fundamental changes to the corporation, including the amalgamation, continuance, liquidation or dissolution of the corporation; and

  • (o) any other provision that the Governor in Council considers appropriate to include in the letters patent and that is not inconsistent with this Act.

• Marginal note:Supplementary letters patent

  (3) The Governor in Council may, on the recommendation of the Minister, issue supplementary letters patent amending the letters patent of a corporation, and the supplementary letters patent take effect on the date stated in them.

• Marginal note:Revocation of letters patent

  (4) The Governor in Council may, on the recommendation of the Minister, revoke the letters patent or supplementary letters patent of a corporation by issuing a notice to that effect. The revocation takes effect on the date stated in the notice.

• Marginal note:Not statutory instruments

  (5) Letters patent, supplementary letters patent and a notice of revocation are not statutory instruments within the meaning of the Statutory Instruments Act, but shall be published in the Canada Gazette and are valid with respect to third parties as of the date of publication.

Marginal note:Deemed knowledge of letters patent

30 A person who deals with a corporation, acquires rights from a corporation or directly or indirectly acquires rights relating to a corporation is deemed to know the contents of the letters patent of the corporation.

Marginal note:Regulations

• 31 (1) For the purposes of this Act, the Governor in Council may, on the recommendation of the Minister, make regulations, in respect of one or more corporations, regarding any matter referred to in subsection 29(2).

• Marginal note:Conflict

  (2) In the event of any inconsistency or conflict between the regulations made under subsection (1) and the letters patent or supplementary letters patent of a corporation, the regulations prevail to the extent of the inconsistency or conflict.

Marginal note:Capacity and powers

• 32 (1) A corporation that is incorporated for any purpose relating to the construction or operation of an international bridge or tunnel in respect of which its letters patent are issued has, for that purpose and for the purposes of this Act, the capacity, rights, powers and privileges of a natural person.

• Marginal note:Restriction on activities and powers

  (2) A corporation shall not carry on any activity or exercise any power that it is restricted by its letters patent, or by regulations made under subsection 31(1), from carrying on or exercising, nor shall it exercise any of its powers or carry on any of its activities in a manner contrary to its letters patent, those regulations or this Act.

• Marginal note:Within Canada

  (3) A corporation may carry on its activities throughout Canada.

• Marginal note:Extra-territorial capacity

  (4) A corporation has the capacity to carry on its activities, conduct its affairs and exercise its powers in any jurisdiction outside Canada to the extent that the laws of that jurisdiction permit.

Marginal note:Charges

• 33 (1) Subject to this Act and to its letters patent, a corporation may fix and charge tolls, fees or other charges for the use of an international bridge or tunnel.

• Marginal note:Authorization by corporation

  (2) The corporation may authorize another person to fix or charge tolls, fees or other charges for the use of the international bridge or tunnel.

Marginal note:Power to manage

34 The directors shall manage, or supervise the management of, the activities and affairs of the corporation.

Marginal note:Duty of care of directors and officers

• 35 (1) Every director and officer of a corporation shall, in exercising powers and discharging duties,

  • (a) act honestly and in good faith with a view to the best interests of the corporation; 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 corporation shall comply with this Act, any regulations made under subsection 31(1) and the letters patent and by-laws of the corporation.

• Marginal note:No exculpation

  (3) No provision in a contract or resolution relieves a director or officer from the duty to comply with subsection (2) or from liability for non-compliance.