Marginal note:Independent audit
28. The accounts and financial transactions of the Centre shall be audited annually by an independent auditor designated by the board of directors, and a written report of the audit shall be made to that board.
Arbitrators and Mediators
Marginal note:Responsibilities of the Centre
29. The Centre shall ensure that arbitrators and mediators who provide dispute resolution services under the auspices of the Centre
(a) meet the qualifications established by its by-laws;
(b) are independent of the Centre; and
(c) are, as a group, able to provide services in one or the other of the official languages of Canada or in both, according to the needs of the parties.
Marginal note:Duty of care
30. (1) Every director and officer of the Centre, in exercising their powers and performing their duties and functions, must
(a) act honestly and in good faith with a view to the best interests of the Centre;
(b) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances; and
(c) comply with this Act and the by-laws of the Centre.
Marginal note:No exculpation
(2) No provision in a contract or resolution relieves a director or officer from the duty to act in accordance with this Act, the regulations or the by-laws or relieves a director or officer from liability for a breach of any of them.
Marginal note:Reliance on statements
(3) A director or officer is not liable for a breach of duty under subsection (1) if the director or officer relies in good faith on
(a) financial statements of the Centre represented to the director or officer by an officer of the Centre or in a written report of the auditor of the Centre as fairly reflecting the financial condition of the Centre; or
(b) a report of a lawyer, notary, accountant, engineer, appraiser or other person whose position or profession lends credibility to a statement made by that person.
Marginal note:Provisions of Canada Business Corporations Act apply
31. (1) The following provisions of the Canada Business Corporations Act apply, with any modifications that the circumstances require, to the Centre and its directors, officers and employees as if the Centre were a corporation incorporated under that Act and the provisions of this Act were its articles of incorporation:
(a) section 16 (by-law not required to confer powers on Centre, restriction on powers of Centre and validity of acts of Centre);
(b) subsections 20(1), (2) and (4) (records, minutes and place of records);
(c) subsection 22(1) (form of corporate records);
(d) section 23 (corporate seal not needed to validate instrument);
(e) subsection 108(2) (resignation of director);
(f) subsections 114(1), (2), (5) to (7) and (9) (meeting of directors);
(g) section 116 (validity of acts of directors and officers);
(h) section 117 (validity of directors’ resolutions in lieu of meetings);
(i) section 120 (conflict of interest of directors and officers);
(j) section 123 (directors’ dissents);
(k) subsections 124(1) to (6) (indemnification of directors and officers and insurance for directors’ and officers’ liability);
(l) section 158 (approval of financial statements by directors);
(m) section 161 (qualifications of auditor);
(n) section 170 (right of auditor to information);
(o) subsections 171(4) to (7) and paragraph 171(8)(a) (duties and administration of audit committee);
(p) section 172 (qualified privilege in defamation for auditor’s statements);
(q) subsections 253(1) and (3) (notice to directors);
(r) section 255 (waiver of notice); and
(s) subsections 257(1) and (2) (certificates of Centre as evidence).
Marginal note:Description with cross-references
(2) The descriptive words in parentheses that follow the reference to a provision of the Canada Business Corporations Act in subsection (1) form no part of that subsection but are inserted for convenience of reference only.
Marginal note:Canada Corporations Act does not apply
(3) The Canada Corporations Act, chapter C-32 of the Revised Statutes of Canada, 1970, does not apply to the Centre.
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