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.
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.
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 the purpose of the corporation constructing or operating 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.
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