Asia-Pacific Foundation of Canada Act (R.S.C., 1985, c. A-13)

Act current to 2016-06-21 and last amended on 2012-03-16. Previous Versions

Marginal note:Principal office

 The principal office of the Foundation shall be in Vancouver.

  • 1984, c. 12, s. 15.
Marginal note:Meetings

 The Board shall meet at such times and places as the Chairperson deems necessary, but it shall meet at least twice in each year, with at least one meeting at the principal office of the Foundation.

  • R.S., 1985, c. A-13, s. 16;
  • 2005, c. 30, s. 80(E).
Marginal note:Directors without voting rights

 A director who is part of the federal public administration does not have the right to vote on any matter before the Board or a committee of the Board.

  • 2005, c. 30, ss. 67, 81(E).
Marginal note:Duty of care

 The Chairperson, the President and every other director of the Foundation, in exercising any of their powers and in discharging any of their duties, shall

  • (a) act honestly and in good faith with a view to the best interests of the Foundation;

  • (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 Foundation.

  • 2005, c. 30, s. 67.
Marginal note:Indemnification

 Except in respect of an action by or on behalf of the Foundation to procure a judgment in its favour, the Foundation may indemnify a present or former Chairperson, President or other director or officer of the Foundation against all costs, charges and expenses, including amounts paid to settle an action or to satisfy a judgment, that are reasonably incurred by him or her in respect of any civil, criminal or administrative action or proceeding to which he or she is a party by reason of being or having been a director or officer of the Foundation, if

  • (a) he or she acted honestly and in good faith with a view to the best interests of the Foundation; and

  • (b) in the case of a criminal or administrative action or proceeding enforced by a monetary penalty, he or she had reasonable grounds for believing that the impugned conduct was lawful.

  • 2005, c. 30, s. 67.
Marginal note:Restriction

 The Board or a committee of the Board may not, for the purpose of making a decision other than a decision to appoint a director under paragraph 9(b), be comprised of a majority of directors appointed under paragraph 9(a) who have the right to vote.

  • 2005, c. 30, s. 67.
Marginal note:Delegation by Board
  •  (1) The Board may delegate to the Chairperson, a committee of directors or an officer of the Foundation any of the powers or rights of the Board.

  • Marginal note:Restrictions on delegation

    (2) The Board may not, however, delegate any power or right of the Board

    • (a) to make, amend or repeal by-laws;

    • (b) to appoint directors to, or fill vacancies on, a committee of the Board;

    • (c) to appoint officers of the Foundation or fix their remuneration;

    • (d) to accept grants, contributions and donations; or

    • (e) to approve the annual financial statements or annual reports of the Foundation.

  • 2005, c. 30, s. 67.
Marginal note:Both official languages to be used

 The Foundation shall offer its services in both official languages.

  • 2005, c. 30, s. 67.

President and Staff

Marginal note:Appointment and role
  •  (1) The Board shall appoint a President of the Foundation who shall have supervision over and direction of the activities and staff of the Foundation.

  • Marginal note:Experience, expertise and other qualifications

    (2) In order to be appointed as President, a person must have experience or expertise concerning relations between Canada and the Asia-Pacific region and must possess any other qualifications specified by the Board.

  • Marginal note:Transparent and competitive process

    (3) The President must be selected through a transparent and competitive process.

  • R.S., 1985, c. A-13, s. 17;
  • 2005, c. 30, s. 68.
Marginal note:If appointed from Board

 Where the President is appointed from among the members of the Board, another director may be appointed in his place in accordance with paragraphs 9(a) or (b), as the case may be.

  • R.S., 1985, c. A-13, s. 18;
  • 2005, c. 30, s. 69(F).
Marginal note:Term of office

 The term of office of the President may not exceed three years, but the Board may remove the President from office at any time.

  • R.S., 1985, c. A-13, s. 19;
  • 1992, c. 1, s. 8;
  • 2005, c. 30, s. 69(F).
Marginal note:Re-appointment

 A President whose term of office has expired is eligible for re-appointment in that capacity but no person may be appointed as President more than three times.

  • R.S., 1985, c. A-13, s. 20;
  • 2005, c. 30, s. 70.
Marginal note:Acting President

 The Board may authorize any director of the Board or any officer or employee of the Foundation to act as President in the event that the President is absent or incapacitated or if the office of the President is vacant.

  • R.S., 1985, c. A-13, s. 21;
  • 2005, c. 30, s. 71(F).

Remuneration and Expenses

Marginal note:Chairperson and other directors

 The Chairperson and the other directors, other than the President, shall serve without remuneration, but may be paid such travel and living expenses while absent from their ordinary place of residence in connection with the activities of the Foundation as are fixed by by-law of the Board.

  • R.S., 1985, c. A-13, s. 22;
  • 2005, c. 30, ss. 71(F), 80(E).
Marginal note:President

 The President shall be paid such remuneration and expenses as are fixed by the Board.

  • R.S., 1985, c. A-13, s. 23;
  • 2005, c. 30, s. 71(F).
Marginal note:Acting President

 An acting President shall be paid such remuneration and expenses as are fixed by the Board.

  • 1984, c. 12, s. 24.

Committees

Marginal note:Committees

 The Board may appoint an Executive Committee or advisory or other committees under such terms and conditions as the Board may by by-law provide.

  • 1984, c. 12, s. 25.
Marginal note:Audit and evaluation committee
  •  (1) The Board shall appoint an audit and evaluation committee consisting of not fewer than three directors and fix the duties and functions of the committee and may, by by-law, provide for the payment of expenses to the members of the committee.

  • Marginal note:Internal audit

    (2) In addition to any other duties and functions that it is required to perform, the audit and evaluation committee shall cause internal audits to be conducted to ensure compliance by the officers and employees of the Foundation with management systems and controls established by the Board.

  • 2005, c. 30, s. 72.

By-laws

Marginal note:By-laws

 The Board may make by-laws respecting,

  • (a) the procedure in all business at meetings of the Board or its committees, if any;

  • (b) the expenses to be paid to the members of the Board;

  • (c) the constitution of committees appointed pursuant to section 25, the role and duties of those committees and the expenses, if any, to be paid to the members of those committees;

  • (d) the employment or engagement and the remuneration, expenses and duties of officers, employees and agents of the Foundation;

  • (e) membership in the Foundation;

  • (f) the appointment of patrons and honorary officers of the Foundation; and

  • (g) generally, the conduct and management of the affairs of the Foundation.

  • 1984, c. 12, s. 26.
 
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