Canadian Race Relations Foundation Act (S.C. 1991, c. 8)

Short Title

Marginal note:Short title

1 This Act may be cited as the Canadian Race Relations Foundation Act.

Interpretation

Marginal note:Definitions

2 In this Act,

Board

Board means the Board of Directors of the Foundation; (conseil)

Chairperson

Chairperson means the Chairperson of the Board; (président)

director

director means a member of the Board; (administrateur)

Executive Director

Executive Director means the Executive Director of the Foundation appointed pursuant to section 9; (directeur général)

Foundation

Foundation means the Canadian Race Relations Foundation established by section 3; (Fondation)

Minister

Minister means the member of the Queen’s Privy Council for Canada designated as the Minister for the purposes of the Canadian Multiculturalism Act. (ministre)

Establishment of Foundation

Marginal note:Foundation established

3 There is hereby established a corporation, to be called the Canadian Race Relations Foundation.

Purpose of Foundation

Marginal note:Purpose

4 The purpose of the Foundation is to facilitate throughout Canada the development, sharing and application of knowledge and expertise in order to contribute to the elimination of racism and all forms of racial discrimination in Canadian society by

• (a) undertaking research and collecting data and developing a national information base in order to further understanding of the nature of racism and racial discrimination and to assist business, labour, voluntary, community and other organizations as well as public institutions, governments, researchers and the general public in eliminating racism and racial discrimination;

• (b) acting as a clearing-house, providing information about race relations resources and establishing links with public, private and educational institutions and libraries;

• (c) facilitating consultation, and the exchange of information, relating to race relations policies, programs and research;

• (d) promoting effective race relations training and assisting in the development of professional standards;

• (e) increasing public awareness of the importance of eliminating racism and racial discrimination;

• (f) collaborating with business, labour, voluntary, community and other organizations, as well as public institutions and all levels of government, in instituting and supporting programs and activities; and

• (g) supporting and promoting the development of effective policies and programs for the elimination of racism and racial discrimination.

Powers and Capacity of Foundation

Marginal note:Powers and capacity of Foundation

• 5 (1) In order to carry out its purpose, the Foundation has the capacity and the rights, powers and privileges of a natural person and, without restricting the generality of the foregoing, the Foundation may

  • (a) initiate, finance and administer programs and activities related to its purpose;

  • (b) acquire any money, securities or other property by gift, bequest or otherwise and hold, expend, invest, administer or dispose of that property, subject to any terms on which it is given, bequeathed or otherwise made available to the Foundation;

  • (c) expend any money provided by Parliament or any other sources for the activities of the Foundation, subject to any terms on which it is provided;

  • (d) undertake, support, publish and disseminate research studies, reports and other documents on its own initiative or at the request of the Minister;

  • (e) initiate, sponsor and support conferences, seminars and meetings;

  • (f) establish scholarly and professional links between the Foundation and universities, colleges and other organizations and persons interested in the Foundation’s work; and

  • (g) undertake any other activities that are conducive to the fulfillment of its purpose and the exercise of its powers.

• Marginal note:Capacity in Canada

  (2) The Foundation may carry on its activities throughout Canada.

• Marginal note:Rights preserved

  (3) No act of the Foundation, including any transfer of property to or by the Foundation, is invalid by reason only that the act is contrary to this Act or the by-laws of the Foundation.

Board of Directors

Marginal note:Board of Directors

• 6 (1) The activities of the Foundation shall be managed by a Board of Directors consisting of a Chairperson and not more than 11 other directors to be appointed by the Governor in Council, on the recommendation of the Minister, after the Minister, taking into account the multicultural character, linguistic duality and regional diversity of Canadian society, has consulted with any governments, institutions, organizations and individuals that the Minister considers appropriate.

• Marginal note:Criterium for appointment

  (2) Persons appointed to the Board must have knowledge or experience that will assist the Foundation in fulfilling its purpose.

Marginal note:Term of office

• 7 (1) Each director shall be appointed to hold office for a term not exceeding four years.

• Marginal note:Reappointment

  (2) A director is eligible for reappointment to the Board in the same or another capacity.

• Marginal note:Resignation

  (3) A director who wishes to resign shall notify the Board in writing to that effect, and the resignation becomes effective when the Board receives the notice or at the time specified in the notice, whichever is the later.

Marginal note:Functions of Chairperson

• 8 (1) The Chairperson shall preside at meetings of the Board and shall perform such other duties as are assigned by the Board.

• Marginal note:Election of Vice-Chairperson

  (2) The Board shall elect one of the directors, other than the Chairperson, to be Vice-Chairperson of the Board.

• Marginal note:Absence or incapacity of Chairperson

  (3) If the Chairperson is absent or unable to act or if the office of Chairperson is vacant, the Vice-Chairperson may act as Chairperson.

Executive Director

Marginal note:Executive Director

• 9 (1) There shall be an Executive Director of the Foundation, who shall be appointed by the Governor in Council, on the recommendation of the Minister, for a term not exceeding five years.

• Marginal note:Consultation

  (2) The Minister shall consult the Board before making any recommendation with respect to the appointment of the Executive Director, other than the first Executive Director.

• Marginal note:Chief executive officer

  (3) The Executive Director is the chief executive officer of the Foundation and has supervision over and direction of the work and staff of the Foundation and may engage such officers, employees and agents as are necessary for the proper conduct of the work of the Foundation.

• Marginal note:Absence or incapacity of Executive Director

  (4) If the Executive Director is absent or unable to act or if the office of Executive Director is vacant, the Board may authorize a director or an officer or employee of the Foundation to act as Executive Director, but no person may so act for a period exceeding sixty days without the approval of the Governor in Council.

• Marginal note:Re-appointment

  (5) The Executive Director is eligible for re-appointment.

• Marginal note:Ex officio member

  (6) The Executive Director is ex officio a member of the Board, but has no vote.

Remuneration and Expenses

Marginal note:Fees of directors

• 10 (1) The Chairperson and other directors shall be paid such fees for their attendance at meetings of the Foundation and for the performance of other duties under this Act as the Governor in Council may fix.

• Marginal note:Expenses of directors

  (2) The Chairperson and other directors are entitled to be paid such travel and living expenses incurred by them in the performance of duties under this Act as the Governor in Council may fix.

Marginal note:Salary of Executive Director

11 The salary and any other remuneration to be paid to the Executive Director shall be fixed by the Governor in Council.

Committees

Marginal note:Committees

12 Under such terms and conditions as are fixed by by-law of the Board, the Board may appoint an Executive Committee from among the directors and may appoint advisory and other committees consisting, wholly or partly, of directors and persons who are not directors.

Principal Office and Meetings

Marginal note:Principal office

13 The principal office of the Foundation shall be located in the Municipality of Metropolitan Toronto, Ontario.

Marginal note:Access to services

14 The Foundation shall take reasonable measures to provide access to its services throughout Canada, alone or in collaboration with other institutions and organizations.

Marginal note:Meetings of the Board

• 15 (1) The Board shall meet at such times and places as the Chairperson may determine, but it shall meet at least twice in each year.

• Marginal note:Quorum

  (2) A majority of the directors in office constitutes a quorum at a meeting of the Board.

• Marginal note:Deputy Minister

  (3) The Deputy to the Minister, or a person designated by the Deputy, is entitled to receive notice of all meetings of the Board and of any committees thereof and to attend and take part in, but not to vote at, those meetings.

By-laws

Marginal note:By-laws

16 The Board may make by-laws respecting

• (a) the duties of the officers, employees and agents of the Foundation;

• (b) the remuneration and conditions of employment of the officers, employees and agents of the Foundation, other than the Executive Director;

• (c) the constitution of any committees appointed pursuant to section 12, the role and duties of the committees and the expenses, if any, to be paid to the members of those committees who are not directors;

• (d) the procedure at meetings of the Board and its committees;

• (e) the administration, management and control of the property of the Foundation; and

• (f) the conduct and management of the work of the Foundation.

General

Marginal note:Not an agent

• 17 (1) The Foundation is not an agent of Her Majesty.

• Marginal note:Not part of federal public administration

  (2) The Chairperson, directors, Executive Director, officers, employees and agents of the Foundation are not part of the federal public administration.

• Marginal note:Financial Administration Act

  (3) Part X of the Financial Administration Act, except for sections 89.8 to 89.92, subsection 105(2) and sections 113.1, 131 to 148 and 154.01, does not apply to the Foundation.

Marginal note:Duty of care

• 18 (1) When exercising powers and performing duties under this Act, every director and every officer of the Foundation 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.

• Marginal note:Reliance on statements

  (2) 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 Foundation represented to the director or officer by an officer of the Foundation or in a written report of the auditor of the Foundation fairly to reflect the financial condition of the Foundation; or

  • (b) a report of a lawyer, accountant, engineer, appraiser or other person whose position or profession lends credibility to a statement made by that person.

Marginal note:Disclosure of interest in contract

• 19 (1) A director or officer who

  • (a) is a party to a material contract or proposed material contract with the Foundation, or

  • (b) is a director or officer of, or has a material interest in, any person who is a party to a material contract or proposed material contract with the Foundation,

  shall disclose in writing to the Foundation the nature and extent of the interest of the director or officer.

• Marginal note:Disclosure by-laws

  (2) The Board shall make by-laws respecting

  • (a) the time when and the form and manner in which the disclosure required by subsection (1) shall be made; and

  • (b) the limitation on the participation of a director or officer who has made a disclosure as required by subsection (1) in any proceedings respecting the contract that is the subject of the disclosure.

Marginal note:Power to indemnify

• 20 (1) The Foundation may indemnify a present or former director or officer of the Foundation or any other person who acts or acted at its request as a director or officer of another corporation of which the Foundation is or was a shareholder or creditor, and the person’s heirs and legal representatives, against all costs, charges and expenses, including any amount paid to settle an action or satisfy a judgment, reasonably incurred by the person in respect of any civil, criminal or administrative action or proceeding to which the person is a party by reason of being or having been such a director or officer, if

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

  • (b) in the case of any criminal or administrative action or proceeding that is enforced by a monetary penalty, the person had reasonable grounds for believing that the person’s conduct was lawful.

• Marginal note:Insurance

  (2) The Foundation may purchase and maintain insurance for the benefit of a director or officer, and the director’s or officer’s heirs and legal representatives, against any liability, cost, charge and expense incurred by the director or officer as described in subsection (1).