Canada Foundation for Sustainable Development Technology Act (S.C. 2001, c. 23)

Act current to 2014-10-15 and last amended on 2011-10-17. Previous Versions

Canada Foundation for Sustainable Development Technology Act

S.C. 2001, c. 23

Assented to 2001-06-14

An Act to establish a foundation to fund sustainable development technology

Her Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts as follows:

SHORT TITLE

Marginal note:Short title

 This Act may be cited as the Canada Foundation for Sustainable Development Technology Act.

INTERPRETATION

Marginal note:Definitions

 The definitions in this section apply in this Act.

“board”

« conseil »

“board” means the board of directors of the Foundation.

“Chairperson”

« président »

“Chairperson” means the Chairperson of the board appointed under paragraph 9(2)(a).

“corporation”

« société »

“corporation” means the corporation described in the order made under subsection 35(1).

“director”

« administrateur »

“director” means a person who is on the board and includes the Chairperson.

“eligible project”

« travaux admissibles »

“eligible project” means a project carried on, or to be carried on, primarily in Canada by an eligible recipient to develop and demonstrate new technologies to promote sustainable development, including technologies to address issues related to climate change and the quality of air, water and soil.

“eligible recipient”

« bénéficiaire admissible »

“eligible recipient” means an entity that

  • (a) is established in Canada and carries on or, in the opinion of the board, is capable of carrying on eligible projects;

  • (b) meets the criteria of eligibility established in any agreement entered into between Her Majesty in right of Canada and the Foundation for provision of funding by Her Majesty to the Foundation; and

  • (c) has legal capacity or is composed of organizations, each of which has legal capacity.

“employee or agent of Her Majesty in right of a province”

« fonctionnaire ou mandataire de Sa Majesté du chef d’une province »

“employee or agent of Her Majesty in right of a province” does not include an employee or agent of Her Majesty in right of a province whose duties and functions in that capacity are restricted to work in a university, college or other educational institution.

“Foundation”

« Fondation »

“Foundation” means the Canada Foundation for Sustainable Development Technology referred to in section 3.

“member”

« membre »

“member” means a person who is a member of the Foundation.

“Minister”

« ministre »

“Minister” means the member of the Queen’s Privy Council for Canada who is designated by the Governor in Council as the Minister for the purposes of this Act.

“not-for-profit organization”

« organisation sans but lucratif »

“not-for-profit organization” means a corporation, society, association, university, research institute, organization or body no part of whose income is payable to or otherwise available for the personal benefit of any of its proprietors, members or shareholders.

“special resolution”

« résolution extraordinaire »

“special resolution” means a resolution of the members passed by a majority of not less than two thirds of the votes cast by the members who voted on the resolution at a meeting of members or signed by all the members entitled to vote on the resolution.

“sustainable development”

« développement durable »

“sustainable development” means development that meets the needs of the present without compromising the ability of future generations to meet their own needs.

  • 2001, c. 23, ss. 2, 36;
  • 2004, c. 22, s. 12.

CONTINUATION OF THE CORPORATION

Marginal note:Continuation
  •  (1) The corporation is continued as a corporation without share capital, to be called the Canada Foundation for Sustainable Development Technology, consisting of the Foundation’s members and directors.

  • Marginal note:Powers, duties and functions

    (2) If under any Act of Parliament, any instrument made under an Act of Parliament or any contract, licence or other document, a power, duty or function is vested in or exercisable by the corporation, the power, duty or function is vested in or exercisable by the Foundation.

  • Marginal note:References

    (3) Every reference to the corporation in any deed, contract, agreement or other document executed by the corporation shall, unless the context otherwise requires, be read as a reference to the Foundation.

  • Marginal note:Rights and obligations

    (4) All rights and property of the corporation and all obligations of the corporation are transferred to the Foundation.

  • Marginal note:Commencement of legal proceedings

    (5) Any action, suit or other legal proceeding in respect of an obligation or liability incurred by the corporation may be brought against the Foundation in any court that would have had jurisdiction if the action, suit or other legal proceeding had been brought against the corporation.

  • Marginal note:Continuation of legal proceedings

    (6) Any action, suit or other legal proceeding to which the corporation is party pending in any court immediately before the day on which this section comes into force may be continued by or against the Foundation in like manner and to the same extent as it could have been continued by or against the corporation.

  • Marginal note:By-laws

    (7) Every by-law of the corporation is, to the extent that it is not inconsistent with this Act, a by-law of the Foundation.

  • Marginal note:Officers and employees

    (8) Nothing in this Act affects the status of any person who, immediately before the day on which this section comes into force, was an officer or employee of the corporation except that, as of that day, the person is an officer or employee, as the case may be, of the Foundation.

  • 2001, c. 23, ss. 3, 37.
Marginal note:Foundation not agent of Her Majesty

 The Foundation is not an agent of Her Majesty.

Marginal note:Objects and purposes of Foundation

 The objects and purposes of the Foundation are to provide funding to eligible recipients for eligible projects.

Marginal note:Capacity

 For the purposes of carrying out its objects and purposes, the Foundation has the capacity and, subject to this Act, the rights, powers and privileges of a natural person.

Marginal note:Head office

 The head office of the Foundation shall be in a place in Canada designated by the Governor in Council.

Marginal note:Canada Business Corporations Act
  •  (1) The following provisions of the Canada Business Corporations Act apply, with any modifications that the circumstances require, to the Foundation and its directors, members, officers and employees as if the Foundation were a corporation incorporated under that Act, this Act were its articles of incorporation and its members were its shareholders:

    • (a) section 16 (by-law not required to confer powers on Foundation, restriction on powers of Foundation and validity of acts of Foundation);

    • (b) subsection 21(1) (access to Foundation’s records by members and creditors);

    • (c) section 23 (corporate seal not needed to validate instrument);

    • (d) subsections 103(1) to (4) (powers of directors to make and amend by-laws, members’ approval of by-laws and effective date of by-laws);

    • (e) subsection 105(1) (qualifications of directors);

    • (f) subsection 108(2) (resignation of director);

    • (g) section 110 (right of director to attend members’ meetings and statements by retiring directors);

    • (h) subsections 114(1) and (2) (place of directors’ meetings and quorum);

    • (i) section 116 (validity of acts of directors and officers);

    • (j) section 117 (validity of directors’ resolutions not passed at meeting);

    • (k) section 120 (conflict of interest of directors);

    • (l) subsection 122(1) (duty of care of directors and officers);

    • (m) section 123 (directors’ dissents);

    • (n) subsections 124(1) to (4) (indemnification of directors and insurance for directors’ liability);

    • (o) paragraph 133(b) (special meetings of members);

    • (p) section 155 (financial statements);

    • (q) section 158 (approval of financial statements by directors);

    • (r) section 159 (sending financial statements to members before annual meeting and penalty for failure);

    • (s) section 161 (qualifications of auditor);

    • (t) section 168 (rights and duties of auditor);

    • (u) section 169 (examination by auditor);

    • (v) section 170 (right of auditor to information);

    • (w) subsections 171(3) to (9) (duty and administration of audit committee and penalty for failure to comply);

    • (x) section 172 (qualified privilege in defamation for auditor’s statements); and

    • (y) subsections 257(1) and (2) (certificates of Foundation as evidence).

  • Marginal note:Description with cross-references

    (2) The descriptive words in parentheses that follow a 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:Acts not applicable to Foundation

    (3) The Canada Corporations Act, chapter C-32 of the Revised Statutes of Canada, 1970, and the Canada Not-for-profit Corporations Act do not apply to the Foundation.

  • 2001, c. 23, s. 8;
  • 2009, c. 23, s. 315.

DIRECTORS

Marginal note:Continuation of board of directors of corporation
  •  (1) The board of directors of the corporation ceases to exist and there shall be a board of directors of the Foundation that shall supervise the management of the business and affairs of the Foundation and, subject to the by-laws of the Foundation, exercise all its powers.

  • Marginal note:Appointment of directors

    (2) Subject to subsection (4), the board consists of

    • (a) the Chairperson of the board appointed by the Governor in Council on the recommendation of the Minister, as proposed by the Minister of Natural Resources and the Minister of the Environment, after consultation with the Minister of Industry;

    • (b) six persons appointed by the Governor in Council on the recommendation of the Minister, as proposed by the Minister of Natural Resources and the Minister of the Environment, after consultation with the Minister of Industry; and

    • (c) eight persons appointed by the members in accordance with subsection 13(5) and the by-laws of the Foundation.

  • Marginal note:Eligibility for directors

    (3) A person is not eligible to be appointed as a director if the person

    • (a) is a member of the Senate, the House of Commons or the legislature of a province;

    • (b) is an employee or agent of Her Majesty in right of Canada or in right of a province;

    • (c) does not ordinarily reside in Canada; or

    • (d) is disqualified under subsection 105(1) of the Canada Business Corporations Act.

  • Marginal note:Initial organization

    (4) If the Chairperson is appointed before directors have been appointed under paragraph (2)(c), the Chairperson and any other directors that may have been appointed under paragraph (2)(b) constitute the board until directors are appointed under paragraph (2)(c) and may

    • (a) undertake the organization of the Foundation including the appointment of officers and employees;

    • (b) make banking arrangements for the Foundation;

    • (c) enact organizational by-laws for the Foundation; and

    • (d) receive on behalf of the Foundation any moneys paid to the Foundation.

  • Marginal note:Limitation

    (5) Until directors are appointed under paragraph (2)(c), the Foundation shall not provide any funding from the funds of the Foundation or enter into any agreements or arrangements, or review any applications, for or in respect of funding to be provided from the funds of the Foundation.

  • Marginal note:Foundation not owned by Crown

    (6) The operation of the Foundation under subsection (4) by the Chairperson and any directors appointed under paragraph (2)(b) shall not, despite subsection 83(2) of the Financial Administration Act, result in the Foundation being considered, for the purposes of Part X of that Act or for any other purpose, to be wholly owned directly by Her Majesty in right of Canada.

  • 2001, c. 23, ss. 9, 38.
Marginal note:Terms of office of directors
  •  (1) Subject to subsections (2) and (3), the Chairperson and the directors shall be appointed to hold office during good behaviour for terms not exceeding five years.

  • Marginal note:Removal from office

    (2) The Chairperson and any director appointed under paragraph 9(2)(b) may be removed for cause by the Governor in Council. Any director appointed under paragraph 9(2)(c) may be removed for cause by a special resolution.

  • Marginal note:Continuation in office

    (3) Except where they cease to be directors under subsection (6), directors shall continue to hold office until their successors are appointed.

  • Marginal note:Additional terms of office

    (4) A director is eligible to be reappointed for one or more terms not exceeding five years each.

  • Marginal note:Term of replacements

    (5) A person appointed to fill a vacancy in the office of a director who has ceased to hold office before the expiry of the director’s term of office shall be appointed to hold office for the unexpired portion of that term.

  • Marginal note:Ceasing to be director

    (6) A director ceases to be a director when the director

    • (a) dies;

    • (b) resigns;

    • (c) is appointed to the Senate;

    • (d) is elected to the House of Commons or to the legislature of a province;

    • (e) becomes an employee or agent of Her Majesty in right of Canada or in right of a province;

    • (f) ceases to be ordinarily resident in Canada;

    • (g) becomes disqualified under subsection 105(1) of the Canada Business Corporations Act; or

    • (h) is removed from office under subsection (2).

Marginal note:Director representation and experience

 The appointment of directors shall be made having regard to the following considerations:

  • (a) the need to ensure, as far as possible, that at all times the board will be representative of

    • (i) persons engaged in the development and demonstration of technologies to promote sustainable development, including technologies to address issues related to climate change and the quality of air, water and soil,

    • (ii) the business community, and

    • (iii) not-for-profit organizations;

  • (b) the importance of having a board that is representative of various regions of Canada and includes men and women who are able to contribute to the achievement of the objects and purposes of the Foundation; and

  • (c) the need for a board that has sufficient knowledge of technologies that promote sustainable development.

  • 2001, c. 23, s. 11;
  • 2004, c. 22, s. 13.
Marginal note:Remuneration and expenses for directors
  •  (1) From the funds of the Foundation, the directors

    • (a) may be paid remuneration that is fixed by the Foundation’s by-laws; and

    • (b) are entitled to be paid reasonable travel and living expenses incurred by them in the performance of their duties under this Act while absent from their ordinary place of residence.

  • Marginal note:Directors not to profit

    (2) Except as provided under subsection (1), no director shall profit or gain any income or acquire any property from the Foundation or its activities.

MEMBERS

Marginal note:Members of the corporation
  •  (1) The persons who are members of the corporation cease to be members of the corporation.

  • Marginal note:Appointing of members

    (1.1) There shall be 15 members of the Foundation.

  • Marginal note:First members

    (2) The Governor in Council shall without delay appoint seven persons as members of the Foundation, on the recommendation of the Minister, as proposed by the Minister of Natural Resources and the Minister of the Environment, after consultation with the Minister of Industry.

  • Marginal note:First meeting

    (3) As soon as possible after the appointment of the seven members under subsection (2), the Minister shall make arrangements for a first meeting of those members.

  • Marginal note:Appointing balance of first members

    (4) At the first meeting of the seven members appointed under subsection (2), or at a meeting held as soon after that meeting as possible, those members shall appoint eight further members of the Foundation.

  • Marginal note:Appointment of first directors under paragraph 9(2)(c)

    (5) The members shall appoint the first directors under paragraph 9(2)(c) at a meeting held as soon as possible after the eight further members are appointed under subsection (4).

  • Marginal note:Appointment of successor members

    (6) The appointment of a person as a member to succeed a person whose term as a member expires shall be made by the members at a meeting of members.

  • Marginal note:Filling vacancies

    (7) The appointment of a person as a member to fill a vacancy in the membership caused by a person ceasing to be a member before the member’s term as a member expires shall be made by the members at a meeting of members.

  • Marginal note:Eligibility for members

    (8) A person is not eligible to be appointed as a member if the person

    • (a) is a member of the Senate, the House of Commons or the legislature of a province;

    • (b) is an employee or agent of Her Majesty in right of Canada or in right of a province;

    • (c) is a director;

    • (d) does not ordinarily reside in Canada; or

    • (e) is disqualified under subsection 105(1) of the Canada Business Corporations Act.

  • 2001, c. 23, ss. 13, 39.
Marginal note:Terms of members
  •  (1) Subject to subsections (2) and (3), members shall be appointed to hold office during good behaviour for terms not exceeding five years.

  • Marginal note:Removal from office

    (2) Any member appointed under subsection 13(2) may be removed for cause by the Governor in Council. Any member appointed under subsection 13(4), (6) or (7) may be removed for cause by a special resolution.

  • Marginal note:Continuation in office

    (3) Except where they cease to be members under subsection (6), members shall continue to hold office until their successors are appointed.

  • Marginal note:Additional terms of office

    (4) A member is eligible to be reappointed for one or more terms not exceeding five years each.

  • Marginal note:Term of Replacements

    (5) A person appointed to fill a vacancy in the office of a member who has ceased to hold the office before the expiry of the member’s term of office shall be appointed to hold office for the unexpired portion of that term.

  • Marginal note:Ceasing to be member

    (6) A member ceases to be a member when the member

    • (a) dies;

    • (b) resigns;

    • (c) is appointed to the Senate;

    • (d) is elected to the House of Commons or to the legislature of a province;

    • (e) is appointed as a director;

    • (f) becomes an employee or agent of Her Majesty in right of Canada or in right of a province;

    • (g) ceases to be ordinarily resident in Canada;

    • (h) becomes disqualified under subsection 105(1) of the Canada Business Corporations Act; or

    • (i) is removed from office under subsection (2).

Marginal note:Member representation and experience

 The appointment of members shall be made having regard to the following considerations:

  • (a) the need to ensure, as far as possible, that at all times the membership will be representative of

    • (i) persons engaged in the development and demonstration of technologies to promote sustainable development, including technologies to address issues related to climate change and the quality of air, water and soil,

    • (ii) the business community, and

    • (iii) not-for-profit organizations;

  • (b) the importance of having membership that is representative of various regions of Canada and includes men and women who are able to contribute to the achievement of the objects and purposes of the Foundation; and

  • (c) the need for a membership that has sufficient knowledge of technologies that promote sustainable development.

  • 2001, c. 23, s. 15;
  • 2004, c. 22, s. 14.
Marginal note:Expenses for members
  •  (1) Members shall serve without remuneration but are entitled to be paid from the funds of the Foundation reasonable travel and living expenses incurred by them in the performance of their duties under this Act while absent from their ordinary place of residence.

  • Marginal note:Members not to profit

    (2) Except as provided under subsection (1), no member shall profit or gain any income or acquire any property from the Foundation or its activities.

STAFF

Marginal note:Staff
  •  (1) The board may appoint any officers, employees and agents of the Foundation that it considers necessary to carry out the objects and purposes of the Foundation.

  • Marginal note:Designation of offices

    (2) Subject to the by-laws of the Foundation, the board may designate the offices of the Foundation and specify the duties and functions of each office.

  • Marginal note:Directors and members not employees or agents

    (3) Directors and members are not eligible to be employees or agents of the Foundation.

  • Marginal note:Not part of public service of Canada

    (4) The directors, members, officers, employees and agents of the Foundation are not, because of being directors, members, officers, employees or agents of the Foundation, part of the federal public administration.

  • 2001, c. 23, s. 17;
  • 2003, c. 22, s. 224(E).

OPERATIONS

Marginal note:Administrative expenses

 From its funds, the Foundation may pay salaries and wages of its officers and employees, rent for its accommodation, remuneration for its directors and agents, reimbursement to the directors and members for reasonable travel and living expenses incurred by them in the performance of their duties under this Act while absent from their ordinary place of residence, and other costs and expenses of carrying on the business of the Foundation.

Marginal note:Funding for eligible projects
  •  (1) From its funds, the Foundation may provide funding to eligible recipients to be used by them solely for the purposes of eligible projects in accordance with any terms and conditions specified by the Foundation in respect of the funding, including terms and conditions as to repayment of the funding, intellectual property rights and the maximum amount and proportion of funding for eligible projects to be provided by the Foundation.

  • Marginal note:Agreement with eligible recipient

    (2) The Foundation shall enter into an agreement with an eligible recipient respecting, among other things,

    • (a) the manner in which the Foundation will make advances in respect of funding to the eligible recipient and when those advances will be made;

    • (b) any terms or conditions on which the funding will be provided, including those terms and conditions referred to in subsection (1);

    • (c) the evaluation of the eligible recipient’s performance in achieving the objectives of the eligible project and the evaluation of the results of the project, including the potential performance of the technology that is developed and demonstrated by the project; and

    • (d) if the eligible recipient is composed of organizations, each of which has legal capacity, the requirement for those organizations to be jointly and severally or solidarily liable for the obligations of that eligible recipient.

  • Marginal note:Foundation not to acquire an interest

    (3) In providing funding to an eligible recipient in respect of an eligible project, the Foundation shall not acquire any interest, whether through the acquisition of share capital, a partnership interest or otherwise, in any research infrastructure acquired by the eligible recipient for the project.

Marginal note:Donations to Foundation
  •  (1) Subject to subsection (3), the Foundation may accept conditional or unconditional donations of money.

  • Marginal note:Use of donations

    (2) All money donated to the Foundation, and any income arising from the investment of that money, shall be used by the Foundation in carrying out its objects and purposes in accordance with the terms and conditions of any agreement for provision of funding entered into between a donor and the Foundation.

  • Marginal note:Conditional donations

    (3) The Foundation shall not accept a donation of money that is made on the condition that the Foundation use the money or any income arising from the investment of the money for any purpose that is not within the objects and purposes of the Foundation.

  • Marginal note:Exception

    (4) Subsection (3) does not apply if the conditions of a donation of money merely restrict or direct the manner of investing the money until it can be used to provide funding to eligible recipients for eligible projects.

Marginal note:Investment policies

 The board shall establish investment policies, standards and procedures that a reasonably prudent person would apply in respect of a portfolio of investments to avoid undue risk of loss and obtain a reasonable return, having regard to the Foundation’s obligations and anticipated obligations.

Marginal note:Investments
  •  (1) Subject to any conditions of a donation restricting the investment of money donated until it can be used to provide funding to eligible recipients for eligible projects, the Foundation shall invest its funds, and reinvest any income from those funds, in accordance with the investment policies, standards and procedures established by the board.

  • Marginal note:Incorporation of other corporations

    (2) The Foundation shall not cause any corporation to be incorporated or participate in the incorporation of a corporation or become a partner in a partnership.

  • Marginal note:Control of corporation

    (3) Except for the investment of its funds, the Foundation shall not carry on any business for gain or profit and shall not hold or acquire any interest in any corporation or enterprise.

Marginal note:Borrowing prohibited
  •  (1) The Foundation shall not borrow money, issue any debt obligations or securities, give any guarantees to secure a debt or other obligation of another person or mortgage, pledge or otherwise encumber property of the Foundation.

  • Marginal note:Real property or immovables

    (2) The Foundation shall not purchase or accept a donation of real property or immovables.

Marginal note:Delegation by board
  •  (1) Subject to subsection (2), 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 shall not delegate any power or right of the board

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

    • (b) to authorize the provision of funding to eligible recipients for eligible projects;

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

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

    • (e) to accept donations;

    • (f) to approve the annual financial statements or reports of the Foundation; or

    • (g) to submit to the members any matter requiring the approval of the members.

FINANCIAL MATTERS AND AUDIT

Marginal note:Operating and capital budgets
  •  (1) The board shall cause an operating budget and a capital budget to be prepared for each fiscal year of the Foundation and shall submit those budgets to the members for consideration at the annual meeting of members.

  • Marginal note:Books of account

    (2) The board shall cause books of account and other records to be kept and shall establish financial and management controls, information systems and management practices that will ensure that the business and affairs of the Foundation are carried on, and the financial, human and physical resources of the Foundation are managed effectively, efficiently and economically.

  • Marginal note:Information systems

    (3) The books of account and other records of the Foundation shall be maintained in a way that will ensure that the assets of the Foundation are properly protected and controlled and that its business and affairs are carried on in compliance with this Act and, in particular, in such a way that they will show

    • (a) descriptions and book values of all investments of the Foundation; and

    • (b) the eligible recipients who have received, or are about to receive, funding from the Foundation in respect of eligible projects, the nature and extent of the projects and the amount of the funding.

Marginal note:Auditor
  •  (1) At the first meeting of the members, and in any subsequent fiscal year at the annual meeting, the members shall appoint an auditor for the Foundation for the fiscal year and fix, or authorize the board to fix, the auditor’s remuneration.

  • Marginal note:Qualifications of auditor

    (2) The auditor shall be

    • (a) a natural person who

      • (i) is a member in good standing of an institute or association of accountants incorporated by or under an Act of the legislature of a province,

      • (ii) has at least five years experience at a senior level in carrying out audits,

      • (iii) is ordinarily resident in Canada, and

      • (iv) is independent of the board, the directors, the members and the officers of the Foundation; or

    • (b) a firm of accountants of which the member or employee jointly designated by the board and the firm to conduct the audit of the books and records of the Foundation on behalf of the firm meets the qualifications set out in paragraph (a).

  • Marginal note:Continuation of auditor

    (3) If an auditor is not appointed at the annual general meeting in any fiscal year, the auditor for the preceding fiscal year continues in office until a successor is appointed.

  • Marginal note:Removal of auditor

    (4) The members may by a special resolution remove an auditor from office.

  • Marginal note:Ceasing to hold office

    (5) An auditor ceases to hold office when the auditor

    • (a) dies;

    • (b) resigns;

    • (c) is removed from office under subsection (4); or

    • (d) no longer meets the requirements under subsection (2).

  • Marginal note:Replacement

    (6) The members may, at a meeting of the members, appoint an auditor to fill any vacancy in the office of the auditor but, if the members fail to fill the vacancy at that meeting or if no meeting of the members is convened without delay after the vacancy occurs, the board may appoint an auditor.

  • Marginal note:Unexpired term

    (7) An auditor appointed to fill a vacancy in the office holds office for the unexpired term of the predecessor in the office.

Marginal note:Auditor’s report

 The auditor shall, within four months after the end of each fiscal year, complete the audit of the books and records of the Foundation for the fiscal year and submit a report of the audit to the members.

Marginal note:Audit committee
  •  (1) The board shall appoint an audit committee consisting of not fewer than three directors and fix the duties and functions of the committee.

  • Marginal note:Internal audit

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

ANNUAL MEETING

Marginal note:Annual meeting

 The board shall call an annual meeting of members not later than six months after the end of each fiscal year of the Foundation for the purpose of

  • (a) examining the audited financial statements and the report of the auditor on those statements for the preceding fiscal year;

  • (b) examining the annual report of the Foundation for the preceding fiscal year;

  • (c) examining the operating budget and the capital budget submitted by the board under subsection 25(1);

  • (d) considering and confirming, rejecting or amending by-laws made by the board or amendments to or the repeal of by-laws made by the board;

  • (e) appointing an auditor under subsection 26(1); and

  • (f) considering any other matter respecting the operations of the Foundation.

ANNUAL REPORT

Marginal note:Annual report
  •  (1) The Foundation shall, within five months after the end of each fiscal year, prepare an annual report in both official languages of its activities during the preceding fiscal year and include in the report

    • (a) its financial statements for the year as approved by the board and the report of the auditor respecting those statements;

    • (b) a detailed statement of its investment activities during the year, its investment portfolio as at the end of the year and its investment policies, standards and procedures;

    • (c) a detailed statement of its funding activities;

    • (d) a statement of its plans for fulfilling its objects and purposes for the next year; and

    • (e) an evaluation of the overall results achieved by the funding of eligible projects by the Foundation during the year in review, and since the inception of the Foundation.

  • Marginal note:Consideration of report

    (2) Before the annual report of the Foundation for a fiscal year is distributed to the public it shall be approved by the board and examined by the members at a meeting of the members.

  • Marginal note:Distribution of report

    (3) After the annual report of the Foundation for a fiscal year is approved as required under subsection (2), the report shall be made public in accordance with the by-laws of the Foundation and a copy shall be sent to the Minister who shall cause a copy of the report to be laid before each House of Parliament on any of the first 15 days on which that House is sitting after the Minister receives it.

Marginal note:Public meeting
  •  (1) After it publishes its annual report for a fiscal year, the Foundation shall convene a public meeting at a city in Canada selected by the board to consider the report and other matters relating to the activities of the Foundation during the year.

  • Marginal note:Notice of meeting

    (2) At least 30 days before the date of a meeting convened under subsection (1) to consider the Foundation’s annual report for a fiscal year, the Foundation shall give notice of the time and place of the meeting in accordance with the by-laws of the Foundation.

WINDING-UP

Marginal note:Property to be divided
  •  (1) If the Foundation is wound up or dissolved, its property remaining after its debts and obligations have been satisfied shall be liquidated and the moneys arising from the liquidation shall be distributed among all the eligible recipients that have received funding from the Foundation and that are, as of the day the distribution begins, still carrying on projects to develop and demonstrate new technologies to promote sustainable development, to be used by them for the purpose of those projects. Each of those eligible recipients shall receive an amount that is the same proportion of the moneys arising from the liquidation as the total funding received by that eligible recipient from the Foundation is of the total of all funding that has been provided by the Foundation to all of those eligible recipients.

  • Marginal note:Repayment out of remaining property

    (2) Despite subsection (1), the Minister may require the Foundation to repay out of the moneys arising from the liquidation to the Receiver General for credit to the Consolidated Revenue Fund any amount that is so repayable under the terms or conditions on which public moneys were provided to the Foundation.

  • 2001, c. 23, s. 32;
  • 2003, c. 15, s. 33.

GENERAL

Marginal note:Official Languages Act applies

 The Official Languages Act applies to the Foundation as if it were a federal institution.

Marginal note:Mandatory by-laws

 The Foundation shall include in its by-laws provisions

  • (a) entitling an eligible recipient that has made an application for funding from the Foundation to request the board to make a ruling as to the possible conflict of interest of a director in the consideration or disposal of the application;

  • (b) establishing procedures to be followed by the board in responding to the request and giving the ruling;

  • (c) determining the fiscal year of the Foundation;

  • (d) requiring the creation of advisory committees, including technical advisory committees, and their mandates; and

  • (e) fixing the remuneration for directors.

DESIGNATION AND AMENDMENTS CONSEQUENTIAL ON IT

Marginal note:Designation by Governor in Council
  •  (1) The Governor in Council may, by order, designate, for the purposes of this Act, any corporation incorporated under Part II of the Canada Corporations Act, chapter C-32 of the Revised Statutes of Canada, 1970, or the Canada Not-for-profit Corporations Act.

  • Marginal note:Sections 36 to 39 apply

    (2) If an order is made under subsection (1), sections 36 to 39 apply as of the day on which that order is made.

  • 2001, c. 23, s. 35;
  • 2009, c. 23, s. 316.

 [Amendments]

COMING INTO FORCE

Marginal note:Coming into force

Footnote * This Act comes into force on a day to be fixed by order of the Governor in Council.

RELATED PROVISIONS

  • — 2003, c. 15, s. 34

    • $250,000,000 granted

      34. From and out of the Consolidated Revenue Fund there may, on the requisition of the Minister of the Environment and the Minister of Natural Resources, be paid and applied a sum not exceeding two hundred and fifty million dollars for payment to the Canada Foundation for Sustainable Development Technology for its use.

AMENDMENTS NOT IN FORCE

  • — 2009, c. 23, s. 349

    • 349. On the day on which paragraph 313(a) comes into force, subsection 8(3) of the Canada Foundation for Sustainable Development Technology Act is replaced by the following:

      • Canada Not-for-profit Corporations Act

        (3) The Canada Not-for-profit Corporations Act does not apply to the Foundation.

  • — 2009, c. 23, s. 350

    • 350. On the day on which paragraph 313(a) comes into force, subsection 35(1) of the Canada Foundation for Sustainable Development Technology Act is replaced by the following:

      • Designation by Governor in Council
        • 35. (1) The Governor in Council may, by order, designate, for the purposes of this Act, any corporation incorporated under the Canada Not-for-profit Corporations Act.