Canada Marine Act (S.C. 1998, c. 10)

Marginal note:Power to manage

20. The board of directors is responsible for the management of the activities of a port authority.

Marginal note:Appointment of officers

• 21. (1) The board of directors of a port authority shall appoint a chief executive officer and may appoint other officers that they consider appropriate.

• Marginal note:Chief executive officer

  (2) The chief executive officer is not a member of the board of directors.

• Marginal note:Personnel

  (3) A port authority may appoint the personnel that it considers necessary for the operation of the port.

Marginal note:Delegation

21.1 Subject to the letters patent, the board of directors may delegate the powers to manage the activities of the port authority to a committee of directors or to the officers of the port authority.

Marginal note:Duty of care of directors and officers

• 22. (1) Every director and officer of a port authority shall, in exercising powers and discharging duties,

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

  • (b) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

• Marginal note:Duty to comply

  (2) Every director and officer of a port authority shall comply with this Part, the regulations made under subsection 27(1) and the letters patent and by-laws of the port authority.

• Marginal note:No exculpation

  (3) No provision in a contract or resolution relieves a director or officer from the duty to act in accordance with this Part, the regulations made under subsection 27(1), the letters patent or the by-laws or relieves them from liability for a breach of any of them.

Marginal note:Liability arising when acting as agent of Crown

• 23. (1) If a port authority or a wholly-owned subsidiary of a port authority is acting as agent of Her Majesty in right of Canada, the port authority or subsidiary must fulfil or satisfy an obligation or liability in respect of the port authority or subsidiary, as the case may be, arising from its exercise of, or its failure to exercise, a power or right or arising by operation of law. Her Majesty is not responsible for fulfilment or satisfaction of the obligation or liability, except that if a judgment or decision is rendered by a court of competent jurisdiction in respect of the obligation or liability, Her Majesty is responsible for satisfying the judgment or decision to the extent that it remains unsatisfied by the port authority or subsidiary at least thirty days after the judgment or decision becomes final.

• Marginal note:Liability arising when not acting as agent of Crown

  (2) If a port authority or a wholly-owned subsidiary of a port authority is not acting as agent of Her Majesty in right of Canada, an obligation or liability in respect of the port authority or subsidiary, as the case may be, arising from its exercise of, or its failure to exercise, a power or right or arising by operation of law is an obligation or liability of the port authority or subsidiary, as the case may be, and not an obligation or liability of Her Majesty.

• Marginal note:Insurance required

  (3) A port authority and a wholly-owned subsidiary of a port authority shall fully maintain in good standing at all times the insurance coverage required by any regulations made under paragraph 27(1)(e).