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

Act current to 2024-05-28 and last amended on 2012-03-16. Previous Versions

Asia-Pacific Foundation of Canada Act

R.S.C., 1985, c. A-13

An Act to establish the Asia-Pacific Foundation of Canada

Short Title

Marginal note:Short title

 This Act may be cited as the Asia-Pacific Foundation of Canada Act.

  • 1984, c. 12, s. 1

Foundation Established

Marginal note:Foundation established

 There is hereby established a corporation to be known as the Asia-Pacific Foundation of Canada, in this Act referred to as the “Foundation”.

  • 1984, c. 12, s. 2

Purpose of Foundation

Marginal note:Purpose of Foundation

 The purpose of the Foundation is to develop closer ties between the peoples and institutions of Canada and the peoples and institutions of the Asia-Pacific region and to promote capacity development in persons and entities that share an interest in the Asia-Pacific region and the building of networks between them by

  • (a) promoting mutual awareness and understanding of the cultures, histories, religions, philosophies, languages, life styles and aspirations in the Asia-Pacific region and Canada and their effects on each other’s societies;

  • (a.1) promoting dialogue on, and understanding of, foreign policy issues as they relate to Canada and the Asia-Pacific region;

  • (b) supporting development cooperation between organizations, institutions and associations in Canada and in the Asia-Pacific region;

  • (c) promoting collaboration among organizations, institutions and associations in private and public sectors in Canada and in the Asia-Pacific region;

  • (d) promoting closer economic and commercial ties between Canada and the Asia-Pacific region;

  • (e) promoting, in Canada, scholarship in and expertise on economic, cultural, social and other subjects relating to the Asia-Pacific region, and in the Asia-Pacific region, scholarship in and expertise on economic, cultural, social and other subjects relating to Canada; and

  • (f) collecting information and ideas relating to Canada and the Asia-Pacific region and disseminating such information and ideas within Canada and the Asia-Pacific region.

  • R.S., 1985, c. A-13, s. 3
  • 2005, c. 30, s. 60

Powers

Marginal note:Powers

 The Foundation has the capacity of a natural person and, without restricting the generality of the foregoing, the Foundation may,

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

  • (b) support, assist and implement programs and activities by government, public or private organizations and agencies or by individuals for the furtherance of its purpose;

  • (c) enter into contracts or agreements with governments, public or private organizations and agencies or with individuals;

  • (d) publish or otherwise disseminate information of all kinds related to its purpose;

  • (e) sponsor or support conferences, seminars and other meetings related to its purpose;

  • (f) establish, maintain and operate information and data centres and facilities for research and other activities related to its purpose;

  • (g) establish and award scholarships or fellowships for study related to its purpose;

  • (h) give recognition, by such means as it deems appropriate, for outstanding contributions to the development of Canada’s relationship with countries of the Asia-Pacific region;

  • (i) acquire and hold real property or any interest therein and sell or otherwise dispose of the same;

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

  • (k) expend, for the purpose of the Foundation, such moneys as may be appropriated by Parliament or by any other government for the activities of the Foundation or received by it through the conduct of its operations;

  • (l) expend, for the purpose of the Foundation, all amounts received by it as grants, contributions and donations of money for its activities; and

  • (m) do such other things as are conducive to the fulfilment of its purpose and to the exercise of its powers.

  • R.S., 1985, c. A-13, s. 4
  • 2005, c. 30, s. 61

Marginal note:Capacity in Canada

 The Foundation may carry on its activities throughout Canada.

  • 1984, c. 12, s. 5

Marginal note:Extraterritorial capacity

 The Foundation has the capacity to carry on its activities and affairs and to exercise its powers in any jurisdiction outside Canada to the extent that the laws of that jurisdiction permit.

  • 1984, c. 12, s. 6

Organization

Marginal note:Board of Directors

 The affairs of the Foundation are to be managed by a Board of Directors, in this Act referred to as the “Board”.

  • R.S., 1985, c. A-13, s. 7
  • 2005, c. 30, s. 62

 [Repealed, 2005, c. 30, s. 63]

Marginal note:Appointment to the Board

 The Board consists of the following directors:

  • (a) the Chairperson and up to four other directors appointed by the Governor in Council, on the recommendation of the Minister of Foreign Affairs, in this Act referred to as the “Minister”, after the Minister has consulted with the Board;

  • (b) up to eighteen directors appointed by the Board after consultations with the governments of the provinces and any interested individuals, corporations and organizations; and

  • (c) the President of the Foundation appointed under section 17.

  • R.S., 1985, c. A-13, s. 9
  • 1995, c. 5, s. 25
  • 2005, c. 30, s. 64
  • 2010, c. 12, s. 1654

Marginal note:Appointments from provinces

 When considering the appointment to the Board under paragraph 9(b) of any person proposed by the government of a province, the Board, subject to the criteria that it may establish for the purpose, is to have regard to the amounts contributed to the Foundation by that province.

  • R.S., 1985, c. A-13, s. 10
  • 2005, c. 30, s. 65

Marginal note:Representation and experience

 The appointment of directors is to be made from persons whose background or experience would assist the Foundation in the fulfilment of its purpose and having regard to the following considerations:

  • (a) the need to ensure, as far as possible, that at least one half of the membership has experience or expertise concerning relations between Canada and the Asia-Pacific region;

  • (b) the need for a membership that has sufficient knowledge of corporate governance, investment management, auditing and evaluations; and

  • (c) the importance of having membership that is representative of Canadian society.

  • 2005, c. 30, s. 65

Marginal note:Ineligibility

 A person is not eligible to be appointed as a director if the person is a member of the Senate or the House of Commons.

  • 2005, c. 30, s. 65

Marginal note:Term of office

 The term of office of every director appointed in accordance with paragraphs 9(a) and (b) may not exceed three years.

  • R.S., 1985, c. A-13, s. 11
  • 1992, c. 1, s. 7

Marginal note:Re-appointment

 Subject to section 20, every director, including the Chairperson, whose term of office has expired is eligible for re-appointment to the Board in the same or another capacity but no person may be appointed to the Board more than three times.

  • R.S., 1985, c. A-13, s. 12
  • 2005, c. 30, s. 80(E)

Marginal note:Removal from office

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

  • 2005, c. 30, s. 66

General

Marginal note:Role of Chairperson

 The Chairperson shall preside at meetings of the Board and may perform such other duties as are assigned to him by the Board.

  • R.S., 1985, c. A-13, s. 13
  • 2005, c. 30, s. 80(E)

Marginal note:Vice-Chairperson

 The Board may elect from among its members a Vice-Chairperson who, in the event of the absence or incapacity of the Chairperson, or if the office of Chairperson is vacant, has all the duties and functions of the Chairperson.

  • R.S., 1985, c. A-13, s. 14
  • 2005, c. 30, s. 80(E)

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)
 

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