Budget Implementation Act, 1997

Marginal note:Acts not applicable to foundation

• 8 (1) 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.

• Marginal note:Canada Business Corporations Act

  (2) The following provisions of the Canada Business Corporations Act apply, with such modifications as 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 Part 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’ meeting 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 director’s interests);

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

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

  • (n) subsections 124(1) to (6) (indemnification of directors and insurance for director’s liability);

  • (o) section 155 (financial statements);

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

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

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

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

  • (t) section 169 (examinations by auditor);

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

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

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

  • (x) subsections 257(1) and (2) (certificates of foundation as evidence).

• Marginal note:Description with cross-references

  (3) The descriptive words in parentheses that follow the reference to a provision of the Canada Business Corporations Act in subsection (2) form no part of that subsection but are inserted for convenience of reference only.