Marginal note:Short title

1 This Act may be cited as the Canadian Heritage Languages Institute Act.

Marginal note:Definitions

2 In this Act,

Board

conseil

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

Chairperson

président

Chairperson means the Chairperson of the Board; (président)

Executive Director

directeur général

Executive Director means the Executive Director of the Institute; (directeur général)

heritage language

langues patrimoniales

heritage language means a language, other than one of the official languages of Canada, that contributes to the linguistic heritage of Canada; (langues patrimoniales)

Institute

Institut

Institute means the Canadian Heritage Languages Institute established by section 3; (Institut)

Minister

ministre

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

Marginal note:Institute established

3 In pursuance of the multiculturalism policy of the Government of Canada to preserve and enhance the use of languages other than English and French, while strengthening the status and use of the official languages of Canada, as declared in paragraph 3(1)(i) of the Canadian Multiculturalism Act, a corporation is hereby established to be called the Canadian Heritage Languages Institute.

Marginal note:Purpose

4 The purpose of the Institute is to facilitate throughout Canada the acquisition, retention and use of heritage languages by

• (a) promoting, through public education and discussion, the learning of heritage languages and their benefit to Canada;

• (b) providing the public with information about heritage language resources;

• (c) developing programs to improve the quality of heritage language instruction;

• (d) assisting in the production and dissemination of Canadian-oriented materials related to the study of heritage languages;

• (e) assisting in the development of standards for the learning of heritage languages;

• (f) conducting research into all aspects of heritage languages;

• (g) establishing scholarly and professional links between the Institute and universities, colleges and other organizations and persons interested in the Institute’s work;

• (h) encouraging consultation in matters relating to heritage languages among governments, institutions, organizations and individuals interested in heritage languages; and

• (i) undertaking any other activities in furtherance of its purpose.

Marginal note:Powers

• 5 (1) In order to carry out its purpose, the Institute has the capacity of a natural person and, in particular, the Institute may

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

  • (b) support and implement the programs and activities of other governments, public and private organizations and individuals;

  • (c) 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 Institute;

  • (d) expend any money appropriated by Parliament or any other government for the activities of the Institute, subject to any terms on which it is appropriated;

  • (e) publish or otherwise disseminate information related to its purpose;

  • (f) sponsor and support conferences, seminars and other meetings;

  • (g) establish and award scholarships and fellowships; and

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

• Marginal note:Capacity in Canada

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

• Marginal note:Rights preserved

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

Marginal note:Management of activities of the Institute

• 6 (1) The activities of the Institute shall be managed by a Board of Directors consisting of a Chairperson and not more than twenty-one other directors, to be appointed by the Governor in Council, on the recommendation of the Minister, after the Minister has consulted with such governments, institutions, organizations and individuals as the Minister considers appropriate.

• Marginal note:Qualifications of directors

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

• Marginal note:Terms of office

  (3) Members of the Board shall be appointed to hold office for terms not exceeding three years.

Marginal note:Role of Chairperson

• 7 (1) The Chairperson shall preside at meetings of the Board and may perform any other duties assigned by the Board.

• Marginal note:Election of Vice-Chairperson

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

• Marginal note:Absence of Chairperson

  (3) In the event of the absence or incapacity of the Chairperson, or if the office of Chairperson is vacant, the Vice-Chairperson has and may exercise all the powers, duties and functions of the Chairperson.

Marginal note:Re-appointment

• 8 (1) A director, including the Chairperson, whose term of office has expired is eligible for re-appointment to the Board in the same or another capacity.

• Marginal note:Resignation

  (2) 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 of it or at the time specified in the notice, whichever is the later.

Marginal note:Appointment

• 9 (1) The Executive Director 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) After the appointment of the first Executive Director, subsequent appointments shall be made only after the Minister has consulted with the Board on the appointments.

• Marginal note:Role of Executive Director

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

• Marginal note:Acting Executive Director

  (4) The Board may authorize a member of the Board or an officer or employee of the Institute to act as Executive Director in the event that the Executive Director is absent or incapacitated or the office of the Executive Director is vacant, but no person may act as Executive Director for a period exceeding sixty days without the approval of the Governor in Council.

• Marginal note:Re-appointment

  (5) An Executive Director whose term of office has expired is eligible for re-appointment in that capacity.

• Marginal note:Ex officio member of Board

  (6) The Executive Director is an ex officio member of the Board without a vote.

Marginal note:Fees of directors

10 The Chairperson and the other directors shall be paid such fees for their attendance at meetings of the Institute and for work performed for the Institute as are fixed by the Governor in Council.

Marginal note:Expenses

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

Marginal note:Salary of Executive Director

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

Marginal note:Principal office

13 The principal office of the Institute shall be in the City of Edmonton.

Marginal note:Meetings

• 14 (1) The Board shall meet at such times and places as the Chairperson may select, but it shall meet at least twice in each year, with at least one of the meetings at the principal office of the Institute.

• Marginal note:Attendance at meetings

  (2) The Deputy to the Minister, or a delegate thereof, 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.

Marginal note:Committees

15 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, under such terms and conditions as are fixed by by-law of the Board.

Marginal note:By-laws

16 The Board may make by-laws respecting

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

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

• (c) the constitution of any committees appointed under section 15, 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 Institute; and

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

Marginal note:Duty of care

• 18 (1) When exercising powers and performing duties under this Act, every director and officer shall

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

  • (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 Institute.

• 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 Institute represented to the director or officer by an officer of the Institute or in a written report of the auditor of the Institute fairly to reflect the financial condition of the Institute; 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

• 19 (1) A director or officer who

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

  shall disclose in writing to the Institute 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 Institute may indemnify a present or former director or officer of the Institute or any other person who acts or acted at its request as a director or officer of another corporation of which the Institute 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 Institute 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 Institute 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).

Marginal note:Registered charity

21 The Institute shall be deemed, for the purposes of the Income Tax Act, to be a registered charity within the meaning of that Act.

Marginal note:Payments to Institute

• 22 (1) The Minister of Finance shall, out of the Consolidated Revenue Fund, pay to the Institute the following sums in the fiscal year in which this Act comes into force and in each of the subsequent four fiscal years, namely,

  • (a) eight hundred thousand dollars, to constitute the capital of an Endowment Fund to be invested and earn income to be expended for the purpose of the Institute; and

  • (b) an additional five hundred thousand dollars, to be expended for the purpose of the Institute.

• Marginal note:Charges in accounts of Canada

  (2) Amounts paid to the Institute under this section shall be charged in the accounts of Canada to the account of the Department over which the Minister presides.

• Marginal note:Additional amounts

  (3) Nothing in this section precludes the Government of Canada from making additional payments to the Endowment Fund and to the Institute from time to time.

Marginal note:Dissolution

23 If the Institute is dissolved,

• (a) the capital of the Endowment Fund and any unexpended interest thereon, and

• (b) any of the Institute’s other property that remains after the payment of the Institute’s debts and liabilities, or after making adequate provision for their payment,

shall be transferred to the Government of Canada and to the governments of the provinces on a proportional basis having regard to their total contributions to the Institute.

Marginal note:Audit

24 The accounts and financial transactions of the Institute shall be audited annually by an independent auditor designated by the Board and a report of the audit shall be made to the Board.

Marginal note:Report

• 25 (1) Within four months after the end of March of each year, the Chairperson shall submit to the Minister a report of the activities of the Institute during that year, including the financial statements of the Institute and the auditor’s report, and the Board shall make the report available for public scrutiny at the principal office of the Institute.

• Marginal note:Tabling of report

  (2) The Minister shall cause a copy of the report referred to in subsection (1) to be laid before each House of Parliament within the first fifteen days on which that House is sitting after the day on which the Minister has received the report.

Marginal note:Review by Minister

• 26 (1) As soon as possible after the fourth anniversary of the coming into force of this Act, the Minister, after consultation with the Board, shall evaluate and prepare a report on the Institute’s activities and organization, including a statement of any changes that the Minister would recommend.

• Marginal note:Tabling of report

  (2) The Minister shall cause a copy of the report referred to in subsection (1) to be laid before each House of Parliament within the first fifteen days on which that House is sitting after the report has been prepared.