Remuneration and Expenses (continued)
Marginal note:Salary of Executive Director
11 The salary and any other remuneration to be paid to the Executive Director shall be fixed by the Governor in Council.
12 Under such terms and conditions as are fixed by by-law of the Board, 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.
Principal Office and Meetings
Marginal note:Principal office
13 The principal office of the Foundation shall be located in the Municipality of Metropolitan Toronto, Ontario.
Marginal note:Access to services
14 The Foundation shall take reasonable measures to provide access to its services throughout Canada, alone or in collaboration with other institutions and organizations.
Marginal note:Meetings of the Board
(2) A majority of the directors in office constitutes a quorum at a meeting of the Board.
Marginal note:Deputy Minister
(3) The Deputy to the Minister, or a person designated by the Deputy, 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.
16 The Board may make by-laws respecting
(a) the duties of the officers, employees and agents of the Foundation;
(b) the remuneration and conditions of employment of the officers, employees and agents of the Foundation, other than the Executive Director;
(c) the constitution of any committees appointed pursuant to section 12, 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 Foundation; and
(f) the conduct and management of the work of the Foundation.
Marginal note:Not an agent
Marginal note:Not part of federal public administration
(2) The Chairperson, directors, Executive Director, officers, employees and agents of the Foundation are not part of the federal public administration.
Marginal note:Financial Administration Act
- 1991, c. 8, s. 17
- 2003, c. 22, s. 224(E)
- 2005, c. 30, s. 45
- 2006, c. 9, s. 244
- 2009, c. 2, s. 380
- 2013, c. 33, s. 230
Marginal note:Duty of care
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 Foundation represented to the director or officer by an officer of the Foundation or in a written report of the auditor of the Foundation fairly to reflect the financial condition of the Foundation; 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 in contract
(a) is a party to a material contract or proposed material contract with the Foundation, 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 Foundation,
shall disclose in writing to the Foundation 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 Foundation may indemnify a present or former director or officer of the Foundation or any other person who acts or acted at its request as a director or officer of another corporation of which the Foundation 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 Foundation 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.
(2) The Foundation 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
- 1991, c. 8, s. 21
- 1999, c. 31, s. 246(F)
Marginal note:Payment to Foundation
22 (1) There shall be paid to the Foundation out of the Consolidated Revenue Fund the sum of twenty-four million dollars, of which twelve million dollars shall be paid on behalf of the Japanese Canadian community in commemoration of members of that community who suffered injustices during and after World War II.
Marginal note:Endowment Fund
(2) The sum of twenty-four million dollars referred to in subsection (1) constitutes the capital of an Endowment Fund to be used only for investment and the earning of income, which income may be expended for the purpose of the Foundation.
23 [Repealed, 2010, c. 12, s. 1698]
24 If the Foundation is dissolved,
(a) the capital of the Endowment Fund and any unexpended interest thereon, and
(b) any of the Foundation’s other property that remains after the payment of the Foundation’s debts and liabilities, or after making adequate provision for their payment,
shall be transferred to the Government of Canada and any other government on a proportional basis having regard to their total contributions to the Foundation.
Marginal note:Financial year
(2) [Repealed, 2005, c. 30, s. 46]
- 1991, c. 8, s. 25
- 2005, c. 30, s. 46
- Date modified: