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Canada Foundation for Sustainable Development Technology Act (S.C. 2001, c. 23)

Act current to 2020-10-05 and last amended on 2017-12-31. Previous Versions

Directors

Marginal note:Continuation of board of directors of corporation

  •  (1) The board of directors of the corporation ceases to exist and there shall be a board of directors of the Foundation that shall supervise the management of the business and affairs of the Foundation and, subject to the by-laws of the Foundation, exercise all its powers.

  • Marginal note:Appointment of directors

    (2) Subject to subsection (4), the board consists of

    • (a) the Chairperson of the board appointed by the Governor in Council on the Minister’s recommendation;

    • (b) six persons appointed by the Governor in Council on the Minister’s recommendation; and

    • (c) eight persons appointed by the members in accordance with subsection 13(5) and the by-laws of the Foundation.

  • Marginal note:Eligibility for directors

    (3) A person is not eligible to be appointed as a director if the person

    • (a) is a member of the Senate, the House of Commons or the legislature of a province;

    • (b) is an employee or agent of Her Majesty in right of Canada or in right of a province;

    • (c) does not ordinarily reside in Canada; or

    • (d) is disqualified under subsection 105(1) of the Canada Business Corporations Act.

  • Marginal note:Initial organization

    (4) If the Chairperson is appointed before directors have been appointed under paragraph (2)(c), the Chairperson and any other directors that may have been appointed under paragraph (2)(b) constitute the board until directors are appointed under paragraph (2)(c) and may

    • (a) undertake the organization of the Foundation including the appointment of officers and employees;

    • (b) make banking arrangements for the Foundation;

    • (c) enact organizational by-laws for the Foundation; and

    • (d) receive on behalf of the Foundation any moneys paid to the Foundation.

  • Marginal note:Limitation

    (5) Until directors are appointed under paragraph (2)(c), the Foundation shall not provide any funding from the funds of the Foundation or enter into any agreements or arrangements, or review any applications, for or in respect of funding to be provided from the funds of the Foundation.

  • Marginal note:Foundation not owned by Crown

    (6) The operation of the Foundation under subsection (4) by the Chairperson and any directors appointed under paragraph (2)(b) shall not, despite subsection 83(2) of the Financial Administration Act, result in the Foundation being considered, for the purposes of Part X of that Act or for any other purpose, to be wholly owned directly by Her Majesty in right of Canada.

  • 2001, c. 23, ss. 9, 38
  • 2016, c. 7, s. 237

Marginal note:Terms of office of directors

  •  (1) Subject to subsections (2) and (3), the Chairperson and the directors shall be appointed to hold office during good behaviour for terms not exceeding five years.

  • Marginal note:Removal from office

    (2) The Chairperson and any director appointed under paragraph 9(2)(b) may be removed for cause by the Governor in Council. Any director appointed under paragraph 9(2)(c) may be removed for cause by a special resolution.

  • Marginal note:Continuation in office

    (3) Except where they cease to be directors under subsection (6), directors shall continue to hold office until their successors are appointed.

  • Marginal note:Additional terms of office

    (4) A director is eligible to be reappointed for one or more terms not exceeding five years each.

  • Marginal note:Term of replacements

    (5) A person appointed to fill a vacancy in the office of a director who has ceased to hold office before the expiry of the director’s term of office shall be appointed to hold office for the unexpired portion of that term.

  • Marginal note:Ceasing to be director

    (6) A director ceases to be a director when the director

    • (a) dies;

    • (b) resigns;

    • (c) is appointed to the Senate;

    • (d) is elected to the House of Commons or to the legislature of a province;

    • (e) becomes an employee or agent of Her Majesty in right of Canada or in right of a province;

    • (f) ceases to be ordinarily resident in Canada;

    • (g) becomes disqualified under subsection 105(1) of the Canada Business Corporations Act; or

    • (h) is removed from office under subsection (2).

Marginal note:Director representation and experience

 The appointment of directors shall be made having regard to the following considerations:

  • (a) the need to ensure, as far as possible, that at all times the board will be representative of

    • (i) persons engaged in the development and demonstration of technologies to promote sustainable development, including technologies to address issues related to climate change and the quality of air, water and soil,

    • (ii) the business community, and

    • (iii) not-for-profit organizations;

  • (b) the importance of having a board that is representative of various regions of Canada and includes men and women who are able to contribute to the achievement of the objects and purposes of the Foundation; and

  • (c) the need for a board that has sufficient knowledge of technologies that promote sustainable development.

  • 2001, c. 23, s. 11
  • 2004, c. 22, s. 13

Marginal note:Remuneration and expenses for directors

  •  (1) From the funds of the Foundation, the directors

    • (a) may be paid remuneration that is fixed by the Foundation’s by-laws; and

    • (b) are entitled to be paid reasonable travel and living expenses incurred by them in the performance of their duties under this Act while absent from their ordinary place of residence.

  • Marginal note:Directors not to profit

    (2) Except as provided under subsection (1), no director shall profit or gain any income or acquire any property from the Foundation or its activities.

Members

Marginal note:Members of the corporation

  •  (1) The persons who are members of the corporation cease to be members of the corporation.

  • Marginal note:Appointing of members

    (1.1) There shall be 15 members of the Foundation.

  • Marginal note:First members

    (2) The Governor in Council shall without delay appoint seven persons as members of the Foundation, on the recommendation of the Minister, as proposed by the Minister of Natural Resources and the Minister of the Environment, after consultation with the Minister of Industry.

  • Marginal note:First meeting

    (3) As soon as possible after the appointment of the seven members under subsection (2), the Minister shall make arrangements for a first meeting of those members.

  • Marginal note:Appointing balance of first members

    (4) At the first meeting of the seven members appointed under subsection (2), or at a meeting held as soon after that meeting as possible, those members shall appoint eight further members of the Foundation.

  • Marginal note:Appointment of first directors under paragraph 9(2)(c)

    (5) The members shall appoint the first directors under paragraph 9(2)(c) at a meeting held as soon as possible after the eight further members are appointed under subsection (4).

  • Marginal note:Appointment of successor members

    (6) The appointment of a person as a member to succeed a person whose term as a member expires shall be made by the members at a meeting of members.

  • Marginal note:Filling vacancies

    (7) The appointment of a person as a member to fill a vacancy in the membership caused by a person ceasing to be a member before the member’s term as a member expires shall be made by the members at a meeting of members.

  • Marginal note:Eligibility for members

    (8) A person is not eligible to be appointed as a member if the person

    • (a) is a member of the Senate, the House of Commons or the legislature of a province;

    • (b) is an employee or agent of Her Majesty in right of Canada or in right of a province;

    • (c) is a director;

    • (d) does not ordinarily reside in Canada; or

    • (e) is disqualified under subsection 105(1) of the Canada Business Corporations Act.

  • 2001, c. 23, ss. 13, 39
 
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