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

Marginal note:Donations to Foundation

• 20 (1) Subject to subsection (3), the Foundation may accept conditional or unconditional donations of money.

• Marginal note:Use of donations

  (2) All money donated to the Foundation, and any income arising from the investment of that money, shall be used by the Foundation in carrying out its objects and purposes in accordance with the terms and conditions of any agreement for provision of funding entered into between a donor and the Foundation.

• Marginal note:Conditional donations

  (3) The Foundation shall not accept a donation of money that is made on the condition that the Foundation use the money or any income arising from the investment of the money for any purpose that is not within the objects and purposes of the Foundation.

• Marginal note:Exception

  (4) Subsection (3) does not apply if the conditions of a donation of money merely restrict or direct the manner of investing the money until it can be used to provide funding to eligible recipients for eligible projects.

Marginal note:Investment policies

21 The board shall establish investment policies, standards and procedures that a reasonably prudent person would apply in respect of a portfolio of investments to avoid undue risk of loss and obtain a reasonable return, having regard to the Foundation’s obligations and anticipated obligations.

Marginal note:Investments

• 22 (1) Subject to any conditions of a donation restricting the investment of money donated until it can be used to provide funding to eligible recipients for eligible projects, the Foundation shall invest its funds, and reinvest any income from those funds, in accordance with the investment policies, standards and procedures established by the board.

• Marginal note:Incorporation of other corporations

  (2) The Foundation shall not cause any corporation to be incorporated or participate in the incorporation of a corporation or become a partner in a partnership.

• Marginal note:Control of corporation

  (3) Except for the investment of its funds, the Foundation shall not carry on any business for gain or profit and shall not hold or acquire any interest in any corporation or enterprise.

Marginal note:Borrowing prohibited

• 23 (1) The Foundation shall not borrow money, issue any debt obligations or securities, give any guarantees to secure a debt or other obligation of another person or mortgage, pledge or otherwise encumber property of the Foundation.

• Marginal note:Real property or immovables

  (2) The Foundation shall not purchase or accept a donation of real property or immovables.

Marginal note:Delegation by board

• 24 (1) Subject to subsection (2), 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 shall not delegate any power or right of the board

  • (a) to enact, amend or repeal by-laws;

  • (b) to authorize the provision of funding to eligible recipients for eligible projects;

  • (c) to appoint directors to, or fill vacancies on, a committee of the board;

  • (d) to appoint officers of the Foundation or fix their remuneration;

  • (e) to accept donations;

  • (f) to approve the annual financial statements or reports of the Foundation; or

  • (g) to submit to the members any matter requiring the approval of the members.

Financial Matters and Audit

Marginal note:Operating and capital budgets

• 25 (1) The board shall cause an operating budget and a capital budget to be prepared for each fiscal year of the Foundation and shall submit those budgets to the members for consideration at the annual meeting of members.

• Marginal note:Books of account

  (2) The board shall cause books of account and other records to be kept and shall establish financial and management controls, information systems and management practices that will ensure that the business and affairs of the Foundation are carried on, and the financial, human and physical resources of the Foundation are managed effectively, efficiently and economically.

• Marginal note:Information systems

  (3) The books of account and other records of the Foundation shall be maintained in a way that will ensure that the assets of the Foundation are properly protected and controlled and that its business and affairs are carried on in compliance with this Act and, in particular, in such a way that they will show

  • (a) descriptions and book values of all investments of the Foundation; and

  • (b) the eligible recipients who have received, or are about to receive, funding from the Foundation in respect of eligible projects, the nature and extent of the projects and the amount of the funding.

Marginal note:Auditor

• 26 (1) At the first meeting of the members, and in any subsequent fiscal year at the annual meeting, the members shall appoint an auditor for the Foundation for the fiscal year and fix, or authorize the board to fix, the auditor’s remuneration.

• Marginal note:Qualifications of auditor

  (2) The auditor shall be

  • (a) a natural person who

    • (i) is a member in good standing of an institute or association of accountants incorporated by or under an Act of the legislature of a province,

    • (ii) has at least five years experience at a senior level in carrying out audits,

    • (iii) is ordinarily resident in Canada, and

    • (iv) is independent of the board, the directors, the members and the officers of the Foundation; or

  • (b) a firm of accountants of which the member or employee jointly designated by the board and the firm to conduct the audit of the books and records of the Foundation on behalf of the firm meets the qualifications set out in paragraph (a).

• Marginal note:Continuation of auditor

  (3) If an auditor is not appointed at the annual general meeting in any fiscal year, the auditor for the preceding fiscal year continues in office until a successor is appointed.

• Marginal note:Removal of auditor

  (4) The members may by a special resolution remove an auditor from office.

• Marginal note:Ceasing to hold office

  (5) An auditor ceases to hold office when the auditor

  • (a) dies;

  • (b) resigns;

  • (c) is removed from office under subsection (4); or

  • (d) no longer meets the requirements under subsection (2).

• Marginal note:Replacement

  (6) The members may, at a meeting of the members, appoint an auditor to fill any vacancy in the office of the auditor but, if the members fail to fill the vacancy at that meeting or if no meeting of the members is convened without delay after the vacancy occurs, the board may appoint an auditor.

• Marginal note:Unexpired term

  (7) An auditor appointed to fill a vacancy in the office holds office for the unexpired term of the predecessor in the office.

Marginal note:Auditor’s report

27 The auditor shall, within four months after the end of each fiscal year, complete the audit of the books and records of the Foundation for the fiscal year and submit a report of the audit to the members.

Marginal note:Audit committee

• 28 (1) The board shall appoint an audit committee consisting of not fewer than three directors and fix the duties and functions of the committee.

• Marginal note:Internal audit

  (2) In addition to any other duties and functions that it is required to perform, the audit committee shall cause internal audits to be conducted to ensure compliance by the officers and employees of the Foundation with management and information systems and controls established by the board.

Annual Meeting

Marginal note:Annual meeting

29 The board shall call an annual meeting of members not later than six months after the end of each fiscal year of the Foundation for the purpose of

• (a) examining the audited financial statements and the report of the auditor on those statements for the preceding fiscal year;

• (b) examining the annual report of the Foundation for the preceding fiscal year;

• (c) examining the operating budget and the capital budget submitted by the board under subsection 25(1);

• (d) considering and confirming, rejecting or amending by-laws made by the board or amendments to or the repeal of by-laws made by the board;

• (e) appointing an auditor under subsection 26(1); and

• (f) considering any other matter respecting the operations of the Foundation.

Annual Report

Marginal note:Annual report

• 30 (1) The Foundation shall, within five months after the end of each fiscal year, prepare an annual report in both official languages of its activities during the preceding fiscal year and include in the report

  • (a) its financial statements for the year as approved by the board and the report of the auditor respecting those statements;

  • (b) a detailed statement of its investment activities during the year, its investment portfolio as at the end of the year and its investment policies, standards and procedures;

  • (c) a detailed statement of its funding activities;

  • (d) a statement of its plans for fulfilling its objects and purposes for the next year; and

  • (e) an evaluation of the overall results achieved by the funding of eligible projects by the Foundation during the year in review, and since the inception of the Foundation.

• Marginal note:Consideration of report

  (2) Before the annual report of the Foundation for a fiscal year is distributed to the public it shall be approved by the board and examined by the members at a meeting of the members.

• Marginal note:Distribution of report

  (3) After the annual report of the Foundation for a fiscal year is approved as required under subsection (2), the report shall be made public in accordance with the by-laws of the Foundation and a copy shall be sent to the Minister who shall cause a copy of the report to be laid before each House of Parliament on any of the first 15 days on which that House is sitting after the Minister receives it.

Marginal note:Public meeting

• 31 (1) After it publishes its annual report for a fiscal year, the Foundation shall convene a public meeting at a city in Canada selected by the board to consider the report and other matters relating to the activities of the Foundation during the year.

• Marginal note:Notice of meeting

  (2) At least 30 days before the date of a meeting convened under subsection (1) to consider the Foundation’s annual report for a fiscal year, the Foundation shall give notice of the time and place of the meeting in accordance with the by-laws of the Foundation.

Winding-up

Marginal note:Property to be divided

• 32 (1) If the Foundation is wound up or dissolved, its property remaining after its debts and obligations have been satisfied shall be liquidated and the moneys arising from the liquidation shall be distributed among all the eligible recipients that have received funding from the Foundation and that are, as of the day the distribution begins, still carrying on projects to develop and demonstrate new technologies to promote sustainable development, to be used by them for the purpose of those projects. Each of those eligible recipients shall receive an amount that is the same proportion of the moneys arising from the liquidation as the total funding received by that eligible recipient from the Foundation is of the total of all funding that has been provided by the Foundation to all of those eligible recipients.

• Marginal note:Repayment out of remaining property

  (2) Despite subsection (1), the Minister may require the Foundation to repay out of the moneys arising from the liquidation to the Receiver General for credit to the Consolidated Revenue Fund any amount that is so repayable under the terms or conditions on which public moneys were provided to the Foundation.