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
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
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
(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
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.
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.
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.
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