Canada Marine Act (S.C. 1998, c. 10)

Marginal note:Experience

• 15 (1) The directors of a port authority appointed under any of paragraphs 14(1)(a) to (c) shall have generally acknowledged and accepted stature within the transportation industry or the business community.

• Marginal note:Knowledge or experience

  (2) The directors of a port authority appointed under paragraph 14(1)(d) shall have generally acknowledged and accepted stature within the transportation industry or the business community and relevant knowledge and extensive experience related to the management of a business, to the operation of a port or to maritime trade.

Marginal note:Persons excluded

16 The following individuals may not be directors of a port authority:

• (a) an individual who is a mayor, councillor, officer or employee of a municipality mentioned in the letters patent;

• (b) an individual who is a member of the legislature of a province, or an officer or employee of the public service or of a Crown corporation of a province, mentioned in the letters patent;

• (c) a Senator or a member of the House of Commons;

• (c.1) an officer or employee of the federal public administration, a federal Crown corporation or a port authority;

• (d) an individual who is not a resident Canadian, as defined in subsection 2(1) of the Canada Business Corporations Act;

• (e) an individual who is a director, officer or employee of a person who is a user of the port;

• (f) an individual who is under eighteen years of age;

• (g) an individual who has been declared mentally incompetent by a court in Canada or elsewhere; or

• (h) an undischarged bankrupt.

Marginal note:Election of chairperson

17 The board of directors shall elect a chairperson from among their number for a term not exceeding two years, the term being renewable.

Marginal note:Term of office

18 Subject to subsection 19(1), where a port authority is continued under section 10 or 12, the directors or commissioners of the former local port corporation or harbour commission, respectively, continue to hold office as provisional directors of the port authority until the earlier of the day on which they are replaced or removed and ninety days after the date of the continuance.

Marginal note:Ceasing to hold office

• 19 (1) A director of a port authority ceases to hold office when the director

  • (a) dies or resigns;

  • (b) is removed for cause by the authority that made the appointment, namely, the Governor in Council, the municipalities or the province or provinces, as the case may be; or

  • (c) is no longer qualified under section 16.

• Marginal note:Effective date of resignation

  (2) The resignation of a director becomes effective on the day on which a written resignation is received by the port authority or on the day specified in the resignation, whichever is later.

Marginal note:Power to manage

20 The board of directors is responsible for the management of the activities of a port authority.

Marginal note:Appointment of officers

• 21 (1) The board of directors of a port authority shall appoint a chief executive officer and may appoint other officers that they consider appropriate.

• Marginal note:Chief executive officer

  (2) The chief executive officer is not a member of the board of directors.

• Marginal note:Personnel

  (3) A port authority may appoint the personnel that it considers necessary for the operation of the port.

Marginal note:Delegation

21.1 Subject to the letters patent, the board of directors may delegate the powers to manage the activities of the port authority to a committee of directors or to the officers of the port authority.

Marginal note:Duty of care of directors and officers

• 22 (1) Every director and officer of a port authority shall, in exercising powers and discharging duties,

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

  • (b) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

• Marginal note:Duty to comply

  (2) Every director and officer of a port authority shall comply with this Part, the regulations made under subsection 27(1) and the letters patent and by-laws of the port authority.

• Marginal note:No exculpation

  (3) No provision in a contract or resolution relieves a director or officer from the duty to act in accordance with this Part, the regulations made under subsection 27(1), the letters patent or the by-laws or relieves them from liability for a breach of any of them.

Legal Regime Applicable to Port Authorities

Marginal note:Liability arising when acting as agent of Crown

• 23 (1) If a port authority or a wholly-owned subsidiary of a port authority is acting as agent of Her Majesty in right of Canada, the port authority or subsidiary must fulfil or satisfy an obligation or liability in respect of the port authority or subsidiary, as the case may be, arising from its exercise of, or its failure to exercise, a power or right or arising by operation of law. Her Majesty is not responsible for fulfilment or satisfaction of the obligation or liability, except that if a judgment or decision is rendered by a court of competent jurisdiction in respect of the obligation or liability, Her Majesty is responsible for satisfying the judgment or decision to the extent that it remains unsatisfied by the port authority or subsidiary at least thirty days after the judgment or decision becomes final.

• Marginal note:Liability arising when not acting as agent of Crown

  (2) If a port authority or a wholly-owned subsidiary of a port authority is not acting as agent of Her Majesty in right of Canada, an obligation or liability in respect of the port authority or subsidiary, as the case may be, arising from its exercise of, or its failure to exercise, a power or right or arising by operation of law is an obligation or liability of the port authority or subsidiary, as the case may be, and not an obligation or liability of Her Majesty.

• Marginal note:Insurance required

  (3) A port authority and a wholly-owned subsidiary of a port authority shall fully maintain in good standing at all times the insurance coverage required by any regulations made under paragraph 27(1)(e).

Marginal note:Financial Administration Act

24 The Financial Administration Act, other than subsection 9(3) and sections 155, 155.1 and 156, does not apply to a port authority or a wholly-owned subsidiary of a port authority.

Marginal note:No appropriation

25 Even if the port authority or subsidiary is an agent of Her Majesty in right of Canada as provided under section 7, no payment to a port authority or a wholly-owned subsidiary of a port authority may be made under an appropriation by Parliament to enable the port authority or subsidiary to discharge an obligation or liability unless

• (a) the payment

  • (i) is made under the Emergencies Act or any other Act in respect of emergencies,

  • (i.1) is a loan made by the Canada Infrastructure Bank under the Canada Infrastructure Bank Act,

  • (ii) is a contribution in respect of the capital costs of an infrastructure project,

  • (iii) is a contribution in respect of environmental sustainability, or

  • (iv) is a contribution in respect of security, or

• (b) the authority for the funding of Her Majesty’s obligations is an agreement that was in existence before March 1, 1999.

Marginal note:Contribution

25.1 The Minister may, with the approval of the Governor in Council given on the recommendation of the Treasury Board and on any terms and conditions specified by the Governor in Council on the recommendation of the Treasury Board, make a contribution under subparagraph 25(a)(iv).

Marginal note:Payments to Canada Place Corporation

25.2 Despite section 25, the Minister of Canadian Heritage may make payments to Canada Place Corporation for Canada Day celebrations and for the celebrations marking the 150th anniversary of Confederation.

Marginal note:No guarantee

26 No guarantee may be given under the authority of Parliament by or on behalf of Her Majesty for the discharge of an obligation or liability of a port authority or a wholly-owned subsidiary of a port authority. This section applies even if the port authority or subsidiary is an agent of Her Majesty in right of Canada as provided under section 7.

Marginal note:Canada Infrastructure Bank

26.1 Section 26 does not apply with respect to a loan guarantee provided by the Canada Infrastructure Bank on behalf of the government of Canada under paragraph 18(h) of the Canada Infrastructure Bank Act.

Marginal note:Regulations

• 27 (1) For the purposes of this Part, the Governor in Council may make regulations for the corporate management and control of port authorities or wholly-owned subsidiaries of port authorities, including regulations

  • (a) adapting any provision of the Canada Business Corporations Act and any regulations made under that Act, including provisions imposing punishment, for the purpose of applying those provisions as adapted to port authorities;

  • (b) prescribing, for the purposes of section 32, categories of investments in which a port authority may invest;

  • (c) respecting the preparation, form and content of the documents referred to in paragraphs 37(2)(a) to (d) and the information referred to in subsection 37(3);

  • (d) prescribing the remuneration threshold for the purposes of paragraph 37(3)(c) and the method of determining that threshold;

  • (e) respecting the insurance coverage that a port authority and a wholly-owned subsidiary of a port authority must maintain;

  • (f) respecting the imposition of obligations on a port authority or a wholly-owned subsidiary of a port authority, as an agent of Her Majesty in right of Canada, including any requirements for a port authority or a wholly-owned subsidiary of a port authority to indemnify Her Majesty;

  • (g) respecting the information and documents to be provided by a port authority to the Minister at the Minister’s request; and

  • (h) respecting the amalgamation of port authorities.

• Marginal note:Application

  (2) A regulation made under subsection (1) may apply to only one port authority or wholly-owned subsidiary of a port authority.

• Marginal note:Binding on Her Majesty

  (3) A regulation made under subsection (1) may be made binding on Her Majesty in right of Canada or a province.

Capacity and Powers

Marginal note:Capacity and powers

• 28 (1) A port authority is incorporated for the purpose of operating the port in respect of which its letters patent are issued and, for that purpose and for the purposes of this Act, has the powers of a natural person.

• Marginal note:Activities

  (2) The power of a port authority to operate a port is limited to the power to engage in

  • (a) port activities related to shipping, navigation, transportation of passengers and goods, handling of goods and storage of goods, to the extent that those activities are specified in the letters patent; and

  • (b) other activities that are deemed in the letters patent to be necessary to support port operations.

• Marginal note:Carrying on activities

  (3) The activities that a port authority may engage in under paragraph (2)(b) may be carried on by the port authority directly or through a wholly-owned subsidiary of the port authority. The port authority and the subsidiary are not agents of Her Majesty in right of Canada for the purpose of engaging in those activities.

• Marginal note:Restrictions

  (4) A port authority shall not carry on any activity or exercise any power that it is restricted by its letters patent from carrying on or exercising, nor shall it carry on any activity or exercise any power in a manner contrary to its letters patent or this Act.

• Marginal note:Contracts

  (5) A port authority or wholly-owned subsidiary of a port authority that enters into a contract other than as agent of Her Majesty in right of Canada shall do so in its own name. It shall expressly state in the contract that it is entering into the contract on its own behalf and not as agent of Her Majesty in right of Canada. For greater certainty, the contracts to which this subsection applies include a contract for the borrowing of money.

• Marginal note:Compliance with code

  (5.1) If a port authority that is subject to a code governing its power to borrow enters into a contract, or executes any other document, for the borrowing of money, the document shall include an express statement that the borrowing complies with the code.

• Marginal note:Duty of directors

  (6) The directors of a port authority shall take all necessary measures to ensure

  • (a) that the port authority and any wholly-owned subsidiary of the port authority comply with subsections (5) and, if applicable, (5.1); and

  • (b) that any subcontract arising directly or indirectly from a contract to which subsection (5) applies expressly states that the port authority or subsidiary, as the case may be, enters into the contract on its own behalf and not as agent of Her Majesty in right of Canada.

• Marginal note:Borrowing limitations may be imposed

  (7) If a port authority or a wholly-owned subsidiary of a port authority fails to comply with subsection (5) or (5.1), or the directors of a port authority fail to comply with subsection (6) or section 30.1, the Minister of Finance, on the recommendation of the Minister of Transport, may impose any limitations that the Minister of Finance considers to be in the public interest on the power of the port authority or subsidiary to borrow money, including limitations on the time and terms and conditions of any borrowing.

• Marginal note:No effect on status

  (8) For greater certainty, the imposition under subsection (7) of limitations on the power of a port authority or subsidiary to borrow money or the imposition of other limitations or controls by the Minister, any other member of the Queen’s Privy Council for Canada or the Governor in Council, through the issuance of letters patent, the granting of any approval or any other means, does not expand the extent, if any, to which the port authority or subsidiary is an agent of Her Majesty in right of Canada beyond that described in section 7.

• Marginal note:Obligation when contracting as agent of the Crown

  (9) A port authority, or a wholly-owned subsidiary of a port authority, that enters into a contract as an agent of Her Majesty in right of Canada is bound by the contract and is responsible to Her Majesty for the performance of obligations to other parties under the contract.

• Marginal note:Existing uses

  (10) Except for a use authorized under this Act, a port authority may continue to use any real property or immovable that it manages, holds or occupies for any purpose for which the real property or immovable was used on June 1, 1996 in the case of a port authority referred to in section 12, or the date of issuance of its letters patent in any other case, but, if the port authority ceases to use it for that purpose at any time, the port authority may not reinstitute the use.

• Marginal note:Restrictions — subsidiaries

  (11) The directors of a port authority shall take all necessary measures to ensure that its wholly-owned subsidiaries

  • (a) have and exercise only the powers authorized in the letters patent of the port authority;

  • (b) carry on only the activities authorized in the letters patent; and

  • (c) do not exercise any power or carry on any activity in a manner contrary to the letters patent or this Act.

• Marginal note:Provisions applicable to subsidiary

  (12) The Governor in Council may declare that any provision of this Part that applies only to port authorities applies to a wholly-owned subsidiary of a port authority. In that case, the provision applies to the subsidiary as if it were a port authority, with such modifications as the circumstances require.

• Marginal note:Existing activities

  (13) A wholly-owned subsidiary of a port authority may continue to carry on any activity or exercise any power that it carried on or exercised on December 1, 1995 but, if the subsidiary ceases to carry on the activity or exercise the power at any time, it may not recommence it unless the activity or power is authorized in the letters patent.

• Marginal note:Restriction on corporate activities

  (14) Unless the letters patent of a port authority provide otherwise, the port authority or a wholly-owned subsidiary of the port authority shall not

  • (a) cause the incorporation of a corporation whose shares on incorporation would be held by, on behalf of or in trust for the port authority or subsidiary;

  • (b) acquire shares of a corporation to be held on behalf of or in trust for the port authority or subsidiary;

  • (c) acquire all or substantially all of the assets of another corporation;

  • (d) sell or otherwise dispose of shares of a wholly-owned subsidiary of the port authority; or

  • (e) cause the dissolution or amalgamation of a wholly-owned subsidiary of the port authority.