Port Authorities Management Regulations (SOR/99-101)

Regulations are current to 2019-06-20 and last amended on 2016-03-29. Previous Versions

Port Authorities Management Regulations

SOR/99-101

CANADA MARINE ACT

Registration 1999-02-18

Port Authorities Management Regulations

P.C. 1999-246  1999-02-18

His Excellency the Governor General in Council, on the recommendation of the Minister of Transport, pursuant to subsection 27(1) of the Canada Marine ActFootnote a, hereby makes the annexed Port Authorities Management Regulations.

Interpretation

 The definitions in this section apply in these Regulations.

Act

Act means the Canada Marine Act. (Loi)

auditor

auditor includes a partnership of auditors. (vérificateur)

beneficial ownership

beneficial ownership includes ownership of a share or borrowing through a trustee, legal representative, agent or other intermediary. (véritable propriétaire)

body corporate

body corporate includes a company or other body corporate wherever or however incorporated. (personne morale)

controlled

controlled, in respect of a body corporate, has the meaning assigned in subsection 2(3) of the Canada Business Corporations Act. (contrôle)

court

court means

  • (a) the Ontario Court (General Division);

  • (b) the Superior Court of Quebec;

  • (c) the trial division or branch of the Supreme Court of Prince Edward Island and Newfoundland;

  • (d) the Court of Queen’s Bench for New Brunswick, Manitoba, Saskatchewan and Alberta;

  • (e) the Supreme Court of Nova Scotia and British Columbia;

  • (f) the Supreme Court of the Yukon Territory and the Northwest Territories; and

  • (g) the Federal Court. (tribunal)

long-term

long-term, in respect of an investment, means that the term to maturity is one year or more but less than 10.5 years. (à long terme)

officer

officer, in respect of a port authority, means a person appointed by the board of directors of the port authority under subsection 21(1) of the Act and the chairperson of the board of directors elected under section 17 of the Act. (dirigeant)

short-term

short-term, in respect of an investment, means that the term to maturity is less than one year. (à court terme)

  • 2002, c. 8, s. 183(E)

Non-Application of Certain Acts

 The provisions of the Canada Business Corporations Act, the Canada Corporations Act and the Winding-up and Restructuring Act do not apply to a port authority unless in these Regulations they are expressly stated to apply.

Binding on Her Majesty

 These Regulations are binding on Her Majesty in right of Canada or a province.

PART 1General Administrative Matters

Corporate Name

 A port authority shall set out its corporate name as set out in its letters patent, in legible characters, in all contracts, invoices, negotiable instruments and orders for goods or services issued or made by or on behalf of it.

  •  (1) Subject to subsection (2) and except in the circumstances referred to in section 4, a port authority may carry on business under or identify itself by a name other than its corporate name if that other name does not contain, except in a figurative or descriptive sense, any of the following words or expressions or the corresponding abbreviations:

    • (a) in its English version, “Limited”, “Incorporated” or “Corporation”; and

    • (b) in its French version, “Limitée”, “Incorporée” or “Société par actions de régime fédéral”.

  • (2) A port authority shall not carry on business under or identify itself by a name that is

  • (3) Subsection (1) does not apply to the extent that the use of some other name is authorized under the letters patent.

Registered Office

 If the street address of the registered office of a port authority changes, the port authority shall submit to the Minister a request for supplementary letters patent that set out the new street address.

Corporate Records

  •  (1) A port authority shall maintain, at its registered office, records that contain

    • (a) its letters patent, its by-laws and all amendments to the by-laws;

    • (b) a copy of the annual financial statements, for a period of six years after the end of the fiscal year to which they relate;

    • (c) a copy of every document received by it in the last six years notifying it of the appointment or cessation of office of a director;

    • (d) a copy of the constating instruments of each of its wholly-owned subsidiaries, as amended from time to time;

    • (e) a copy of the financial statements of each of its wholly-owned subsidiaries and of each body corporate the accounts of which are consolidated in the latest financial statements of the port authority; and

    • (f) a copy of every document that a wholly-owned subsidiary of the port authority is required to make available to the public under the laws of the jurisdiction in which the subsidiary is incorporated.

  • (2) A port authority shall prepare and maintain

    • (a) at its registered office, a record of what transpired at the last six annual meetings held under the Act; and

    • (b) at its registered office or at such other place in Canada as the board of directors thinks fit, a record of the minutes of meetings and resolutions of the board of directors and committees of directors.

  • (3) In the case of a harbour commission, or a local port corporation within the meaning assigned in section 2 of the Canada Ports Corporation Act, that is continued, deemed to be incorporated or incorporated as a port authority under the Act, the requirement to maintain records that contain minutes of meetings and resolutions of the board of directors and committees of directors includes maintaining similar records that the harbour commission or local port corporation had in its possession before it was continued, deemed to be incorporated or incorporated.

  •  (1) Subject to any other Act of Parliament, or any applicable Act of the legislature of a province, that provides for a longer retention period, a port authority shall maintain accounting records at its registered office or at such other place in Canada as the board of directors thinks fit for a period of six years after the end of the fiscal year to which they relate.

  • (2) In the case of a harbour commission, or a local port corporation or non-corporate port within the meaning assigned in section 2 of the Canada Ports Corporation Act, that is continued, deemed to be incorporated or incorporated as a port authority under the Act, the requirement to maintain accounting records includes maintaining similar records that the harbour commission, the local port corporation or the Canada Ports Corporation had in its possession before it was continued, deemed to be incorporated or incorporated.

Records — Form and Precautions

  •  (1) Any record required by the Act or these Regulations shall be prepared and maintained in a form that allows for the reproduction of any required information in intelligible written form within a reasonable time, including

    • (a) a bound or loose-leaf form;

    • (b) a photographic form;

    • (c) a system of mechanical or electronic data processing; or

    • (d) any other information storage device.

  • (2) Every port authority and every wholly-owned subsidiary of a port authority shall ensure that reasonable precautions are taken in respect of records required by the Act or these Regulations to

    • (a) prevent their loss or destruction;

    • (b) prevent the falsification of entries in them; and

    • (c) facilitate the detection and correction of inaccuracies in them.

Access to Corporate Records

  •  (1) Subject to subsection (2), any person may examine records referred to in subsection 7(1) and paragraph 7(2)(a) during the normal business hours of the port authority.

  • (2) Subject to the Privacy Act, any person may examine records referred to in paragraph 7(1)(c) during the normal business hours of the port authority.

  • (3) To the extent that examination of records is authorized under subsection (1) or (2), extracts from the records may be taken

    • (a) free of charge by the Minister and creditors of the port authority or the agents or legal representatives of the creditors; and

    • (b) on payment of a fee that is reasonable and does not exceed the fees prescribed under the Access to Information Act, by any other person.

  • (4) Records referred to in paragraph 7(2)(b) and section 8 shall at all reasonable times be open to inspection by the directors.

 
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