PART 1General Administrative Matters (continued)
Notice and Service
(2) A notice or document required by the Act, these Regulations, the letters patent or the by-laws to be sent to or served on a director of a port authority may be sent by prepaid mail addressed, or may be delivered personally, to the director at the latest address shown for the director in the records of the port authority.
(3) A notice or document sent by mail in accordance with this section is deemed to be received or served within the seven days after it was sent.
12 An instrument or agreement executed on behalf of a port authority is not invalid merely because a corporate seal is not affixed to it.
13 (1) A certificate issued on behalf of a port authority stating any fact that is set out in the letters patent, by-laws, minutes of a meeting of the board of directors or a committee of directors, or in a trust indenture or other contract to which the port authority is a party, may be signed by a director or officer of the port authority.
(2) When introduced as evidence in a civil, criminal, administrative, investigative or other proceeding, the following things are, in the absence of evidence to the contrary, proof of the facts so certified without proof of the signature or official character of the person appearing to have signed the certificate:
PART 2Directors and Officers
Meetings of Board of Directors and Committees of Directors
(2) The notice of a meeting of directors shall specify any of the following matters that are to be dealt with at the meeting, but, unless the by-laws provide otherwise, need not specify any other business to be transacted at the meeting:
(a) filling a vacancy in the office of chairperson or auditor;
(b) approving the annual financial statements;
(c) approving a borrowing;
(d) adopting a land use plan or business plan;
(e) adopting, amending or repealing by-laws; and
(f) authorizing or ratifying any activity carried on or to be carried on, or any power exercised or to be exercised, by a subsidiary of the port authority.
(3) A director may in any manner waive notice of a meeting of directors, and the attendance of a director at a meeting is a waiver of notice of the meeting, except if a director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting was not lawfully called.
(4) Notice of an adjourned meeting is not required to be given if the time and place of the adjourned meeting are announced at the original meeting.
(5) Subject to the by-laws, a director may attend a meeting by means of any telephonic, electronic or other communications facility that permits all persons participating in the meeting to communicate adequately with each other during the meeting, and a director participating in the meeting by those means is present at the meeting for the purposes of these Regulations.
Resolution in lieu of Meeting
15 (1) A resolution in writing signed by all the directors entitled to vote on the resolution is as valid as if it had been passed at a meeting of the board of directors or of a committee of directors, as the case may be.
(2) A copy of every resolution shall be kept with the minutes of the proceedings of the board or committee.
Dissent of Directors
16 (1) A director of a port authority who is present at a meeting of the board of directors or of a committee of directors, whether the director abstains from voting on a resolution or an action to be taken at the meeting or remains silent, is deemed to have consented to any resolution passed or action taken at the meeting, unless
(a) the director requests that a dissent be entered in the minutes of the meeting or a dissent is so entered;
(b) the director sends a written dissent to the secretary of the meeting before the meeting is adjourned; or
(c) the director sends a dissent by registered mail, or delivers it, to the registered office of the port authority immediately after the meeting is adjourned.
(2) A director who votes for or expressly consents to a resolution is not entitled to dissent.
(3) A director who is not present at a meeting at which a resolution is passed or an action taken is deemed to have consented to the resolution or action unless, within seven days after becoming aware of the resolution or action, the director
(4) Subsection (3) does not apply to directors who absent themselves from a meeting in conformity with the code of conduct set out in the letters patent.
Validity of Acts of Directors and Officers
17 An act of a director or officer of a port authority is valid despite any irregularity in their appointment or election or any defect in their qualification.
Failure to Disclose a Material Contract
18 If a director or officer fails to disclose an interest in a material contract in accordance with the code of conduct set out in the letters patent, a court may, on the application of the Minister or the port authority, set aside the contract on such terms as it thinks fit.
Liability of Directors
19 The directors of a port authority are jointly and severally, or solidarily, liable to the employees of the port authority for all debts not exceeding six months wages payable for services performed by the employees for the port authority during the period in which the directors held office.
20 (1) A director is not liable under section 19 for any amount in respect of statutory or contractual termination of employment, for severance pay or for any punitive damages related to termination of employment.
(2) A director is not liable under section 19 unless
(a) the port authority is sued for the debt within six months after it becomes due and execution is returned unsatisfied in whole or in part;
(b) the debt is proved within six months after the earlier of the day of issue of the notice of intention to dissolve and the day of issue of the certificate of dissolution; or
(c) the port authority makes an assignment or is made subject to a receiving order under the Bankruptcy and Insolvency Act and a claim for the debt is proved no later than six months after the date of the assignment or receiving order.
(3) A director is not liable under section 19 unless the director is sued for the debt while in office or within two years after ceasing to be in office.
21 If execution has issued, the amount recoverable from a director is the amount remaining unsatisfied after execution.
22 (1) If a director satisfies a debt referred to in section 19 that is proved in liquidation and dissolution or bankruptcy proceedings, the director is entitled to any preference to which the employee would have been entitled and, if a judgment has been obtained, the director is entitled to an assignment of the judgment.
(2) A director who satisfies a debt referred to in section 19 is entitled to contribution from the other directors who were liable for the debt.
23 (1) Directors who vote for or consent to resolutions authorizing any of the following matters are jointly and severally, or solidarily, liable to restore to the port authority any amounts or property so distributed or paid and not otherwise recovered by the port authority:
(2) A director who satisfies a judgment for a debt owed under this section is entitled to contribution from the other directors who were liable for the debt.
(3) A director who is liable under subsection (1) may apply to a court for an order to recover money or property mentioned in that subsection.
(4) A court may, on application under subsection (3), if it is satisfied that it is equitable to do so,
(5) An action to enforce a liability imposed by this section may not be commenced more than two years after the date of the resolution authorizing the action complained of.
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