Marginal note:Ministerial order

• 26. (1) The Minister may, in accordance with any terms and conditions that the Minister considers appropriate, order a person

  • (a) to sell, assign, transfer or otherwise dispose of an international bridge or tunnel if the person purchased or otherwise acquired it without the approval of the Governor in Council;

  • (b) to cease operating an international bridge or tunnel if the person is operating it without the approval of the Governor in Council; and

  • (c) to relinquish control of an entity that owns or operates an international bridge or tunnel if the person acquired control of the entity without the approval of the Governor in Council.

• Marginal note:Interim manager

  (2) The Minister may, if an order is made under subsection (1), appoint a person to manage and operate the international bridge or tunnel on an interim basis and in accordance with any terms and conditions that the Minister may specify.

Marginal note:Offence

• 27. (1) Every person who contravenes section 23 or subsection 25(3) or fails to comply with an order of the Minister under section 26 is guilty of an offence and is liable

  • (a) on conviction on indictment, to a fine not exceeding $500,000 or to imprisonment for a term not exceeding two years, or to both; or

  • (b) on summary conviction, to a fine not exceeding $200,000 or to imprisonment for a term not exceeding six months, or to both.

• Marginal note:Continuing offence

  (2) If the offence is committed or continued on more than one day, the person who commits it is liable to be convicted for a separate offence for each day on which it is committed or continued.

• Marginal note:Officers, etc., of corporations

  (3) If the offence is committed by a corporation, any officer, director or agent or mandatary of the corporation who directed, authorized, assented to, acquiesced in or participated in the commission of the offence is a party to and guilty of the offence and is liable on conviction to the punishment provided for the offence whether or not the corporation has been prosecuted or convicted.

Marginal note:Regulations

28. The Governor in Council may, on the recommendation of the Minister, make regulations requiring any person or class of persons to provide to the Minister any information related to the ownership of international bridges and tunnels and the control of any entity that owns or operates an international bridge or tunnel.

INCORPORATION BY LETTERS PATENT

Marginal note:Letters patent

• 29. (1) The Governor in Council may, on the recommendation of the Minister, issue letters patent of incorporation for the establishment of a corporation, with or without share capital, for the purpose of the corporation constructing or operating an international bridge or tunnel. Letters patent take effect on the date stated in them.

• Marginal note:Contents of letters patent

  (2) The letters patent may include the following:

  • (a) the corporate name of the corporation;

  • (b) the objects of the corporation;

  • (c) provisions specifying the activities that may, or may not, be carried on by the corporation;

  • (d) the place where the registered office of the corporation is located;

  • (e) provisions regarding the keeping of, and access to, records of the corporation;

  • (f) the number of directors to be appointed and provisions governing their appointment, term of office, remuneration, indemnification and removal;

  • (g) provisions regarding the powers, duties and functions of the directors and meetings of the directors;

  • (h) a code of conduct governing the conduct of the directors and officers of the corporation;

  • (i) provisions for the holding of meetings of members or shareholders of the corporation, including an annual public meeting;

  • (j) provisions regarding the ownership of, or membership in, the corporation;

  • (k) provisions regarding the management and control of the corporation;

  • (l) provisions regarding financial statements and corporate finance, including provisions regarding the power of the corporation to borrow money on the credit of the corporation and to issue debt obligations and provide security for its obligations;

  • (m) provisions regarding subsidiaries of the corporation, including the management and control of subsidiaries and their activities;

  • (n) provisions regarding any fundamental changes to the corporation, including the amalgamation, continuance, liquidation or dissolution of the corporation; and

  • (o) any other provision that the Governor in Council considers appropriate to include in the letters patent and that is not inconsistent with this Act.

• Marginal note:Supplementary letters patent

  (3) The Governor in Council may, on the recommendation of the Minister, issue supplementary letters patent amending the letters patent of a corporation, and the supplementary letters patent take effect on the date stated in them.

• Marginal note:Revocation of letters patent

  (4) The Governor in Council may, on the recommendation of the Minister, revoke the letters patent or supplementary letters patent of a corporation by issuing a notice to that effect. The revocation takes effect on the date stated in the notice.

• Marginal note:Not statutory instruments

  (5) Letters patent, supplementary letters patent and a notice of revocation are not statutory instruments within the meaning of the Statutory Instruments Act, but shall be published in the Canada Gazette and are valid with respect to third parties as of the date of publication.

Marginal note:Deemed knowledge of letters patent

30. A person who deals with a corporation, acquires rights from a corporation or directly or indirectly acquires rights relating to a corporation is deemed to know the contents of the letters patent of the corporation.

Marginal note:Regulations

• 31. (1) For the purposes of this Act, the Governor in Council may, on the recommendation of the Minister, make regulations, in respect of one or more corporations, regarding any matter referred to in subsection 29(2).

• Marginal note:Conflict

  (2) In the event of any inconsistency or conflict between the regulations made under subsection (1) and the letters patent or supplementary letters patent of a corporation, the regulations prevail to the extent of the inconsistency or conflict.

Marginal note:Capacity and powers

• 32. (1) A corporation is incorporated for the purpose of constructing or operating an international bridge or tunnel in respect of which its letters patent are issued and, for that purpose and for the purposes of this Act, has the capacity, rights, powers and privileges of a natural person.

• Marginal note:Restriction on activities and powers

  (2) A corporation shall not carry on any activity or exercise any power that it is restricted by its letters patent, or by regulations made under subsection 31(1), from carrying on or exercising, nor shall it exercise any of its powers or carry on any of its activities in a manner contrary to its letters patent, those regulations or this Act.

• Marginal note:Within Canada

  (3) A corporation may carry on its activities throughout Canada.

• Marginal note:Extra-territorial capacity

  (4) A corporation has the capacity to carry on its activities, conduct its affairs and exercise its powers in any jurisdiction outside Canada to the extent that the laws of that jurisdiction permit.

Marginal note:Tolls

33. Subject to the provisions of this Act and any regulations made under this Act and to its letters patent, a corporation may charge tolls, fees or other charges for the use of an international bridge or tunnel.

Marginal note:Power to manage

34. The directors shall manage, or supervise the management of, the activities and affairs of the corporation.

Marginal note:Duty of care of directors and officers

• 35. (1) Every director and officer of a corporation shall, in exercising powers and discharging duties,

  • (a) act honestly and in good faith with a view to the best interests of the corporation; 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 corporation shall comply with this Act, any regulations made under subsection 31(1) and the letters patent and by-laws of the corporation.

• Marginal note:No exculpation

  (3) No provision in a contract or resolution relieves a director or officer from the duty to comply with subsection (2) or from liability for non-compliance.

Marginal note:Power to make by-laws

36. Unless the letters patent or any regulations made under subsection 31(1) provide otherwise, the directors of a corporation may make, amend or repeal by-laws that regulate the affairs of the corporation.

SHARES OF A CORPORATION

Marginal note:Financial Administration Act

37. For the purposes of section 90 of the Financial Administration Act, Her Majesty in right of Canada, or a parent Crown corporation within the meaning of section 83 of that Act, is authorized to acquire, hold, dispose of and otherwise deal with shares of a corporation that owns or operates an international bridge or tunnel.

ENFORCEMENT

Marginal note:False statements or information

• 38. (1) No person shall knowingly, in connection with any matter under this Act, make any false or misleading statement, orally or in writing, or provide false or misleading information to the Minister, any person acting on behalf of the Minister or a person designated by the Minister under subsection 39(1).

• Marginal note:Obstruction

  (2) No person shall knowingly obstruct or hinder a person referred to in subsection (1) who is engaged in carrying out functions under this Act.

Marginal note:Powers

• 39. (1) Subject to subsection (6), the Minister or a person designated by the Minister may, for the purpose of ensuring compliance with this Act and any regulation, order or directive made under this Act,

  • (a) enter and inspect any place at any reasonable time;

  • (b) remove any document or other thing from any place referred to in paragraph (a) for examination or, in the case of a document, copying; and

  • (c) seize anything found in any place referred to in paragraph (a) that the Minister or a person designated by the Minister believes on reasonable grounds will afford evidence with respect to an offence under this Act.

• Marginal note:Certification of designated persons

  (2) Every person designated by the Minister shall receive an authorization in the form that may be established by the Minister attesting to the person’s designation. On entering any place, the person shall, if requested, produce the authorization to the person in charge of the place.

• Marginal note:Computers

  (3) In conducting an inspection, the Minister or a person designated by the Minister may

  • (a) use or cause to be used any computer system or data processing system at the place to examine any data contained in, or available to, the system;

  • (b) reproduce any record, or cause it to be reproduced from the data, in the form of a printout or other intelligible output, and remove the printout or other output for examination or copying; and

  • (c) use or cause to be used any copying equipment at the place to make copies of any books, records, electronic data or other documents.

• Marginal note:Search warrants

  (4) Sections 487 to 492 of the Criminal Code apply in respect of any offence committed or suspected to have been committed under this Act.

• Marginal note:Regulations

  (5) The Governor in Council may, on the recommendation of the Minister, make regulations respecting

  • (a) the protection and preservation of any evidence that has been seized without a warrant under paragraph (1)(c); and

  • (b) the return of the evidence to the person from whom it was seized or to any other person entitled to its possession.

• Marginal note:Dwelling-house

  (6) If any place referred to in paragraph (1)(a) is a dwelling-house, the Minister or a person designated by the Minister may not enter that dwelling-house without the consent of the occupant except under the authority of a warrant issued under subsection (7).

• Marginal note:Authority to issue warrant

  (7) On ex parte application, a justice of the peace may issue a warrant authorizing the Minister or a person designated by the Minister to enter a dwelling-house, subject to any conditions that may be specified in the warrant, if the justice is satisfied by information on oath that

  • (a) entry to a dwelling-house is necessary for the purpose of performing any function of the Minister pursuant to this Act; and

  • (b) entry to the dwelling-house has been refused or that there are reasonable grounds for believing that entry will be refused.

• Marginal note:Use of force

  (8) In executing the warrant, the Minister or a person designated by the Minister shall not use force unless they are accompanied by a peace officer and the use of force has been specifically authorized in the warrant.