PART ICanada Foundation for Innovation (continued)
Marginal note:Terms of members
14 (1) Subject to subsection (2), the members shall be appointed to hold office for terms of five years, but they may be removed from office by a special resolution of the members and, except where they cease to be members under subsection (5), they shall continue to hold office until their successors are appointed.
Marginal note:Terms of first members
(2) Of the members appointed under subsections 13(2) and (4), one-third shall be appointed for terms of five years, one-third shall be appointed for four years and one-third shall be appointed for three years but, except where they cease to be members under subsection (5), they shall continue to hold office until their successors are appointed.
Marginal note:Additional terms of office
(3) A member is eligible to be reappointed for one or more terms of office.
(4) A person appointed to fill a vacancy in the office of a member who has ceased to hold the office before the expiry of the member’s term of office shall be appointed to hold office for the unexpired portion of that term.
Marginal note:Ceasing to be member
(5) A member ceases to be a member when the member
(c) is appointed to the Senate;
(d) is elected to the House of Commons or to the legislature of a province;
(e) is appointed a director;
(f) becomes an employee or agent of Her Majesty in right of Canada or in right of a province;
(g) no longer meets the qualifications set out in subsection 105(1) of the Canada Business Corporations Act; or
(h) is removed from office by a special resolution of the members.
Marginal note:Member representation
15 The appointment of members shall be made
(a) to ensure, as far as possible, that at all times approximately one half of the members will be representative of persons engaged in research and one half representative of the business community or non-profit organizations; and
(b) having regard to the desirability of having members drawn from various regions of Canada.
Marginal note:No remuneration for members
16 (1) The members are not entitled to be paid any remuneration for acting as members but they may be reimbursed for any reasonable out-of-pocket expenses incurred by them in performing their duties or attending meetings of the members.
Marginal note:Members not to profit
(2) Except as provided in subsection (1), no member shall profit or gain any income or acquire any property from the foundation or its activities.
17 (1) The board may appoint such officers, employees and agents of the foundation as they consider necessary to carry out the objects and purposes of the foundation.
Marginal note:Designation of offices
(2) Subject to the by-laws of the foundation, the board may designate the offices of the foundation and specify the duties and functions of each office.
Marginal note:Directors not employees or agents
(3) Directors and members are not eligible to be employed as employees or agents of the foundation.
Marginal note:Not part of public service of Canada
(4) The directors, members, officers, employees and agents of the foundation are not, because of being a director, member, officer, employee or agent of the foundation, part of the federal public administration.
- 1997, c. 26, s. 17
- 2003, c. 22, s. 224(E)
Marginal note:Administrative expenses
18 From and out of its funds, the foundation may pay salaries and wages of its officers and employees, rent for its accommodation, remuneration for its directors and agents, reimbursement to the directors and members for their reasonable out-of-pocket expenses, and other costs and expenses of carrying on the business of the foundation.
Marginal note:Assistance for eligible projects
19 (1) From and out of its funds, the foundation may make grants to eligible recipients to be used by them solely for the purposes of eligible projects in accordance with any terms and conditions specified by the foundation in respect of the grants.
Marginal note:Limits on financial assistance
(2) In making grants to an eligible recipient in respect of an eligible project, the foundation shall not acquire any interest, whether through the acquisition of share capital, a partnership interest or otherwise, in any research infrastructure acquired by the recipient for the project.
Marginal note:Agreements relating to assistance
(3) For the purpose of assisting an eligible recipient in completing an eligible project, the foundation may enter into agreements with the recipient respecting, among other things, the manner in which the foundation will make advances in respect of a grant to the recipient, when those advances will be made and any terms or conditions on which the grant will be made.
Marginal note:Donations to foundation
20 (1) Subject to subsection (3), the foundation may accept donations of money.
Marginal note:Use of donations
(2) All money donated to the foundation, and any income arising from the investment of the money, shall be used by the foundation in carrying out its objects and purposes.
Marginal note:Conditional donations
(3) The foundation shall not accept a donation of money that is made on the condition that the foundation use the money or any income arising from the investment of the money for any purpose that is not within the objects and purposes of the foundation.
(4) Subsection (3) does not apply where the conditions of a donation of money merely restrict or direct the manner of investing the money until it can be used to make grants to eligible recipients for eligible projects.
Marginal note:Investment policies
21 The board shall establish investment policies, standards and procedures that a reasonably prudent person would apply in respect of a portfolio of investments to avoid undue risk of loss and obtain a reasonable return, having regard to the foundation’s obligations and anticipated obligations.
22 (1) Subject to any conditions of a donation restricting the investment of the money donated until it can be used to make grants to eligible recipients for eligible projects, the foundation shall invest its funds, and reinvest any income from those funds, in accordance with the investment policies, standards and procedures established by the board.
(2) The foundation shall not invest its funds in, or acquire any right in any property of, an eligible recipient that has received, is about to receive or has applied for a grant from the foundation.
Marginal note:Incorporation of other corporations
(3) The foundation shall not cause any corporation to be incorporated or participate in the incorporation of a corporation or become a partner in a partnership.
Marginal note:Control of corporation
(4) The foundation shall not carry on any business for gain or profit otherwise than in the investment of its funds, and shall not hold or acquire a controlling interest in any corporation or enterprise.
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
(2) The foundation shall not purchase or accept a donation of real property.
Marginal note:Delegation by directors
24 (1) Subject to subsection (2), the board may delegate to the Chairperson, a committee of directors or an officer of the foundation any of the powers of the 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 making of grants to eligible recipients;
(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 an annual financial statement or a report of the foundation; or
(g) to submit to the members any matter requiring the approval of the members.
Financial Matters and Audits
Marginal note:Books of account
25 (1) 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
(2) The books of account and other records of the foundation shall be maintained in such a way that they will show that the assets of the foundation are properly protected and controlled and that its business and affairs are carried on in compliance with this Part and the regulations, and in particular in such a way that they will show
(a) descriptions and book values of all investments of the foundation; and
(b) the eligible recipients who have received, or are about to receive, grants from the foundation in respect of eligible projects, the nature and extent of the projects and the amount of the grants.
26 (1) The members, at their first meeting in each fiscal year, 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 and the officers of the foundation; or
(b) a firm of accountants at least one of the members or employees of which who are jointly designated by the board and the firm to conduct on behalf of the firm the audit of the books and records of the foundation meet the qualifications set out in paragraph (a).
Marginal note:Continuation of auditor
(3) If an auditor is not appointed at the first meeting of the members in a 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 of the members remove an auditor from office.
Marginal note:Ceasing to hold office
(5) An auditor ceases to hold office when the auditor
(b) resigns; or
(c) is removed from office under subsection (4).
(6) The members, at a meeting of the members, may appoint an auditor to fill any vacancy in the office of the auditor, but if the members fail to fill the vacancy at a 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.
- 1997, c. 26, s. 26
- 2001, c. 34, s. 8(F)
Marginal note:Auditor’s report
27 (1) The auditor for a fiscal year shall, as soon as possible after the end of the fiscal year, complete the audit of the books and records of the foundation and submit a report of the audit to the members.
Marginal note:Consideration of report
(2) A meeting of the members shall be convened to consider the report of the auditor for a fiscal year and at the meeting the members shall by resolution receive the report.
Marginal note:Audit committee
28 (1) The board shall appoint an audit committee consisting of not fewer than three directors and fix the duties and functions of the committee.
Marginal note:Internal audit
(2) In addition to any other duties and functions 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.
Reports and Consideration of Reports
Marginal note:Annual reports
29 (1) The foundation shall, within three months after the end of each fiscal year, prepare an annual report in both official languages of its activities during the year and include in the report
(a) its financial statement for the year as approved by the board;
(b) its balance sheet as at the end of the year including a detailed statement of its investment portfolio as at the end of the year; and
(c) the report of the auditor for the year in respect of the audit of the books and records of the foundation for the year, the auditor’s certificates respecting the financial statement and balance sheet and any other reports of the auditor respecting the financial circumstances of the foundation in the year.
Marginal note:Consideration of report by members
(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 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 fifteen days on which that House is sitting after the Minister receives it.
Marginal note:Public meeting
30 (1) After it publishes its annual report for a fiscal year, the foundation shall convene a public meeting at a city in Canada selected by the board to consider the report and other matters relating to its activities during the year.
Marginal note:Notice of meeting
(2) At least thirty days before the date of a meeting convened under subsection (1) to consider the foundation’s annual report for a fiscal year, the foundation shall give notice of the time and place of the meeting in accordance with the by-laws of the foundation.
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