Bill ID 2910 (Legislature 22, Session 1)

L22 S1 2910

Alberta — Bills

1989 BILL Pr6 Fkst Session, 22nd Legislature, 38 Elizabedi II THE LEGISLATIVE ASSEMBLY OF ALBERTA BILL Pr6 CALGARY RESEARCH AND DEVELOPMENT AUTHORITY ACT, 1989 MR. NELSON First Reading Second Reading Committee of the Whole Third Reading Royal Assent

BillPr6 Mr. Nelson BILL Pr6 1989 CALGARY RESEARCH AND DEVELOPMENT AUTHORITY ACT, 1989 (Assented to , 1989)

WHEREAS the Calgary Research and Development Authority was incorporated by

chapter 84 of the Statutes of Alberta 1981, and amendedby

chapter 37 of the Statutes of Alberta, 1988; and

WHEREAS the Calgary Research and Development Audiority has presented a petition praying diat it be enacted as herein set forth and it is expedient to grant the prayer of the petition; THEREFORE HER MAJESTY, by and widi die advice and consent of the Legislative Assembly of Alberta, enacts as foUows: Inte^n^tation J^j-j J^ jj^^g ^^^^ (a) "Affiliate" means an affiliated body corporate within the meaning of subsection (2); (b) "Associate", when used to indicate a relationship with any person, means: (

i) a body corporate of which that person beneficially owns or contiols, dkectiy or indirectiy, shares or securities currentiy convertible into shares carrying more than 10% of the voting rights under all circumstances or under any ckcumstances that have occurred and are continuing, or a currentiy exercisable option or right to purchase those shares

Affiliated Captations or those convertible securities; (

U) a parmer of that person actmg on behalf of die partnership of which they are partners; (Ui) a trast or estate in which diat person has a substantial interest or ki respect of which he serves as a trastee or in a similar capacity; (iv) a spouse of tiiat person; or (

v) a relative of that person or of his spouse if diat relative has die same residence as that person. (c) "Authority" means the Calgary Research and Development Authority; (d) "Chairman" means the Chakman of the Authority; (e) "City" means tiie City of Calgary; (f) "Chamber" means the Calgary Chamber of Commerce; (g) "Council" means the CouncU of the City; (h) "President" means the President of the Authority; (i) "University" means the University of Calgary; (j) "Vice-Chairman" means the Vice-Chairman of die Authority.

(2) For the purposes of this Act, (

a) one body corporate is affiliated widi another body corporate if one of them is the subsidiary of the other, or bodi are subsidiaries of the same body corporate, or each of them is conti-olled by the same person; and (

b) if 2 bodies corporate are affiUated widi the same body corporate at the same time, they are deemed to be affiliated widi each other.

(3) For the purposes of this Act, a body corporate is conti-oUed by a

person if: (

a) securities of the body corporate to which are attached more dian 50% of the votes diat may be cast to elect dkectors of the body corporate are held, odier tiian by way of security only, by or for die benefit of tiiat person; and (

b) the votes attached to diose securities are sufficient, if exercised, to elect a majority of the dkectors of die body corporate.

(4) For die purposes of this Act, a body corporate is the holding body corporate of another if that other body corporate is its subsidiary; contiiiuation 2(1) Thc CalgaTy Research and Development Audiority is continued under this Act.

(2) The members of die Authority shall have dkection and conti-ol of the conduct of the business and affaks of the Authority.

(3) The Authority is a continuing body notwithstanding any change or vacancy in membership. Z'^i^^ 3 '^^ Authority shall have as its objects die promotion of research and activities which are necessary or convenient m the support of research, including the establishment, development, maintenance and operation of research and development parks. Powers 4 Without limiting the generaUty of

section 3, die Authority shaU have the power (

a) to appoint a President; (

b) in addition to the powers accming to it pursuant to

section 16(a)(

v) of tiie

Interpretation Act, to acquke any rights or privileges that the Audiority may think necessary or convenient for die purpose of its business; (

c) to engage the services of any bank, ti-easury branch, trast company or credit union and to enter into agreements for diat purpose, ki connection with its business; (

d) to draw, make, accept, endorse, execute and issue

promissory notes, bUls of exchange, biUs of lading and other negotiable or transferable instinments; (

e) to delegate in writing any power or powers contained in clauses (

c) and (d); (

f) to buy, sell and deal in any personal property; (

g) to incorporate bodies corporate, to take or odierwise acquke and hold the shares, stock, debentures, or odier securities of any body corporate, wheresoever incorporated, having objects altogether or in part sknUar to those of die Authority or carrying on any business capable of being conducted so as, dkectiy or indkectiy, to benefit the Authority, and the power to sell or reissue, with or without guarantee, or otherwise deal with the same; (

h) to borrow or raise or secure the payment of money in such manner as the Authority thinks fit, and, without limiting the generaUty of the foregoing, by the issue of debentures or debenture stock, perpemal or otherwise, charged upon all or any of the Authority's property or the Authority's interest in it, and the power to purchase, redeem or pay off any such securities; (

i) to make by-laws or regulations for the govemment and proper administration of the property, affaks and interest of die Authority; (

j) to enter into with any govemments or authorities, municipal, local or otherwise, any agreements that may seem conducive to the Authority's objects or any of diem, die power to obtain from any such govemment or authority any rights, privileges, and concessions that the Authority may diink it deskable to obtain, and the power to carry out, exercise, and comply with any such arrangements, rights, privileges and concessions; (

k) to constmct, improve, mamtain, develop, work or manage any and all works necessary or deskable in carrying out the objects of the Authority; (1) to receive gifts, donations and grants of money or odier property from any source for the purpose of enabling the

Audiority to carry out its general or special powers; (

m) to acquke and undertake die whole or any part of tiie business, property, and liabilities of any person or company, wheresoever incorporated, carrying on any business tiiat die Audiority is autiiorized to carry on, or possessed of property suitable for die purposes of the Autiiority; (

n) to apply for, purchase or odierwise acquke any patents, licences, concessions and the Uke conferring any exclusive or non-exclusive or lunited right to use, or any secret or otiier information as to any mvention capable of being used for any of the purposes of the Authority or die acquisition of which may seem calculated, dkectiy or indkectiy, to benefit the Authority, and the power to use, exercise, develop or grant licences in respect of, or otherwise tum to account the property, rights or information so acquked; ProhibitioD on Authority granting financial assistance to niembera (

o) to raise and assist in raising money for, and, subject to

section 5, to aid by way of bonus, loan, promise, endorsement, guarantee or otherwise, any person widi whom or with which the Authority may have business relations or any of whose shares, securities or other obUgations are held by the Authority and to guarantee the performance or fulfUlment of any contracts or obligations of any such person and in particular to guarantee the payment of the principal of and interest on securities, mortgages and liabUities of any such person; (

p) to sell, improve, manage, develop, exchange, lease, dispose of, tum to account or otherwise deal widi all or any part of the property and rights of the Authority; (

q) to invest and deal widi such moneys of the Authority as are not immediately requked, in such manner as may from time to time be determined; and (

r) generaUy, to do or cause to be done all tilings necessary for or incidental to the objects of die Authority. 5(1) The Audiority shall not, dkectiy or indkectiy, give financial assistance by means of a gift, loan, guarantee or odierwise: (

a) to a member of die Authority or any Associate of such member or officer; or

Composition of Authority Appointment of members of the Authority (

b) to a dkector or officer of any AffUiate of the Audiority or any Associate of such dkector or officer.

(2) Notwithstandmg subsection (1) tiie Authority may give fmancial assistance, by way of a loan or guarantee, to tiie President or any officer or employee of the Authority, if such loan or guarantee is set forth in an employment agreement between die Authority and the party receiving the loan or guarantee.

(3) A conti-act made by die Authority in conti-avention of diis

section may be enforced by the Authority or by a lender for value in good faitii without notice of the contravention. 6(1) The Authority shall be composed of: (a) 4 members appointed by die Council of die City; (b) 4 members appomted by die Board of Govemors of die University on recommendation of the University's president; (c) 4 members appointed by die president of die Chamber; (

d) die President.

(2) The Chamber, City and University shaU have die power to jointiy appoint up to 6 additional members, and the terms of the additional members shall be determined by the Chamber, City and University at the time of thek appointment 7(1) The 12 members of the Authority appointed pursuant to

section 6 shall appoint the President.

(2) In each year, the Chamber, City and University shaU each appoint 2 members whose term of office shaU be 2 years, togedier with such additional members as may be appomted pursuant to

section 6(2).

(3) One of the members appointed by the City shall be the person appointed as the Dkector of the Calgary Economic Development Audiority.

(4) Notwithstanding the period for which he is appomted as a

member of die Autiiority, a member of die CouncU may hold office as a member of die Authority only so long as he remains a member of die Council, and the Council shall forthwitii name a successor to complete die balance of tiie term of any member who ceases to be a member of CouncU.

(5) Notwithstandmg the period for which he was appointed as a member of the Authority, a member of the Autiiority shall remain m office until his successor has been appointed, unless disqualified pursuant to subsection (4). ^X^Mp ^ Where a vacancy occurs m membership in tiie Audiority by any cause other than the expkation of the term for which such member was appomted, die Chamber, City or University, as die case may be, that appointed the member creating the vacancy shaU appoint a successor to fill die vacancy for die remainder of die term of the vacating member. Qualification 9 ^ pcrson Is not quaUfied to be appointed as or to remain a member of the Authority if he (1) is convicted of: (

a) an indictable offence punishable by death or by imprisonment for a term of 5 or more years; (

b) an offence under

section 123 of the Criminal Code Canada or any

section passed in substitution therefor. (2) absents himself, without excuse, from 3 consecutive meetings of the Authority. (3) is: (

a) a judge of a Court of civU jurisdiction; (

b) a member of the House of Commons of Canada; (

c) a member of the Legislative Assembly of Alberta; (

d) die Auditor or a member of die firm of Auditors of the Authority; (

e) an undischarged bankrupt.

Irregularity in appointnxsnt 10

An act of a member is valid notwithstanding an irregularity in his appointment or a defect in his qualifications. 11(1) At each annual meeting the members of die Autiiority shaU elect one of the members to act as Chairman and one of the members to act as Vice-Chairman.

(2) The Chairman shaU preside at meetings of the Authority and, in his absence, the Vice-Chakman. Powers of President 12(1) The Authority shall have a chief executive officer entitied the President of the Authority, who shall, subject to the dkections of the Authority, exercise supervision and control over the daily administration of the Authority and manage its busmess and affaks.

(2) The President shall, in die absence of the Chakman and die Vice-Chairman, preside at meetings of the members of the Audiority.

(3) The President shall be responsible to the Autiiority.

(4) The President shall have such powers and duties as may be assigned to him by the Authority.

(5) The President shall be paid a salary fixed by the Audiority. Appointnicnt of committees 13 The members of the Authority may appoint from thek number a committee of members and delegate to the committee any of the powers of the Audiority. Council to provide Authority with funds 14 The Council shall provide to the Authority whatever money is, in the opinion of the Council, necessary for the operation of the Audiority. Authority not to be carried on for gain 15(1) The Authority shall not be carried on for the purpose of gain for its members.

(2) Any profits or other accretions to the Autiiority shaU be used in promoting its objects and no part of the income of the Audiority shaU be payable to or be odierwise available for the personal benefit of any member of the Authority. Disclosure of interest 16(1) A member or officer of the Authority who

(

a) is a party to a material conti-act or proposed material contract widi die Authority, or (

b) is a dkector or an officer of or has a material interest m any person who is a party to a material contract or proposed material contract widi the Audiority, shaU disclose in writing to tiie Audiority or request to have entered in the minutes of meetkigs of members die nature and extent of his interest.

(2) Subject to subsection (3), die disclosure requked by subsection (1) shall be made, in the case of a member, (

a) at the meeting at which a proposed contract is first considered, (

b) if the member was not interested in a proposed contract at the time of the meeting referred to in clause (a), at die first meeting after he becomes so interested, (

c) if the member becomes interested after a contract is made, at the fkst meeting after he becomes so interested, or (

d) if a person who is interested in the contract later becomes a member, at the fkst meeting after he becomes a member.

(3) Where a proposed contract is dealt with by resolution pursuant to

section 18, the disclosure that would otherwise be requked to be made in accordance widi subsection (2) shall be made: (

a) forthwith on receipt of die resolution; or (

b) if the member was not interested in die proposed contract at the tkne of receipt of the resolution, at the fkst meetmg after he becomes so interested.

(4) The disclosure requked by subsection (1) shaU be made, in the case of an officer who is not a member, (

a) forthwith after he becomes aware that the conti-act or proposed contract is to be considered or has been considered at

a meeting of members, (

b) if die officer becomes mterested after a conti-act is made, forthwitii after he becomes so interested, or (

c) if a person who is interested in a contract later becomes an officer, forthwith after he becomes an officer.

(5) If a material contract or proposed material contract is one that in the ordinary course of the Authority's business would not requke approval by the members, a member or officer shall disclose in writing to the Authority or request to have entered in the minutes of meetings of members, the nature and extent of his interest forthwith after the member or officer becomes aware of the contract or proposed contract.

(6) A member referred to in subsection (1) shaU not vote on any resolution to approve the contract unless the contract is a contract for indemnity or insurance under

section 21.

(7) For the purpose of this section, a general notice to the members by a member or officer is a sufficient disclosure of interest in relation to any contract made between the Authority and a person in which the member or officer has a material interest or of which he is a dkector or officer, if: (

a) the notice declares he is a dkector or officer of or has a material interest in the person, and is to be regarded as interested in any contract made or to be made by the Audiority with that person, and states the nature and extent of his interest; (

b) at the time of disclosure would otherwise be requked under subsection (2), (3), (4) or (5), as the case may be, die extent of interest in that person is not greater than that stated in the notice; and (

c) the notice is given within the 12-month period immediately preceding the time in which disclosure would otherwise be required under subsection (2), (3), (4) or (5), as the case may be.

(8) If a material contract is made between die Audiority and one or more of its members or officers, or between the Authority and another person of which a member or officer of the Authority is a 10

dkector or officer or in which he has a material interest: (

a) the contract is neither void nor voidable by reason only of that relationship, or by reason only that a member widi an interest in the contract is present at or is counted to determine the presence of a quoram at a meeting of members or a committee of members that authorized die contract; and (

b) a member or officer or former member or officer of the Authority to whom a profit accraes as a result of the making of the contract is not liable to account to the Authority for that profit by reason only of holdmg office as a member or officer, if the member or officer disclosed his interest in accordance with subsection (2), (3), (4), (5) or (6), as die case may be, and die contract was approved by die members, and it was reasonable and fak to die Authority at the time it was approved.

(9) If a member faUs to disclose his mterest in a material contract in accordance widi this section, tiie Court may, on die appUcation of the Authority or a member of die Audiority, set aside die contract on any terms it thinks fit.

(10) The provisions of diis

section shaU apply mutatis mutandis to an officer or dkector of an AffiUate of die Audiority who is party to a material conti-act or proposed material contract with the AffUiate or who is a dkector or officer of or has a material interest in any person who is a party to a material contract or a proposed material conti-act witii the AffiUate. Quomm jy pjyg mcmbcrs shall form a quorum at any meeting of members of die Audiority for die transaction of busmess provided tiiat diere is at least one member present appointed by each of die Chamber, the City and tiie University. Resolution jg(

j) Subjcct to tiic by-laws of tiie Authority, a resolution m '^y writing, signed by aU die members entitied to vote on tiiat resolution at a meeting of members or a committee of members, is as vaUd as if it had been passed at a meeting of members or committee of members.

(2) A copy of every resolution referred to m subsection (1) shall be kept witii tiie minutes of tiie proceedmgs of die members or committee of members. II

Duties and exercises of power 19(1) Every member or officer of the Authority in exercising his powers and discharging his duties shall: (

a) act honestiy and in good faith with a view to the best interests of the Authority; and (

b) exercise the care, diUgence and skUl that a reasonably pradent person would exercise in comparable ckcumstances.

(2) Every member shaU comply with diis Act and the by-laws of the Authority.

(3) No provision in a contract, the by-laws or a resolution reUeves a member from the duty to act in accordance with this Act or relieves him from UabiUty for breach of that duty.

(4) In determining whether a particular transaction or course of action is in the best kiterests of the Authority, the member may give special, but not exclusive, consideration to the interests of the party who appointed hkn. Member present deemed to consent; exceptions 20(1) A member who is present at a meeting of members or committee of members is deemed to have consented to any resolution passed or action taken at the meeting, unless (

a) he requests that his abstention or dissent be, or his abstention or dissent is, entered in the mmutes of the meeting, (

b) he sends his written dissent to die secretary of die meeting before the meeting is adjoumed, (

c) he sends his dissent by registered mail or deUvers it to the registered office of the Authority immediately after die meeting is adjoumed, or (

d) he otherwise proves that he did not consent to the resolution or action.

(2) A member who votes for or consents to a resolution or action is not entitied to dissent under subsection (1).

(3) A member or officer is not liable under

section 19 if he reUes in good faidi on 12

Power of Authority to indenmify officer or director (

a) financial statements of die Authority or of an Affiliate represented to hkn by an officer of die Audiority or m a written report of die auditor of die Authority fakly to reflect tiie financial condition of die Authority, or (

b) an opinion or report of a lawyer, accountant, engineer, appraiser or odier person whose profession lends credibiUty to a statement made by him. 21(1) Except m respect of an action by or on behalf of the Audiority or an affiliated body corporate to procure a judgment ki its favour, the Audiority shall have tiie power to enter into an agreement with (

a) a member or officer of tiie Autiiority or of an AffiUate, or (

b) a former member or officer of die Autiiority or of an AffUiate, or (

c) a person who acts or acted at the request of the Authority or of an AffiUate as a dkector or officer of a body corporate of which the Authority or an AffiUate was or is a shareholder or creditor indemnifying such person, his heks and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment reasonably incurred by him m respect of any civil, criminal or administrative action or proceeding to which he is made a party by reason of being or having been a member or officer of the Audiority or dkector or officer of such other body corporate, if: (

i) he acted honestiy and in good faith with a view to the best interests of the Audiority or such other body corporate; or Directors • and officers' liability insurance (

U) in the case of a criminal or administrative action or proceedmg that is enforced by a monetary penalty, he had reasonable grounds for beUeving that his conduct was lawful.

(2) The Audiority may purchase and maintain insurance for the benefit of any person referred to ki subsection (1) against any liability incurred by him. 13

Head office of Authority Authority to audit accounts annually (

a) in his capacity as a member or officer of die Authority or of an AffUiate, except when the liabUity relates to his failure to act honestiy and in good faith with a view to the best interests of the Authority; or (

b) in his capacity as a dkector or officer of a body corporate referred to in subsection (1), if he acts or acted in diat capacity at the request of die Authority or of an AffUiate, except when the liabUity relates to his faUure to act honestiy and in good faith with a view to the best kiterests of the body corporate. 22 The Authority shall have a common seal. 23 The head office of the Authority shall be in the City. 24(1) The Authority shaU cause an annual audit of its accounts to be made at least once in every fiscal year by an independent auditor who shaU be a chartered accountant or a firm of chartered accountants. Fiscal year of Authority

(2) An auditor shaU be appointed at the annual meeting of die members of the Authority and may be the auditor or firm of auditors of die City or die University.

(3) The fiscal year of the Audiority shall coincide with the fiscal year of the City, and the Authority shall submit its annual audited statements to the Chamber, City and University.

(4) The Authority shaU give the auditor such information and permit such inspections as are necessary to enable the audit to be carried out, and shall cause a certified statement of each audit, showing the receipts and expenditures of the Authority for the preceding fiscal year and investments, if any, held by die Audiority at die time of the audit for that year, to be laid before die first meeting of the members of the Authority held after die completion of the audit. 25(1) The Audiority shall prepare and mamtain at its head office records containing: (

a) the by-laws, and aU amendments to the by-laws; 14

(

b) minutes of meetings of the members; (

c) a register of disclosures made pursuant to

section 16; (

d) adequate accounting records; and (

e) resolutions of the members and of any committee of the members. Records to be kept at head office

(2) The records described in subsection (1) shall be kept at the head office of the Authority or at any odier place die members think fit and shall at all reasonable times be open to examination by the members. Examination of records Form of records Examination of tecords Disposition of fitnds on winding up

(3) The members, thek agents and legal representatives may examine the records referred to in subsection (1) during the usual business hours of the Audiority free of charge. 26(1) All records requked by this Act to be prepared and maintained may be in a bound or loose-leaf form, or in a photographic film form, or may be entered or recorded by any system of mechanical or electi-onic data processing or any other information storage device diat is capable of reproducing any requked mformation in legible written form widiin a reasonable time.

(2) If a person is entitied to examme any record diat is mamtained by die Authority ki a form odier dian a written form and makes a request of die Audiority to do so, die Authority shaU: (

a) make available to diat person witiim a reasonable time a reproduction of die text of the record m legible written form; or (

b) provide faciUties to enable that person to examine die text of die register or record m a legible written form otiierwise by providmg a reproduction of that text, and shall allow that person to make copies of that record. 27 In die event die Audiority is wound up or otiierwise ceases to carry on busmess die Audiority's interest in any property, real or personal, shall vest ki die University, provided, however, tiiat upon tiie sale or disposition by die University of any such property the proceeds from such sale or disposition shall be applied fkstiy in 15

repaying tiie City any money that has been advanced by it to die Authority. Ai^teiL^statutcs ^^ ^^^ Calgary Research and Development Authority Act is repealed. 16 Title: 1989 (22nd, 1st) Bill Pr6, Calgary Research and Development Authority Act, 1989

Document details

Collection	Alberta — Bills
Citation	L22 S1 2910
Type	bill
Volume / chapter	L22 S1 2910
Language	en
Format	json
Source	PROVINCIAL
Identifier	0b764a0b0964cad9e3f650851a8c0e5183462e83

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