Bill 76 — Second Session, 20Th Legislature, 33 Elizabeth Ii the Legislative Assembly of Alberta Bill 76 Utilities Statutes Amendment Act, 1984 (Legislature 20, Session 2)

L20 S2 3545

Alberta — Bills

1984 BILL 76 Second Session, 20th Legislature, 33 Elizabeth II THE LEGISLATIVE ASSEMBLY OF ALBERTA BILL 76 UTILITIES STATUTES AMENDMENT ACT, 1984 MR. MCPHERSON First Reading Second Reading Committee ofthe Whole Third Reading Royal Assent

BiU 76 Mr McPherson BILL 76 1984 UTILITIES STATUTES AMENDMENT ACT, 1984 (Assented to , 1984) HER MAJESTY, by and with the advice and consent ofthe Legislative Assembly of Alberta, enacts as follows: Gas Utilities Act 1(1) The Gas Utilities Act is amended by this section.

(2) Section 25 is amended (

a) by repealing subsection (l)(e), (f), (

g) and (h); (

b) by repealing subsection (2).

Explanatory Notes Gas Utilities Act 1(1) This

section will amend

chapter G-4 ofthe Revised Statutes of Alberta 1980.

(2) Section 25 presently reads in part: 25(1) No owner of a gas utility shall (

e) issue any (

i) of its shares or stock, or (ii) bonds or other evidences of indebtedness, payable in more than one year from the date of them, unless it has first satisfied the Board that the proposed issue is to be made in accordance with law and obtained the approval ofthe Board ofthe purposes ofthe issue arui an order ofthe Board authorizing the issue, (

f) capitalize (

i) its right to exist as a corporation, (ii) any right, franchise or privilege in excess ofthe amount ac tually paid to the Government or any municipality as the consid eration for it, exclusive of any tax or annual charge, or (iii) any contract for consolidation, amalgamation or merger (

g) without the approval ofthe Board, capitalize any lease, or (

h) without the approval ofthe Board, (

i) sell, lease, mortgage or otherwise dispose of or encumber its property, franchises, privileges or rights, or any part thereof, or (ii) merge or consolidate its property, fraru:hises, privileges or rights, or any part thereof, with that of any other owner of a gas utility or public utility within the meaning ofthe Public Utilities Board Act. Explanatory Notes

(3) The following is cuided after

section 25: 25.1(1) The Lieutenant Govemor in Councd may by regulation designate those owners of gas utiUties to which ttus

section and

section 26 apply.

(2) No owner of a gas utiUty designated under subsection (1) shaU (

a) issue any (

i) of its shares or stock, or (

u) bonds or other evidences of indebtedness, payable in more than one year from the date of them, imless it has first satisfied the Board that the proposed issue is to be made in accordance with law and has obtained the approval of the Board for the purposes of the issue and an order ofthe Board authorizing the issue, (

b) capitalize (

i) its right to exist as a corporation, (

u) a right, franchise or privdege in excess of the amount actuaUy paid to the Govemment or a municipaUty as the consideration therefor, exclusive of any tax or annual charge, or (iii) a contract for consoUdation, amalgamation or merger, (

c) without the approval of the Board, capitalize any lease, or

and every sale, lease, mortgage, disposition. encumbraru:e. merger or consolidation made in contravention ofthis clause is void arui of no effect, but nothing in this clause shcdl be construed to prevent in any way the sale, lease or other disposition of any ofthe property of any owner of a gas utility in the ordinary course of his business.

(2) Notwithstaruiing subsection (I), the approval, authority, permission or consent ofthe Board is not required in or with respect to (

a) the issue of any shares of its capital stock by an owner of a gas utility uruier the exercise of any optional right of conversion, attaching to any shares, stocks, bonds, debentures, debenture stock or other evi dence of indebtedness, the issue of which has previously been approved by the Board or was not required to be approved by the Board by reason of an existing declaration made under

section 3, (

b) a right of entry, sale, disposition or other proceedings for the en forcement of a mortgage or charge created by trust deed or other instrument or security, in the enforcement of. or pursuant to. the se curity thereby constituted or in the exercise ofthe rights or remedies thereby granted or otherwise available at law. if that trust deed or other instrument or security was approved or authorized by the Board or was not required to be approved or authorized by the Board by reason of an existing declaration made uruier

section 3. or (

c) the declaration or issuance of a stock dividerui by an owner of a gas utility. Explanatory Notes

(

d) without the approval ofthe Board, (

i) seU, lease, mortgage or otherwise dispose of or encum ber its property, franchises, privdeges or rights, or any part thereof, or (

u) merge or consolidate its property, franchises, privi leges or rights, or any part thereof, and a sale, lease, mortgage, disposition, encuinbrance, merger or consoUdation made in contravention ofthis clause is void, but nothing in this clause shaU be constmed to prevent ui any way the sale, lease, mortgage, disposition, encumbrance, merger or consoUdation of any of the property of an owner of a gas utdity designated under subsection (1) in the ordinary course of his business.

(3) Notwithstanding subsection (2), the approval, authority, per mission or consent ofthe Board is not required in or with respect to (

a) the issue of any shares of its capital stock by an owner of a gas utiUty under the exercise of an optional right of conver sion attaching to any shares, stocks, bonds, debentures, de benture stock or other evidence of indebtedness the issue of which has previously been approved by the Board or was not required to be approved by the Board by reason of an existing declaration made under subsection (4), (

b) a right of entry, sale, disposition or other proceedings for the enforcement of a mortgage or charge created by tmst deed or other instmment or security, in the enforcement of, or pursuant to, the security thereby constituted or in the exercise of the rights or remedies thereby granted or otherwise avad able at law, if the tmst deed or other instmment or security was approved or authorized by the Board or was not required to be approved or authorized by the Board by reason of an existing declaration made under subsection (4), or (

c) the declaration or issuance of a stock dividend by an owner of a gas UtiUty designated under subsection (1).

(4) The Board, on its own initiative or on the application of a person having an interest, may, or on the order ofthe Lieutenant Govemor in Councd shaU, declare that subsection (2) or any part thereof does not apply with respect to any transaction or class of transactions specified in the declaration.

(5) Where a declaration is made under subsection (4) in respect of a transaction entered into before the making ofthe declaration, the transaction, (

a) in the case of a transaction under subsection (2)(d), is deemed to be no longer void and to have been in force and effect from the date ofthe transaction, and (

b) in the case of a transaction under subsection (2)(a), (

b) or (c), is deemed not to have been ui contravention of that sub section,

Explanatory Notes

except that the declaration does not affect any other rights that have accmed prior to the declaration.

(4) Section 26(1) is repealed and the following is substituted: 26(1) Unless authorized to do so by an order ofthe Board, the owner of a gas utiUty designated under

section 25.1(1) shaU not seU or make or permit to be made on its books any transfer of any share or shares of its capital stock if the sale or transfer, by itsetfor in connection with other previous sales or transfers, would result in the vesting in the other corporation of more than 50% of its outstanding capital stock. Public Utilities Board Act 2(1) The Public Utilities Board Act is amended by this section.

(2) Section 4(3) is repealed and the following is substituted:

(3) The chairman may designate a member to conduct any sitting ofthe Board.

(3) Section 5(5) is repealed and the following is substituted:

(5) The chairman may designate a member of a division of the Board to conduct any sitting ofthe division.

(4) Section 8 is amended by adding the following after subsection (3):

(4) The chairman may delegate any power, duty or function con ferred or imposed on him by this or any other Act or regulations to any member of the Board.

(5) The following is added after

section 8: 8.1(1) The Lieutenant Govemor in Council may appoint 1 or more members of the Board to be the vice-chairman or vice- chairmen ofthe Board.

(2) A member appointed under subsection (1) is entitled to hold the position of vice-chairman as long as he continues to be a member of the Board imless he is previously removed from the position of vice-chairman by the Lieutenant Govemor in Coun cil.

(4) Section 26(1) presently reads: 26(1) Unless authorized to do so by an order ofthe Board, the owner of a gas utility incorporated under the laws of Alberta, in this

section referred to as the "Alberta company", shall not sell or make or permit to be made on its books any transfer of any share or shares of its capital stock (

a) to any other owner of a gas utility or public utility, within the meaning ofthe Public Utilities Board Act. or (

b) to any other corporation, however incorporated, if the resuh of the sale or transfer in itself or in connection with other previous sales or transfers, would be to vest in the other corporation more than 50% ofthe outstaruiing capital stock ofthe Alberta company. Public Utilities Board Act 2(1) This

section will amend

chapter P-37 ofthe Revised Statutes of Alberta 1980.

(2) Section 4(3) presently reads:

(3) The chairman may designate a member to preside at any sitting ofthe Board at which the chairman is not present.

(3) Section 5(5) presently reads:

(5) The chairman may designate a member of a division ofthe Board to preside at any sitting ofthe division at which the chairman is not present.

(4) Section 8 presently reads: 8(1) One member ofthe Board shall be appointed by the Lieutenant Gov ernor in CouncU to be chairman ofthe Board.

(2) The member so appointed is entitled to hold the position of chairman so long as he continues to be a member ofthe Board.

(3) The chairman (

a) is the chief executive officer ofthe Board, arui (

b) subject only to any directions or decisions that are given or made by a resolution of the Board, has the power to act on behalf of the Board in respect of any thing relating to the administrative affairs qf the Board.

(5) Vice-chairman or vice-chairmen. Explanatory Notes

(3) Where an appointment under subsection (1) results in a plu rality of vice-chairmen, the Lieutenant Govemor in CouncU may estabUsh an order of precedence by which seniority of vice-chair men shaU be determined.

(4) At any time during which the office of chairman is vacant or the chairman is absent or unable to act as chairman, the vice- chairman or the most senior vice-chairman, according to the order of precedence, who is available shaU perform aU the duties and functions, and may exercise aU the powers, that are by this or any other Act or regulation imposed or conferred on the chair man.

(5) When the vice-chairman referred to in subsection (4) has acted for and in the place of the chairman, it shaU be conclusively presumed that he has so acted in the absence or inabiUty of the chairman.

(6) Section 9(2) is repealed.

(7) Section 91 is amended (

a) by repealing subsection (l)(e), (f), (

g) and (h); (

b) by repealing subsection (2).

(6) Section 9(2) presently reads:

(2) When a member not being the chairman has acted for and in the place ofthe chairman, it shaU be conclusively presumed that he has so acted in the absence or disability ofthe chairman.

(7) Section 91 presently reads in part: 91(1) No owner of a public utility shaU (

e) issue any (

i) of its shares or stock, or (ii) bonds or other evidences of indebtedness, payable in more than one year from the date thereof, unless it has first satisfied the Board that the proposed issue is to be made in accordance with law and obtained the approval ofthe Board ofthe purposes ofthe issue arui an order ofthe Board authorizing the issue, (

f) capitalize (

i) its rights to exist as a corporation, (ii) a right, franchise or privilege in excess ofthe amount actually paid to the Government or a municipality as the consideration therefor, exclusive of any tax or annual charge, or (iii) a contract for consolidation, amalgamation or merger, (

g) without the approval ofthe Board, capitalize any lease, or (

h) without the approval ofthe Board, (

i) sell, lease, mortgage or otherwise dispose of or encumber its property, franchises, privileges or rights, or any part thereof, or (ii) merge or consolidate its property, franchises, privileges or rights, or any part thereof, with that of any other owner of a public utility, and a sale, lease, mortgage, disposition, encumbrance, merger or con solidation made in contravention ofthis clause is void, but nothing in this clause shad be construed to prevent in any way the sale, lease or Explanatory Notes

(8) The following is added after

section 91: 91.1(1) The Lieutenant Govemor in Council may by regulation designate those owners of pubUc utiUties to which this

section and

section 92 apply.

(2) No owner of a pubUc utiUty designated under subsection (1) ShaU (

a) issue any (

i) of its shares or stock, or (ii) bonds or other evidences of indebtedness, payable in more than one year from the date of them, unless it has first satisfied the Board that the proposed issue is to be made in accordance with law and has obtained the approval of the Board for the purposes of the issue and an order of the Board authorizing the issue, (

b) capitalize (

i) its right to exist as a corporation, (

u) a right, franchise or privilege in excess ofthe amount actuaUy paid to the Govemment or a municipaUty as the consideration therefor, exclusive of any tax or annual charge, or (iu) a contract for consoUdation, amalgamation or merger, (

c) without the approval of the Board, capitaUze any lease, or (

d) without the approval ofthe Board, (

i) seU, lease, mortgage or otherwise dispose of or encum ber its property, franchises, privdeges or rights, or any part thereof, or

other disposition of any of the property of an owner of a public utility in the ordinary course of his business.

(2) Notwithstaruiing subsection (1), the approval, authority, permission or consent ofthe Board is not required in or with respect to (

a) the issue of any shares of its capital stock by an owner of a public utility under the exercise of an optional right of conversion attaching to any shares, stocks, bonds, debentures, debenture stock or other evi dence of indebtedness, the issue of which has previously been approved by the Board or was not required to be approved by the Board by reason of an existing declaration made uruier

section 71. (

b) a right of entry, sale, disposition or other proceedings for the en forcement of a mortgage or charge created by trust deed or other instrument or security, in the enforcement of. or pursuant to. the se curity thereby constituted or in the exercise ofthe rights or remedies thereby granted or otherwise available at law. if the trust deed or other instrument or security was approved or authorized by the Board or was not required to be approved or authorized by the Board by reason of an existing declaration made uruier

section 71. or (

c) the declaration or issuance of a stock dividerui by an owner of a public utility. Explanatory Notes

(

u) merge or consoUdate its property, franchises, privi leges or rights, or any part thereof, and a sale, lease, mortgage, disposition, encumbrance, merger or consoUdation made in contravention ofthis clause is void, but nothuig ui this clause shaU be constmed to prevent ui any way the sale, lease, mortgage, disposition, encumbrance, merger or consoUdation of any of the property of an owner of a pubUc UtiUty designated under subsection (1) in the or dinary course of his business.

(3) Notwithstanding subsection (2), the approval, authority, per mission or consent ofthe Board is not required in or with respect to (

a) the issue of any shares of its capital stock by an owner of a public UtiUty under the exercise of an optional right of con version attaching to any shares, stocks, bonds, debentures, debenture stock or other evidence of indebtedness the issue of which has previously been approved by the Board or was not required to be approved by the Board by reason of an existing declaration made under subsection (4), (

b) a right of entry, sale, disposition or other proceedings for the enforcement of a mortgage or charge created by tmst deed or other instmment or security, in the enforcement of, or pursuant to, the security thereby constituted or in the exercise of the rights or remedies thereby granted or otherwise avad able at law, if the tmst deed or other instmment or security was approved or authorized by the Board or was not required to be approved or authorized by the Board by reason of an existing declaration made under subsection (4), or (

c) the declaration or issuance of a stock dividend by an owner of a pubUc UtiUty.

(4) The Board, on its own iidtiative or on the application of a person having an interest, may, or on the order ofthe Lieutenant Govemor in Councd shaU, declare that subsection (2) or any part thereof does not apply with respect to any transaction or class of transactions specified in the declaration.

(5) Where a declaration is made under subsection (4) in respect of a transaction entered into before the making ofthe declaration, the transaction, (

a) hi the case of a transaction under subsection (2)(a), (

b) or (c), is deemed not to have been in contravention of that sec tion, and (

b) in the case of a transaction under subsection (2)(d), is deemed to be no longer void and to have been in force and effect from the date ofthe transaction, except that the declaration does not affect any other rights that have accmed prior to the declaration.

Explanatory Notes

(9) Section 92(1) is repealed and the following is substituted: 92(1) Unless authorized to do so by an order ofthe Board, the owner of a pubUc utdity designated under

section 91.1(1) shaU not seU or make or permit to be made on its books a transfer of any share of its capital stock if the sale or transfer, in itself or in connection with other previous sales or transfers, would result in the vesting ui the other corporation of more than 50% of its outstanding capital stock. Transitional 3(1) A transaction made before the coming into force ofthis Act in contravention of (

a) section 25(l)(e), (

f) or (

g) ofthe Gas Utilities Act or an earlier similar enactment, or (

b) section 91(l)(e). (

f) or (

g) ofthe Public Utilities Board Act or an earlier similar enactment is deemed not to hav§ been made in contravention thereof.

(2) A sale, lease, mortgage, disposition, encumbrance, merger or con solidation mad§ b^ore the coming into force ofthis Act in contraven tion of

section 25(l)(

h) ofthe Gas Utilities Act or an earlier similar enactment or

section 91(l)(

h) ofthe Public Utilities Board Act or an earlier similar enactment is (

a) deemed not to be void, and (

b) deemed to have been in effect from the date ofthe sale, lease, mortgage, disposition, encumbrance, merger or consolidation. Commencement 4 This Act comes into force on Proclamation.

(9) Section 92(1) presendy reads: 92(1) Unless authorized to do so by an order ofthe Board, the owner of a public utility incorporated by or under the laws of Alberta, in this

section referred to as the "Alberta company", shall not sell or make or permit to be made on its books a transfer of any share of its capital stock (

a) to any other owner of a public utility, or (

b) to any other corporation, however incorporated, if the resuh of the sale or transfer, in itself or in connection with other previous sales or transfers, would be to vest in the other corporation more than 50% ofthe outstaruiing capital stock ofthe Alberta company. Transitional 3 Transitional. Explanatory Notes Title: 1984 (20th, 2nd) Bill 76, Utilities Statutes Amendment Act, 1984

Document details

Collection	Alberta — Bills
Citation	L20 S2 3545
Type	bill
Volume / chapter	L20 S2 3545
Language	en
Format	json
Source	PROVINCIAL
Identifier	2a303c3bb8dc9c2b6e8feb2755aff45900d2da6c

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