Hummingbird Performing Arts Centre Corporation Act, 1998 Silipo, Tony — Bill 97 (36th Parliament, 2nd Session)

Bill 97, 36-2

Ontario — Bills

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Bill 97, Hummingbird Performing Arts Centre Corporation Act, 1998

Silipo, Tony

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[36] Bill 97 Original (PDF)

B097_E

Bill 97 1998

An Act to establish the Hummingbird Performing Arts Centre Corporation

CONTENTS

SOMMAIRE

Definitions

Définitions

Corporation

Société

Corporation

Objects and powers

Seal

Staff

Use of government facilities

Tax exemption

Application of earnings

Société

Mission et pouvoirs

Sceau

Personnel

Utilisation des installations du gouvernement

Exonération de l'impôt

Affectation des gains

Board of Directors

Conseil d'administration

Board

Chair

Committees

Quorum, meetings and voting

By-laws

Conseil

Présidence

Comités

Quorum, réunions et vote

Règlements administratifs

Replacement of Old Board by Corporation

Remplacement de l'ancien conseil par

la société

Dissolution of old board

Entitlement of employees of old board

Dissolution de l'ancien conseil

Droits des employés de l'ancien conseil

Miscellaneous

Dispositions diverses

Indemnification of directors and officers

Fiscal year

Audit

Change of name

Effect of dissolution of corporation

Transition

Repeal

Commencement

Short title

Indemnisation des administrateurs et

dirigeants

Exercice

Vérification

Changement de nom

Effet de la dissolution de la société

Disposition transitoire

Abrogation

Entrée en vigueur

Titre abrégé

______________

______________

Her Majesty, by and with the advice and consent of the Legislative

Assembly of the Province of Ontario, enacts as follows:

Definitions

1. In this Act,

appointed directors" means the directors mentioned in clause 9 (1) (b);

("administrateurs nommés")

board" means the board of directors of the corporation; ("conseil")

Centre" means the land and building vested in the City of Toronto and

known as the Hummingbird Centre; ("Centre")

council" means the council of the City of Toronto; ("conseil de la

cité")

corporation" means the Hummingbird Performing Arts Centre Corporation

established by subsection 2 (1); ("société")

effective date" means the first date on which a lease of the Centre

between the City of Toronto and the corporation comes into force; ("date

d'entrée en vigueur")

elected directors" means the directors mentioned in clause 9 (1) (a);

("administrateurs élus")

old board" means The Board of Directors of the Hummingbird Centre for the

Performing Arts continued by subsection 66 (2) of the City of Toronto

Act, 1997 (No. 2) . ("ancien conseil")

Corporation

Corporation established

(1) A corporation without share capital is established

and Société du Centre Hummingbird des arts d'interprétation in

French.

Non-application of Corporations Act

(2) The Corporations Act does not apply to the corporation.

Management and supervision by board

(3) The corporation's affairs shall be managed and supervised by the

board.

Members

(4) The directors are the members of the corporation.

Objects

(1) The objects of the corporation are, for purposes

that are charitable at law,

(

a) to advance knowledge and appreciation of the performing arts and the

arts in general, and to stimulate interest in them;

(

b) to advance the development of the performing arts; and

(

c) to operate and maintain, in the City of Toronto, theatrical facilities

for performances, exhibitions, educational activities, meetings and

receptions.

Natural person

(2) The corporation has the capacity and the rights, powers and privileges

of a natural person.

Powers

(3) Without limiting the generality of subsection (2), the corporation has

power, for the objects set out in subsection (1),

(

a) to enter into a lease of the Centre with the City of Toronto;

(

b) to operate, or to grant leases or licences for the operation of,

theatres, retail shops, restaurants, snack bars, parking facilities,

exhibition facilities, meeting rooms and any other facilities incidental or

necessary to the operation of the Centre;

(

c) to enter into occupancy licence agreements with one or more performing

arts companies;

(

d) to enter into agreements for the establishment or operation of works

and services in connection with the operation and maintenance of the

Centre;

(

e) to acquire, hold, deal with, manage, develop or dispose of any real or

personal property and any right or privilege as, in the board's opinion, is

necessary or convenient for the corporation's purposes;

(

f) to accept gifts of real or personal property;

(

g) to invest temporarily any money not immediately required for the

corporation's objects, in investments authorized by the board, which are not

limited to investments authorized for trustees under the Trustees

Act\;

(

h) to borrow on the corporation's credit;

(

i) to issue, sell or pledge securities of the corporation;

(

j) to create a security interest in real or personal property currently

owned or subsequently acquired by the corporation, including book debts,

rights, powers, franchises and undertakings, in order to secure any debt,

obligation or liability of the corporation;

(

k) to delegate by resolution of the board the powers referred to in

clauses (h), (

i) and (

j) to a director or officer of the corporation, as the

board considers appropriate;

(

l) to do anything incidental to the attainment of the corporation's

objects.

Seal

4. The corporation shall have a seal, which shall be

adopted by a resolution or by-law of the board.

Staff

5. The corporation may engage such persons as are

considered necessary for the proper conduct of its affairs.

Use of government facilities

6. The corporation may make use of services and

facilities, including the services of a public servant on secondment, that

are provided to it by a ministry, agency or department of the Government of

Ontario or of the City of Toronto.

Tax exemption

7. For the purposes of paragraph 27 of subsection 3

(1) of the Assessment Act (large non-profit theatres), real property

that is leased to the corporation and is used and occupied for its purposes

is deemed to be owned by the corporation.

Application of earnings

8. The corporation's earnings, including any annual

surplus, shall be applied only to the furtherance of its objects.

Board of Directors

Board

(1) The board shall consist of 12 directors, of

whom,

(

a) nine shall be chosen in accordance with the nomination and election

process set out in the corporation's by-laws; and

(

b) three shall be appointed by the council.

Term of office

(2) Each director shall hold office for a term of three years, or until a

successor is appointed, and may be reappointed so as to serve not more than

three consecutive terms.

Staggered terms

(3) Despite subsection (2), the elected directors may be chosen and

retired in rotation for staggered terms as set out in the corporation's

by-laws.

Vacancies, appointed directors

(4) A vacancy that arises among the appointed directors shall be filled,

for the unexpired portion of the term, by the council.

Same, elected directors

(5) A vacancy that arises among the elected directors shall be filled, for

the unexpired portion of the term, by a quorum of all the directors in

office.

Remuneration, expenses

(6) The directors shall serve without remuneration, but may be paid

reasonable expenses incurred in the performance of their duties, in the

amount the board approves.

Conflict of interest, standard of care

(7) Section 132 and subsection 134 (1) of the Business Corporations

Act apply to the directors, with necessary modifications.

Chair

(1) The board shall have a chair, chosen in

accordance with the nomination and election process set out in the

corporation's by-laws.

Chair presides

(2) The chair shall preside at the meetings of the board.

Absence of chair

(3) In the chair's absence, a director chosen from among those present at

the meeting has all the chair's powers and duties.

Committees

11. The board may,

(

a) appoint a committee or committees from among its members; and

(

b) delegate to such a committee any power of the board.

Quorum

(1) A majority of the directors in office is a quorum

for the transaction of business at meetings.

By-law, meeting held by means of electronic communications

(2) If a by-law of the corporation authorizes it, meetings of the board or

of its committees may be held by means of telephone or other electronic

communication facilities that permit the persons participating in the meeting

to communicate with each other simultaneously and instantaneously; a person

who participates in such a meeting is deemed to be present at the

meeting.

Approval of by-law or resolution

(3) A by-law or resolution that is consented to by the signatures of all

the directors of the board or of all the members of a committee, as the case

may be, has the same effect as if it had been passed at a meeting of the

board or committee held for that purpose.

By-laws

(1) The board may, by resolution, make by-laws as it

considers necessary to conduct the affairs and carry out the objects of the

corporation.

Same

(2) Without limiting the generality of subsection (1), the corporation's

by-laws may,

(

a) provide for the qualifications of the elected directors;

(

b) regulate the proceedings of the board;

(

c) regulate the conduct of the corporation's affairs;

(

d) specify the powers and duties of the corporation's officers and

employees.

Replacement of Old Board by Corporation

Dissolution of old board

14. On the effective date,

(

a) the corporation stands in the place of the old board for all

purposes;

(

b) without limiting the generality of clause (a), all the assets and

liabilities that the old board had on the day before the effective date are

vested in and become assets and liabilities of the corporation; and

(

c) the old board is dissolved.

Employees

(1) Every person who is, on the day before the

effective date, a permanent employee of the old board in connection with the

operation, management and maintenance of the Centre is an employee of the

corporation on the effective date.

Compensation

(2) A person described in subsection (1) is entitled to receive, for the

one-year period following the effective date, compensation that is at least

equal to what he or she was receiving on the day before the effective

date.

Sick leave credits

(3) Any sick leave credits standing to the credit of a person described in

subsection (1) on the day before the effective date shall be placed to his or

her credit in any sick leave plan established by the corporation.

Successor rights

(4) Section 69 of the Labour Relations Act, 1995 applies, with

necessary modifications, as if the corporation were the purchaser of the old

board's business.

Termination for cause

(5) Nothing in this

section prevents the corporation from terminating a

person's employment for cause.

Miscellaneous

Indemnification of directors and officers

(1) The corporation shall indemnify any director or

officer of the corporation,

(

a) against any liability incurred in a proceeding proposed or commenced

against him or her for anything done or permitted to be done in the execution

of his or her duties; and

(

b) against any other liability incurred in respect of the corporation's

affairs.

Good faith, etc.

(2) Subsection (1) applies only if the director or officer acted honestly

and in good faith with a view to the corporation's best interests.

Liability insurance

(3) The corporation may purchase and maintain insurance for the benefit of

a director or officer against any liability referred to in subsection

(1).

Fiscal year

(1) The corporation's fiscal year begins on September

1 in each year and ends on August 31

Document details

Collection	Ontario — Bills
Citation	Bill 97, 36-2
Type	bill
Volume / chapter	p36 s2 bill 97 html
Language	en
Format	html
Source	PROVINCIAL
Identifier	52551e4d815b1919d7c69ade102e5f143cdf421a

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