O. Reg. 592/99: ONTARIO SUPERBUILD CORPORATION

Development Corporations Act
Loi sur les sociétés de développement

ONTARIO REGULATION 592/99

ONTARIO SUPERBUILD CORPORATION

Note: This Regulation was revoked on February 15, 2008. See: O. Reg. 22/08, s. 1.

Last amendment: O. Reg. 22/08.

This Regulation is made in English only.

1. In this Regulation,

“Corporation” means Ontario SuperBuild Corporation established under section 2. O. Reg. 592/99, s. 1.

2. Ontario SuperBuild Corporation is established under section 5 of the Act as a corporation without share capital. O. Reg. 592/99, s. 2.

3. The Corporation is for all its purposes an agent of Her Majesty within the meaning of the Crown Agency Act and its powers may be exercised only as an agent of Her Majesty. O. Reg. 592/99, s. 3.

4. (1) The objects of the Corporation are to develop policies and strategies for the capital resources of Ontario, including privatization initiatives, to recommend such policies and strategies to the Executive Council and to implement, or oversee the implementation of, such policies and strategies as are approved by the Executive Council. O. Reg. 592/99, s. 4 (1).

(2) In carrying out the objects described in subsection (1), the Corporation shall,

(a) provide leadership and central co-ordination for Ontario capital policy development and planning;

(b) develop proposals for capital programs in conjunction with ministries and agencies of the Government of Ontario, with municipal governments and agencies of municipal governments, with the Government of Canada and agencies of the Government of Canada and with any other persons and organizations in the public or private sector;

(c) act as liaison between ministries and agencies of the Government of Ontario with respect to capital programs and share information on capital programs being developed with or implemented by a ministry or agency of the Government of Ontario with other ministries and agencies of the Government of Ontario. O. Reg. 592/99, s. 4 (2).

5. (1) The Corporation shall consist of as many members, not fewer than three, as the Lieutenant Governor in Council may appoint. O. Reg. 592/99, s. 5 (1).

(2) The members shall be appointed for such term, not exceeding three years, as may be determined by the Lieutenant Governor in Council, and are eligible for reappointment. O. Reg. 592/99, s. 5 (2).

(3) The members of the Corporation form and are its board of directors. O. Reg. 592/99, s. 5 (3).

(4) The Corporation shall pay its members who are not public servants within the meaning of the Public Service Act the remuneration and expenses that the Lieutenant Governor in Council determines. O. Reg. 592/99, s. 5 (4).

(5) The Lieutenant Governor in Council shall designate one of the members to be chair of the board of directors and one of the members to be vice-chair of the board of directors. O. Reg. 592/99, s. 5 (5).

(6) The Lieutenant Governor in Council shall appoint a director who is a public servant as president and chief executive officer of the Corporation who shall preside at the meetings of the board of directors and perform such duties and exercise such powers and authority as are assigned by the board of directors. O. Reg. 252/01, s. 1.

(7) In the case of absence or illness of the president and chief executive officer or there being a vacancy in that office, the board of directors may designate another director who is a public servant to act as and to have all of the powers of the president and chief executive officer. O. Reg. 252/01, s. 1.

(8) A majority of the public servants on the board of directors constitutes a quorum of the board of directors. O. Reg. 252/01, s. 1.

6. (1) The affairs of the Corporation are under the management and control of its board of directors. O. Reg. 252/01, s. 2.

(2) Only the directors who are public servants have the authority to propose resolutions and by-laws, to vote at meetings of the board of directors, and to pass by-laws and resolutions regulating proceedings of the board and the management of the affairs of the Corporation. O. Reg. 252/01, s. 2.

(3) The directors who are not public servants shall serve on the board of directors in an advisory capacity only, are not entitled to vote on any matter and are not liable for any decision, acts or omissions of the board of directors. O. Reg. 252/01, s. 2.

(4) Without limiting the generality of subsection (2), the directors who are public servants may pass by-laws and resolutions to,

(a) appoint officers and assign them such powers and duties as the board of directors considers appropriate;

(b) make banking arrangements;

(c) establish committees of the board of directors; and

(d) effect the orderly transaction of the business of the Corporation. O. Reg. 252/01, s. 2.

7. Section 132, subsection 134 (1) and section 136 of the Business Corporations Act apply to the Corporation with necessary modifications. O. Reg. 592/99, s. 7.

8. (1) Except as limited by this Regulation, the Corporation has the capacity, rights, powers and privileges of a natural person for carrying out its objects. O. Reg. 592/99, s. 8 (1).

(2) The Corporation shall not, except with the approval of the Minister of Finance,

(a) acquire, hold or dispose of any interest in any real property;

(b) borrow money; or

(c) pledge the assets of the Corporation. O. Reg. 592/99, s. 8 (2).

9. (1) In this section,

“revenue” includes all money or money’s worth received by the Corporation, whether by grant, gift, contribution, profit or otherwise. O. Reg. 592/99, s. 9 (1).

(2) The revenues of the Corporation shall be used only to further its objects. O. Reg. 592/99, s. 9 (2).

(3) Despite subsection (2), where the Minister of Finance determines that the Corporation has a surplus of revenue, the Minister of Finance may direct that the surplus be paid into the Consolidated Revenue Fund. O. Reg. 592/99, s. 9 (3).

10. (1) Such employees may be appointed under the Public Service Act as are considered necessary from time to time for the proper conduct of the business of the Corporation. O. Reg. 592/99, s. 10 (1).

(2) In accordance with Government of Ontario policy, the Corporation may employ or otherwise engage persons other than those appointed under subsection (1) to provide professional, technical or other assistance to it or on its behalf, and may prescribe their duties and other terms of employment or engagement and provide for payment of the remuneration and expenses of such persons. O. Reg. 592/99, s. 10 (2).

11. The Corporations Act and Corporations Information Act do not apply to the Corporation. O. Reg. 592/99, s. 11.

12. The Minister of Finance may issue directions to the board of directors and, where the Minister of Finance issues such a direction, the board of directors shall carry it out. O. Reg. 592/99, s. 12.

13. The Corporation shall make such reports to the Minister of Finance concerning its affairs as the Minister of Finance may from time to time request. O. Reg. 592/99, s. 13.

14. The accounts and financial transactions of the Corporation shall be audited annually and the audit is subject to the review of the Provincial Auditor. O. Reg. 592/99, s. 14.

15. (1) The Corporation shall deliver to the Minister of Finance an annual report on its affairs, including the audited financial statements, and such other materials as the Minister of Finance directs. O. Reg. 252/01, s. 3.

(2) The report and financial statements must be signed by the president and chief executive officer and one other director who is a public servant. O. Reg. 252/01, s. 3.

(3) The Minister of Finance shall submit the report to the Lieutenant Governor in Council and shall then lay the report before the Assembly if it is in session or, if not, at its next session. O. Reg. 252/01, s. 3.