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Ontario Infrastructure and Lands Corporation Act, 2011

S.O. 2011, CHAPTER 9
Schedule 32

Consolidation Period:  From December 10, 2016 to the e-Laws currency date.

Last amendment:  2015, c. 38, Sched. 7, s. 56.

CONTENTS

General

1.

Definitions

Corporate Matters

2.

Amalgamated Corporation

3.

Status as Crown agent

4.

Objects of the Corporation

5.

Exemption, Government property

6.

Powers of the Corporation

7.

Limitation

8.

Obtaining funding

9.

Board of directors

10.

Chief executive officer

11.

Application of general corporate statutes

12.

Board to manage Corporation

13.

Financial by-laws

14.

Delegation

15.

Policies and directives of the Minister

16.

Reviews

17.

Fiscal year of the Corporation

18.

Annual report

19.

Other reports

Employment Matters

20.

Employees

Financial Matters

21.

Revenues not part of CRF

22.

Audits

23.

Financial authority of the Crown

24.

Payment of judgments against the Corporation

25.

Agreement re appropriated funds

Immunities

26.

Waiver of sovereign immunity

27.

Immunity of employees and others

Parking

28.

Parking

Winding Up

29.

Winding up the Corporation

Transitional Matters

30.

Transition, corporate matters

31.

Transition, employment matters

Subsidiaries and Other Entities

32.

Regulations, subsidiary corporations established by Lieutenant Governor in Council

33.

Regulations, subsidiary corporations acquired by the Corporation

34.

Subsidiaries that are Crown agents

35.

Regulations, trust, partnership or other entity

Regulations

36.

Regulations, general

 

General

Definitions

1. In this Act,

“Corporation” means the Ontario Infrastructure and Lands Corporation continued under subsection 2 (1); (“Société”)

“eligible public organization” means an organization described in subsection 4 (2); (“organisation publique admissible”)

“Government” means,

(a) the Government of Ontario and the Crown in right of Ontario,

(b) a ministry of the Government of Ontario,

(c) a Crown agency, other than a college of applied arts and technology established under the Ontario Colleges of Applied Arts and Technology Act, 2002, and

(d) any board, commission, authority or unincorporated body of the Crown; (“gouvernement”)

“Government property” has the same meaning as in the Ministry of Infrastructure Act, 2011; (“biens du gouvernement”)

“Minister” means, except where otherwise indicated, the Minister of Infrastructure or such other member of the Executive Council as may be assigned the administration of this Act under the Executive Council Act; (“ministre”)

“Ministry” means, except where otherwise indicated, the Ministry of Infrastructure; (“ministère”)

“municipality” has the same meaning as in subsection 1 (1) of the Municipal Act, 2001; (“municipalité”)

“public sector organization” has the same meaning as in the Ministry of Infrastructure Act, 2011. (“organisation du secteur public”)  2011, c. 9, Sched. 32, s. 1; 2015, c. 38, Sched. 7, s. 56 (1-3).

Corporate Matters

Amalgamated Corporation

2. (1) The Ontario Realty Corporation, continued under subsection 2 (2) of the Capital Investment Plan Act, 1993, the Ontario Infrastructure Projects Corporation, continued under subsection 2 (1) of the Ontario Infrastructure Projects Corporation Act, 2006, and the Stadium Corporation of Ontario Limited, incorporated on August 1, 1984 under the Business Corporations Act, are amalgamated and shall continue as a corporation without share capital under the name Ontario Infrastructure and Lands Corporation in English and Société ontarienne des infrastructures et de l’immobilier in French.  2011, c. 9, Sched. 32, s. 2 (1).

Composition

(2) The Corporation is composed of the members of its board of directors.  2011, c. 9, Sched. 32, s. 2 (2).

Corporation name change

(3) The Minister may, by regulation, change the name of the Corporation.  2011, c. 9, Sched. 32, s. 2 (3).

Status as Crown agent

3. (1) Subject to subsections (2) and (3), the Corporation is a Crown agent for all purposes.  2011, c. 9, Sched. 32, s. 3 (1).

Exception

(2) The Corporation may declare in writing in an agreement, security or instrument that it is not acting as a Crown agent for the purposes of the agreement, security or instrument.  2011, c. 9, Sched. 32, s. 3 (2).

Effect of declaration

(3) If the Corporation makes a declaration in accordance with subsection (2), the Corporation shall be deemed not to be a Crown agent for the purposes of the agreement, security or instrument and the Crown is not liable for any liability or obligation of the Corporation under the agreement, security or instrument.  2011, c. 9, Sched. 32, s. 3 (3).

Objects of the Corporation

4. (1) Subject to a direction of the Minister under subsection (3), the following are the objects of the Corporation:

1. To provide financing for infrastructure purposes prescribed under clause 36 (1) (a) to municipalities and to eligible public organizations described in subsection (2).

2. To provide advice and services related to Government property, including project management, contract management and development, to the following:

i. The Minister.

ii. The Government, when directed to do so in writing by the Minister.

2.1 Repealed: 2015, c. 38, Sched. 7, s. 56 (4).

3. To provide financial management for Government property managed by the Ministry or by a Crown agency for which the Minister is responsible.

4. To carry out the powers, duties and functions delegated by the Minister to the Corporation under the Ministry of Infrastructure Act, 2011.

5. To provide advice and services related to real property to public sector organizations prescribed under clause 36 (1) (b) for purposes prescribed under clause 36 (1) (c), when directed to do so in writing by the Minister.

6. Repealed:  2012, c. 8, Sch. 40, s. 1 (3).

7. To provide advice and services to the Minister or other members of the Executive Council on financial, strategic or other matters involving the Government, when directed to do so in writing by the Minister.

8. To implement or assist in the implementation of transactions involving the Government, when directed to do so in writing by the Minister.

9. To provide advice and services, including project management and contract management, related to infrastructure projects in Ontario that are not Government property, when directed to do so in writing by the Minister.

10. To engage in such other related activities as the Lieutenant Governor in Council may prescribe under clause 36 (1) (d).  2011, c. 9, Sched. 32, s. 4 (1); 2012, c. 8, Sched. 40, s. 1 (1-5); 2015, c. 38, Sched. 7, s. 56 (4, 5).

Eligible public organization

(2) For the purposes of paragraph 1 of subsection (1), an eligible public organization is an organization that meets the conditions prescribed under clause 36 (1) (e) and that is one of the following:

1. A university, the federated or affiliated college of a university, or other post-secondary educational institution.

2. A corporation incorporated under subsection 203 (1) of the Municipal Act, 2001 or subsection 148 (1) of the City of Toronto Act, 2006.

3. A corporation incorporated under section 142 of the Electricity Act, 1998, all the shares of which are held by one or more municipal corporations.

4. A corporation incorporated as a local housing corporation under Part III of the Social Housing Reform Act, 2000.

5. A co-operative housing provider or a non-profit housing provider that provides or will provide housing under a federally, provincially or municipally funded housing program in Ontario.

6. A local services board established under the Northern Services Boards Act.

7. A not-for-profit long-term care provider licensed or approved under the Long-Term Care Homes Act, 2007.

8. A not-for-profit organization that benefits the public and that is prescribed under clause 36 (1) (f) as an eligible public organization.

9. A co-operative within the meaning of the Co-operative Corporations Act that benefits the public and that is prescribed under clause 36 (1) (g) as an eligible public organization.

10. Subject to the regulations under clause 36 (1) (h), an organization, other than an organization referred to in paragraphs 1 to 8, that was prescribed under clause 28 (1) (a) of the Ontario Infrastructure Projects Corporation Act, 2006 immediately before the repeal of that Act.  2011, c. 9, Sched. 32, s. 4 (2); 2012, c. 8, Sched. 40, s. 1 (6).

Ministerial directions, objects of the Corporation

(3) The Minister may give directions in writing limiting the scope of the objects set out in subsection (1).  2011, c. 9, Sched. 32, s. 4 (3).

Direction of Minister

(4) A direction of the Minister under this section may be general or specific.  2011, c. 9, Sched. 32, s. 4 (4).

Non-application of Legislation Act, 2006, Part III

(5) Part III of the Legislation Act, 2006 does not apply to a direction issued under this section.  2011, c. 9, Sched. 32, s. 4 (5).

Access to directions of the Minister

(6) Where the Minister considers it appropriate to do so, the Minister shall take steps that the Minister considers appropriate to ensure that a direction under subsection (3) is readily available to the public.  2011, c. 9, Sched. 32, s. 4 (6).

Exemption, Government property

5. (1) Section 8 of the Ministry of Infrastructure Act, 2011 does not apply in respect of an agreement entered into by the Corporation related to constructing, renovating, repairing or improving Government property, if the Minister so directs in writing before the agreement is entered into. 2015, c. 38, Sched. 7, s. 56 (6).

Direction of Minister

(2) A direction of the Minister under subsection (1) may be general or specific.  2011, c. 9, Sched. 32, s. 5 (2).

Non-application of Legislation Act, 2006, Part III

(3) Part III of the Legislation Act, 2006 does not apply to a direction under subsection (1).  2011, c. 9, Sched. 32, s. 5 (3).

Powers of the Corporation

6. The Corporation has the capacity, rights, powers and privileges of a natural person, except as limited by this Act.  2011, c. 9, Sched. 32, s. 6.

Limitation

7. (1) The Corporation cannot hold real property or an interest in real property in its own name.  2011, c. 9, Sched. 32, s. 7 (1).

Exception

(2) Despite subsection (1), the Corporation may hold real property or an interest in real property in its own name under an agreement, security or instrument that includes a declaration under subsection 3 (2).  2011, c. 9, Sched. 32, s. 7 (2).

Same

(3) Despite subsection (1), the Corporation may, in its own name, take a security interest in real property or an interest in real property in respect of activities related to paragraph 1 of subsection 4 (1).  2011, c. 9, Sched. 32, s. 7 (3).

Obtaining funding

8. (1) Without limiting the generality of section 6, the Corporation may obtain funding by borrowing money, by issuing bonds, debentures and other securities, and through,

(a) the establishment of a subsidiary corporation by Lieutenant Governor in Council under section 32;

(b) the acquisition of a subsidiary corporation under section 33;

(c) the establishment of a trust, partnership or other entity under section 35; or

(d) the acquisition of the assets or, if applicable, the liabilities, of a trust, partnership or other entity under section 35.  2011, c. 9, Sched. 32, s. 8 (1).

Restriction on certain financial activities

(2) The Corporation shall not borrow, invest funds or manage financial risks unless,

(a) the activity is authorized by a by-law of the Corporation; and

(b) the by-law is approved in accordance with section 13.  2011, c. 9, Sched. 32, s. 8 (2).

Co-ordination of certain financial activities

(3) Subject to subsection (4), the Ontario Financing Authority shall co-ordinate and arrange all borrowing, investing of funds and managing of financial risks of the Corporation.  2011, c. 9, Sched. 32, s. 8 (3).

Same

(4) The Minister of Finance may in writing direct a person other than the Ontario Financing Authority to perform the functions referred to in subsection (3).  2011, c. 9, Sched. 32, s. 8 (4).

Direction of Minister

(5) A direction of the Minister of Finance under subsection (4) may be general or specific and may include terms and conditions that the Minister of Finance considers advisable.  2011, c. 9, Sched. 32, s. 8 (5).

Non-application of Legislation Act, 2006, Part III

(6) Part III of the Legislation Act, 2006 does not apply to a direction issued under subsection (4).  2011, c. 9, Sched. 32, s. 8 (6).

Board of directors

9. (1) The board of directors of the Corporation is composed of at least five and not more than 13 members, or a number prescribed by regulation, who are appointed by the Lieutenant Governor in Council on the recommendation of the Minister.  2011, c. 9, Sched. 32, s. 9 (1).

Term of office

(2) A director shall hold office at pleasure for a term not exceeding three years and may be reappointed for successive terms not exceeding three years each.  2011, c. 9, Sched. 32, s. 9 (2).

Quorum

(3) Subject to the by-laws of the Corporation, a majority of the directors of the board constitutes a quorum for the transaction of business.  2011, c. 9, Sched. 32, s. 9 (3).

Chair and vice-chairs

(4) The Lieutenant Governor in Council shall designate a director as the chair and may designate one or more directors as vice-chairs.  2011, c. 9, Sched. 32, s. 9 (4).

Acting chair

(5) If the chair is absent or unable to act or if the office of chair is vacant, a vice-chair shall act as and have all the powers of the chair.  2011, c. 9, Sched. 32, s. 9 (5).

Same

(6) If the chair and vice-chairs are absent from a board meeting, the directors present at the meeting shall appoint an acting chair from among themselves to act as and to have all the powers of the chair during the meeting.  2011, c. 9, Sched. 32, s. 9 (6).

Remuneration

(7) A director who is not a public servant appointed under Part III of the Public Service of Ontario Act, 2006 shall be paid remuneration and expenses as determined by the Lieutenant Governor in Council.  2011, c. 9, Sched. 32, s. 9 (7).

Chief executive officer

10. The Lieutenant Governor in Council, on the recommendation of the Minister, may appoint a chief executive officer for the Corporation to be responsible for its operation and for the performance of such other functions as are assigned by the Corporation’s board of directors.  2011, c. 9, Sched. 32, s. 10.

Application of general corporate statutes

11. The Corporations Act, the Business Corporations Act, the Corporations Information Act and the Loan and Trust Corporations Act do not apply to the Corporation, except as prescribed by regulation.  2011, c. 9, Sched. 32, s. 11.

Note: On the later of the day Schedule 25 (Ministry of Energy Act, 2011) to the Better Tomorrow for Ontario Act (Budget Measures), 2011 comes into force and the day subsection 4 (1) of the Not-for-Profit Corporations Act, 2010 comes into force, section 11 is amended by striking out “Corporations Act” and substituting “Not-for-Profit Corporations Act, 2010”.  See: 2011, c. 9, Sched. 32, ss. 37, 40 (2).

Board to manage Corporation

12. (1) The board of directors shall manage or supervise the management of the business and affairs of the Corporation.  2011, c. 9, Sched. 32, s. 12 (1).

Delegated duties, etc.

(2) The business and affairs of the Corporation include the carrying out of the powers, duties and functions delegated to the Corporation by the Minister under the Ministry of Infrastructure Act, 2011.  2011, c. 9, Sched. 32, s. 12 (2).

By-laws

(3) The board may pass by-laws and resolutions regulating its proceedings and generally for the conduct and management of the business and affairs of the Corporation.  2011, c. 9, Sched. 32, s. 12 (3).

Financial by-laws

13. (1) A by-law of the Corporation with respect to borrowing, investing or managing financial risks does not take effect until it is approved by the Minister and the Minister of Finance.  2011, c. 9, Sched. 32, s. 13 (1).

By-laws re borrowing, contents

(2) A by-law with respect to borrowing by the Corporation shall not be approved unless the by-law includes the following information:

1. The maximum principal amount of borrowing that may be outstanding at any time under the authority of the by-law.

2. The period, not to exceed five years, during which the Corporation may borrow under the authority of the by-law.

3. The date after which no debts are permitted to remain unpaid under the authority of the by-law.

4. Such other terms and conditions as the Minister of Finance may specify.  2011, c. 9, Sched. 32, s. 13 (2).

Delegation

14. (1) The board of directors may, in accordance with the by-laws,

(a) delegate any of its powers to a committee of the board or to one or more directors; and

(b) delegate any of its powers to manage the business and affairs of the Corporation to one or more officers of the Corporation.  2011, c. 9, Sched. 32, s. 14 (1).

Terms, conditions and restrictions

(2) A delegation under subsection (1) is subject to any terms, conditions and restrictions set out in the delegation.  2011, c. 9, Sched. 32, s. 14 (2).

Same

(3) A delegation under subsection (1) may be general or specific.  2011, c. 9, Sched. 32, s. 14 (3).

Exceptions

(4) The board cannot delegate its power to make by-laws or to approve the financial statements or the annual report of the Corporation.  2011, c. 9, Sched. 32, s. 14 (4).

Policies and directives of the Minister

15. (1) The Minister may issue policies and directives in writing to the Corporation on matters relating to the exercise or performance of its powers, duties and functions and may include directions with respect to the timing or manner of implementation of the policies or directives.  2011, c. 9, Sched. 32, s. 15 (1).

Corporation to implement

(2) The board of directors of the Corporation shall ensure that the policies and directives issued to the Corporation are implemented.  2011, c. 9, Sched. 32, s. 15 (2).

Non-application of Legislation Act, 2006, Part III

(3) Part III of the Legislation Act, 2006 does not apply to a policy or directive issued under this section.  2011, c. 9, Sched. 32, s. 15 (3).

Reviews

16. (1) The Minister may appoint one or more persons to review any activity or proposed activity of the Corporation and to report the results of the review to the Minister.  2011, c. 9, Sched. 32, s. 16 (1).

Duty to co-operate

(2) If the Minister makes an appointment under subsection (1), the Corporation shall co-operate fully with the review and take all necessary steps to facilitate the review.  2011, c. 9, Sched. 32, s. 16 (2).

Fiscal year of the Corporation

17. The fiscal year of the Corporation begins on April 1 in each year and ends on March 31 of the following year.  2011, c. 9, Sched. 32, s. 17.

Annual report

18. (1) The Corporation shall, within 90 days after the end of every fiscal year, submit to the Minister an annual report on its affairs during that fiscal year, signed by the chair of the board of directors.  2011, c. 9, Sched. 32, s. 18 (1).

Contents

(2) The annual report shall include,

(a) a report on the affairs of any subsidiary corporation of the Corporation established under section 32 or acquired under section 33; and

(b) any other information prescribed under clause 36 (1) (k), in the manner prescribed under clause 36 (1) (k).  2011, c. 9, Sched. 32, s. 18 (2).

Financial statements

(3) The annual report shall include the audited financial statements of the Corporation and of any subsidiary corporation of the Corporation.  2011, c. 9, Sched. 32, s. 18 (3).

Same

(4) Where subsection (3) applies, the audited financial statements of the Corporation shall be consolidated with the audited financial statements of subsidiary corporations.  2011, c. 9, Sched. 32, s. 18 (4).

Tabling

(5) The Minister shall submit the annual report to the Lieutenant Governor in Council and shall then table the report before the Assembly if it is in session or, if not, deposit the report with the Clerk of the Assembly.  2011, c. 9, Sched. 32, s. 18 (5).

Disclosure of financial statements

(6) Subsection (5) does not prevent the Corporation from giving its financial statements to other persons before the Minister complies with that subsection.  2011, c. 9, Sched. 32, s. 18 (6).

Other reports

19. The Corporation shall give any other reports and information to the Minister that the Minister requires.  2011, c. 9, Sched. 32, s. 19.

Employment Matters

Employees

20. (1) The Corporation may employ or otherwise engage persons as it considers necessary for the proper conduct of the business of the Corporation.  2011, c. 9, Sched. 32, s. 20 (1).

Status of employees

(2) Employees of the Corporation shall not be appointed under Part III of the Public Service of Ontario Act, 2006 and are not employees of the Crown for any purpose.  2011, c. 9, Sched. 32, s. 20 (2).

Agreements to provide services

(3) The Corporation may enter into agreements with any minister of the Crown or chair of a Crown agency for the provision of services to the Corporation by employees of the Crown or employees of the Crown agency, as the case may be.  2011, c. 9, Sched. 32, s. 20 (3).

Financial Matters

Revenues not part of CRF

21. (1) Despite Part I of the Financial Administration Act, the revenues and investments of the Corporation do not form part of the Consolidated Revenue Fund.  2011, c. 9, Sched. 32, s. 21 (1).

Same

(2) The revenues of the Corporation shall be applied to carrying out its objects.  2011, c. 9, Sched. 32, s. 21 (2).

Audits

22. (1) The board of directors of the Corporation shall appoint an auditor licensed under the Public Accounting Act, 2004 to audit the accounts and financial transactions of the Corporation annually.  2011, c. 9, Sched. 32, s. 22 (1).

Same

(2) The Auditor General may, at any time, audit any aspect of the operations of the Corporation.  2011, c. 9, Sched. 32, s. 22 (2).

Financial authority of the Crown

23. (1) The Lieutenant Governor in Council may raise by way of loan in the manner provided by the Financial Administration Act sums that the Lieutenant Governor in Council considers necessary for the purposes of the Corporation, and the Minister of Finance shall use the sums to make advances to the Corporation by way of loan or to purchase securities issued by the Corporation in the amounts, at the times and on the terms and conditions that the Minister of Finance may determine.  2011, c. 9, Sched. 32, s. 23 (1).

Order authorizing loans, etc.

(2) The Lieutenant Governor in Council may by order authorize the Minister of Finance to purchase securities of or make loans to the Corporation in the amounts, at the times and on the terms as the Minister of Finance may determine, subject to the maximum principal amount specified by the Lieutenant Governor in Council that may be purchased or advanced or that may be outstanding at any time.  2011, c. 9, Sched. 32, s. 23 (2).

Payment from the CRF

(3) The Minister of Finance may pay out of the Consolidated Revenue Fund any amount required for the purposes of subsections (1) and (2).  2011, c. 9, Sched. 32, s. 23 (3).

Delegation

(4) The Lieutenant Governor in Council may by order delegate any or all of the powers of the Minister of Finance under subsections (1) and (2) to,

(a) a public servant employed under Part III of the Public Service of Ontario Act, 2006 who works in the Ministry of Finance, other than in the office of the Minister of Finance;

(b) a solicitor engaged to act for the Minister of Finance;

(c) the chief executive officer of the Ontario Financing Authority;

(d) a public servant employed under Part III of the Public Service of Ontario Act, 2006 who works in the Ontario Financing Authority; or

(e) a solicitor engaged to act for the Ontario Financing Authority.  2011, c. 9, Sched. 32, s. 23 (4).

Payment of judgments against the Corporation

24. (1) The Minister of Finance shall pay from the Consolidated Revenue Fund the amount of any judgment against the Corporation that remains unpaid after the Corporation has made reasonable efforts, including liquidating assets, to pay the amount of the judgment.  2011, c. 9, Sched. 32, s. 24 (1).

Exception

(2) Subsection (1) does not apply to a judgment against the Corporation relating to an agreement, security or instrument with respect to which the Corporation has made a declaration described in subsection 3 (2).  2011, c. 9, Sched. 32, s. 24 (2).

Agreement re appropriated funds

25. (1) This section applies where,

(a) a municipality or eligible public organization has borrowed money from the Corporation for a purpose prescribed under clause 36 (1) (a); and

(b) money has been appropriated by the Assembly for payment to the municipality or the eligible public organization.  2011, c. 9, Sched. 32, s. 25 (1).

Agreement re default

(2) As security for repayment, the municipality or the eligible public organization may agree in writing with the Corporation that in the event of default on repayment of the amount borrowed under clause (1) (a) or any portion of the amount borrowed, the Minister of Finance may deduct from the money mentioned in clause (1) (b) amounts not exceeding the amounts that the municipality or the organization fails to pay to the Corporation on account of the indebtedness.  2011, c. 9, Sched. 32, s. 25 (2).

Minister of Finance shall deduct

(3) If the municipality or the eligible public organization has entered into an agreement under subsection (2) and is in default of repayment to the Corporation, the Minister of Finance shall deduct from the money mentioned in clause (1) (b) amounts not exceeding the amounts the municipality or organization fails to pay to the Corporation on account of the indebtedness and shall pay the amount deducted to the Corporation from the Consolidated Revenue Fund.  2011, c. 9, Sched. 32, s. 25 (3).

Immunities

Waiver of sovereign immunity

26. The Corporation may waive any immunity to which it may be entitled outside Ontario as a Crown agent and may submit to the jurisdiction of a court outside Ontario.  2011, c. 9, Sched. 32, s. 26.

Immunity of employees and others

27. (1) No action or other civil proceeding shall be commenced against a director, officer, employee or agent of the Corporation for an act done in good faith in the exercise or performance or intended exercise or performance of a power or duty under this Act or the regulations, under the by-laws of the Corporation or under a policy or directive issued under subsection 15 (1) or for neglect or default in the exercise or performance in good faith of the power or duty.  2011, c. 9, Sched. 32, s. 27 (1).

Immunity of the Crown

(2) No action or other civil proceeding shall be commenced against the Crown for any act, neglect or default by a person referred to in subsection (1) or for any act, neglect or default by the Corporation.  2011, c. 9, Sched. 32, s. 27 (2).

Exception

(3) Subsection (2) does not apply to a proceeding to enforce against the Crown its obligations under a written contract to which it is a party.  2011, c. 9, Sched. 32, s. 27 (3).

Same

(4) Subsections (1) and (2) do not relieve the Corporation of any liability to which it would otherwise be subject with respect to a cause of action arising from any act, neglect or default mentioned in subsection (1).  2011, c. 9, Sched. 32, s. 27 (4).

Parking

Parking

28. A by-law of a municipality under the Municipal Act, 2001 or the City of Toronto Act, 2006 that regulates or prohibits the parking or leaving of motor vehicles on land applies to land managed by the Corporation.  2011, c. 9, Sched. 32, s. 28.

Winding Up

Winding up the Corporation

29. (1) The Lieutenant Governor in Council may by order require the board of directors to wind up the affairs of the Corporation, and may by order specify terms relating to the winding up of the Corporation.  2011, c. 9, Sched. 32, s. 29 (1).

Duty of board

(2) The board shall prepare a proposed plan for winding up the Corporation and transferring its assets and liabilities and shall give the proposed plan to the Lieutenant Governor in Council.  2011, c. 9, Sched. 32, s. 29 (2).

Plan

(3) The plan for winding up the Corporation may provide for,

(a) liquidating assets and transferring the proceeds to the Consolidated Revenue Fund or to an agency of the Crown;

(b) transferring assets and liabilities to the Crown or to an agency of the Crown; and

(c) any other matter relating to the winding up of the Corporation.  2011, c. 9, Sched. 32, s. 29 (3).

Same

(4) On the approval of the proposed plan by the Lieutenant Governor in Council, the board shall wind up the affairs of the Corporation and transfer its assets and liabilities, including transferring the proceeds from the liquidation of assets, in accordance with the plan.  2011, c. 9, Sched. 32, s. 29 (4).

Dissolve Corporation

(5) When the winding up of the Corporation is complete, the Lieutenant Governor in Council may by order dissolve the Corporation as of the date specified in the order.  2011, c. 9, Sched. 32, s. 29 (5).

Non-application of Legislation Act, 2006, Part III

(6) Part III of the Legislation Act, 2006 does not apply to an order of the Lieutenant Governor in Council made under this section.  2011, c. 9, Sched. 32, s. 29 (6).

Transitional Matters

Transition, corporate matters

Interpretation

30. (0.1) In this section,

“public work” has the same meaning as in the Ministry of Infrastructure Act, 2011 as it read immediately before the day section 2 of the Forfeited Corporate Property Act, 2015 came into force. 2015, c. 38, Sched. 7, s. 56 (7).

Transition, corporate matters

(1) The following occurs when subsection 2 (1) comes into force:

1. The Ontario Realty Corporation, the Ontario Infrastructure Projects Corporation and the Stadium Corporation of Ontario Limited cease to exist as entities separate from the amalgamated Corporation.

2. All rights, property and assets, other than public works, that belonged to the Ontario Realty Corporation or to the Ontario Infrastructure Projects Corporation immediately before the subsection came into force become the rights, property and assets of the Corporation.

3. All public works that belonged to the Ontario Realty Corporation or to the Ontario Infrastructure Projects Corporation immediately before the subsection came into force vest in the Crown as represented by the Minister.

4. All rights, property and assets, including public works, that belonged to the Stadium Corporation of Ontario Limited immediately before the subsection came into force become the rights, property and assets of the Crown as represented by the Minister.

5. All debts, liabilities and obligations of the Ontario Realty Corporation and the Ontario Infrastructure Projects Corporation immediately before the subsection came into force become the debts, liabilities and obligations of the Corporation.

6. All debts, liabilities and obligations of the Stadium Corporation of Ontario Limited immediately before the subsection came into force become the debts, liabilities and obligations of the Crown as represented by the Minister.

7. Despite subsection 9 (1), the members of the boards of directors of the Ontario Realty Corporation and the Ontario Infrastructure Projects Corporation holding office immediately before the subsection came into force form the initial board of directors of the Corporation.

8. Despite subsection 9 (4), the individual who was the chair of the board of directors of the Ontario Infrastructure Projects Corporation immediately before the subsection came into force is the first chair of the board of directors of the Corporation.

9. Despite section 10, the individual holding the position of chief executive officer of the Ontario Infrastructure Projects Corporation immediately before the subsection came into force is the first chief executive officer of the Corporation.

10. The by-laws of the Ontario Infrastructure Projects Corporation in effect immediately before the subsection came into force become the by-laws of the Corporation.

11. An agreement, security or instrument to which the Ontario Realty Corporation or the Ontario Infrastructure Projects Corporation was a party immediately before the subsection came into force has effect as if,

i. the Corporation were substituted for the Ontario Realty Corporation or the Ontario Infrastructure Projects Corporation, as the case requires, as a party to the agreement, security or instrument, and

ii. any reference in the agreement, security or instrument to the Ontario Realty Corporation or the Ontario Infrastructure Projects Corporation were a reference to the Corporation.

12. Despite paragraph 11, and subject to subsections (3) and (4), if under an agreement mentioned in paragraph 11 the Corporation would gain an interest in real property, the interest vests in the Crown as represented by the Minister.

13. An agreement to which the Stadium Corporation of Ontario Limited was a party immediately before the subsection came into force has effect as if,

i. the Minister were substituted for the Stadium Corporation of Ontario Limited as a party to the agreement, and

ii. any reference in the agreement to the Stadium Corporation of Ontario Limited were a reference to the Minister.

14. The Corporation becomes a party to each ongoing proceeding to which the Ontario Realty Corporation, the Ontario Infrastructure Projects Corporation or the Stadium Corporation of Ontario Limited was a party immediately before the subsection came into force, replacing the Ontario Realty Corporation, the Ontario Infrastructure Projects Corporation, or the Stadium Corporation of Ontario Limited, as the case may be.

15. Despite paragraph 14, and subject to subsections (3) and (4), if as a result of a proceeding mentioned in paragraph 14, the Corporation would gain an interest in real property, the interest vests in the Crown as represented by the Minister.  2011, c. 9, Sched. 32, s. 30 (1).

Same, par. 11 of subs. (1)

(2) The operation of paragraph 11 of subsection (1) does not constitute a breach, termination or repudiation of the agreement, security or instrument or the frustration of the agreement or an event of default or force majeure.  2011, c. 9, Sched. 32, s. 30 (2).

Same

(3) Where the Ontario Infrastructure Projects Corporation or the Ontario Realty Corporation holds an interest in real property under an agreement, security or instrument in respect of which the Ontario Infrastructure Projects Corporation or the Ontario Realty Corporation made a declaration that it was not acting as a Crown agent under subsection 5 (2) of the Ontario Infrastructure Projects Corporation Act, 2006 or subsection 24 (1) of the Capital Investment Plan Act, 1993, paragraph 12 of subsection (1) does not apply and the interest in real property held by the Ontario Infrastructure Projects Corporation or the Ontario Realty Corporation, as the case may be, vests in the Corporation.  2011, c. 9, Sched. 32, s. 30 (3).

Same

(4) Where, immediately before subsection 2 (1) came into force, the Ontario Infrastructure Projects Corporation held an interest in real property as security for indebtedness in respect of financing provided under paragraph 1 of section 3 of the Ontario Infrastructure Projects Corporation Act, 2006 under an agreement, security or instrument, paragraph 12 of subsection (1) does not apply and the interest in real property held by the Ontario Infrastructure Projects Corporation vests in the Corporation.  2011, c. 9, Sched. 32, s. 30 (4).

Same, pars. 3 and 11 of subs. (1)

(5) For the purposes of paragraphs 3 and 11 of subsection (1), a declaration of the Ontario Realty Corporation or the Ontario Infrastructure Projects Corporation that it was not acting as a Crown agent applies as if it had been made by the Corporation.  2011, c. 9, Sched. 32, s. 30 (5).

Same, references

(6) A reference to the Ontario Realty Corporation, the Ontario Infrastructure Projects Corporation or the Stadium Corporation of Ontario Limited in any by-law, resolution, agreement or other document shall be read as if it were a reference to the Corporation.  2011, c. 9, Sched. 32, s. 30 (6).

Transition, employment matters

31. (1) On the coming into force of subsection 2 (1), all individuals who were employees of the Ontario Realty Corporation, the Ontario Infrastructure Projects Corporation or the Stadium Corporation of Ontario Limited immediately before subsection 2 (1) came into force become employees of the Corporation.  2011, c. 9, Sched. 32, s. 31 (1).

Agreements

(2) On the coming into force of subsection 2 (1), all employment agreements in effect immediately before subsection 2 (1) came into force to which the Ontario Realty Corporation, the Ontario Infrastructure Projects Corporation or the Stadium Corporation of Ontario Limited was a party continue in effect as if the Corporation were substituted for the Ontario Realty Corporation or the Ontario Infrastructure Projects Corporation or the Stadium Corporation of Ontario Limited, as the case may be, as a party to the agreement.  2011, c. 9, Sched. 32, s. 31 (2).

Same

(3) The operation of subsections (1) and (2) does not constitute a breach, termination, repudiation or the frustration of an employment agreement.  2011, c. 9, Sched. 32, s. 31 (3).

Subsidiaries and Other Entities

Regulations, subsidiary corporations established by Lieutenant Governor in Council

32. (1) The Lieutenant Governor in Council may by regulation establish subsidiary corporations of the Corporation with the objects, purposes, powers and duties set out in the regulation and may provide for the constitution and management of the subsidiary corporations.  2011, c. 9, Sched. 32, s. 32 (1).

Same

(2) Without limiting the generality of subsection (1), the Lieutenant Governor in Council may make regulations respecting subsidiary corporations established under subsection (1),

(a) giving a subsidiary corporation the capacity, rights, powers and privileges of a natural person for carrying out its objects, and providing for any limitations on the capacity, rights, powers and privileges that the Lieutenant Governor in Council considers advisable;

(b) providing that a subsidiary corporation is or is not a Crown agent;

(c) prescribing provisions of the Corporations Act, the Business Corporations Act, the Corporations Information Act and the Loan and Trust Corporations Act that apply or do not apply to a subsidiary corporation and, in the case of provisions prescribed as applying, prescribing such modifications of those provisions as the Lieutenant Governor in Council considers necessary or advisable;

Note: On the later of the day Schedule 25 (Ministry of Energy Act, 2011) to the Better Tomorrow for Ontario Act (Budget Measures), 2011 comes into force and the day subsection 4 (1) of the Not-for-Profit Corporations Act, 2010 comes into force, clause (c) is amended by striking out “Corporations Act” and substituting “Not-for-Profit Corporations Act, 2010”.  See: 2011, c. 9, Sched. 32, ss. 37, 40 (2).

(d) governing the liability of the Corporation or the Crown for an act or omission of,

(i) a subsidiary corporation, and

(ii) a director, officer, employee or agent of a subsidiary corporation;

(e) governing the liability of a director, officer, employee or agent of a subsidiary corporation for an act or omission of the director, officer, employee or agent;

(f) subject to section 34, providing that any provision of this Act that applies to the Corporation and that would not otherwise apply to a subsidiary corporation applies to a subsidiary corporation, and prescribing such modifications of those provisions as the Lieutenant Governor in Council considers necessary or advisable;

(g) governing the winding up and dissolution of a subsidiary corporation and the transfer of its assets, liabilities, rights and obligations;

(h) providing for any other matter that the Lieutenant Governor in Council considers necessary or advisable to ensure that a subsidiary corporation may effectively carry out its powers and duties.  2011, c. 9, Sched. 32, s. 32 (2).

Regulations, subsidiary corporations acquired by the Corporation

33. (1) The Lieutenant Governor in Council may by regulation authorize the Corporation to acquire a subsidiary corporation.  2011, c. 9, Sched. 32, s. 33 (1).

Same

(2) In a regulation made under subsection (1), the Lieutenant Governor in Council may specify any terms that are necessary or advisable, in the opinion of the Lieutenant Governor in Council, in relation to the acquisition of the subsidiary corporation.  2011, c. 9, Sched. 32, s. 33 (2).

Same

(3) Without limiting the generality of subsections (1) and (2), the Lieutenant Governor in Council may make regulations respecting subsidiary corporations acquired under subsection (1),

(a) prescribing provisions of the Corporations Act, the Business Corporations Act, the Corporations Information Act and the Loan and Trust Corporations Act that apply or do not apply to a subsidiary corporation and, in the case of provisions prescribed as applying, prescribing such modifications of those provisions as the Lieutenant Governor in Council considers necessary or advisable;

Note: On the later of the day Schedule 25 (Ministry of Energy Act, 2011) to the Better Tomorrow for Ontario Act (Budget Measures), 2011 comes into force and the day subsection 4 (1) of the Not-for-Profit Corporations Act, 2010 comes into force, clause (a) is amended by striking out “Corporations Act” and substituting “Not-for-Profit Corporations Act, 2010”.  See: 2011, c. 9, Sched. 32, ss. 37, 40 (2).

(b) governing the liability of the Corporation or the Crown for an act or omission of,

(i) a subsidiary corporation, and

(ii) a director, officer, employee or agent of a subsidiary corporation;

(c) subject to section 34, providing that any provision of this Act that applies to the Corporation and that would not otherwise apply to a subsidiary corporation applies to a subsidiary corporation, and prescribing such modifications of those provisions as the Lieutenant Governor in Council considers necessary or advisable;

(d) governing the winding up and dissolution of a subsidiary corporation and the transfer of its assets, liabilities, rights and obligations;

(e) respecting any other matter that the Lieutenant Governor in Council considers necessary or advisable to ensure that a subsidiary corporation may effectively carry out its powers and duties.  2011, c. 9, Sched. 32, s. 33 (3).

Status as Crown agent

(4) A subsidiary corporation that was a Crown agent immediately before it was acquired by the Corporation under subsection (1) continues to be a Crown agent after its acquisition, and a subsidiary corporation that was not a Crown agent immediately before it was acquired by the Corporation under subsection (1) continues not to be a Crown agent after its acquisition.  2011, c. 9, Sched. 32, s. 33 (4).

Subsidiaries that are Crown agents

34. (1) The following provisions apply, with necessary modifications, to a subsidiary corporation that is a Crown agent and that is established under section 32 or acquired under section 33:

1. Subsections 8 (2), (3), (4) and (5).

2. Subsections 13 (1) and (2).

3. Sections 15, 16, 17, 19, 21, 22, 23, 26 and 27.  2011, c. 9, Sched. 32, s. 34 (1).

Payment of judgment against subsidiary corporation

(2) The Corporation shall pay the amount of any judgment against a subsidiary corporation mentioned in subsection (1) that remains unpaid after the subsidiary corporation has made reasonable efforts, including liquidating assets, to pay the amount of the judgment.  2011, c. 9, Sched. 32, s. 34 (2).

Same

(3) The Minister of Finance shall pay from the Consolidated Revenue Fund the amount of any judgment against a subsidiary corporation mentioned in subsection (1) that remains unpaid after,

(a) the subsidiary corporation has made reasonable efforts, including liquidating assets, to pay the amount of the judgment; and

(b) the Corporation has made reasonable efforts, including liquidating assets, to pay the amount of the judgment that remains unpaid after the subsidiary corporation has made the efforts described in clause (a).  2011, c. 9, Sched. 32, s. 34 (3).

Regulations

(4) The Lieutenant Governor in Council may make regulations providing that a subsidiary corporation mentioned in subsection (1) may declare in writing in an agreement, security or instrument that it is not acting as a Crown agent for the purposes of the agreement, security or instrument.  2011, c. 9, Sched. 32, s. 34 (4).

Regulations, trust, partnership or other entity

35. (1) The Lieutenant Governor in Council may by regulation authorize the Corporation to do one or more of the following:

1. Establish a trust, partnership or other entity.

2. Acquire assets of a trust, partnership or other entity.

3. If acquiring assets under paragraph 2, acquire liabilities of the trust, partnership or other entity.  2011, c. 9, Sched. 32, s. 35 (1).

Same

(2) In a regulation made under subsection (1), the Lieutenant Governor in Council may specify any terms that are necessary or advisable, in the opinion of the Lieutenant Governor in Council, in relation to,

(a) the establishment of a trust, partnership or other entity; or

(b) the acquisition of the assets or, if applicable, the liabilities of a trust, partnership or other entity.  2011, c. 9, Sched. 32, s. 35 (2).

Trusts, etc., established by Corporation

(3) Without limiting the generality of subsections (1) and (2), the Lieutenant Governor in Council may make regulations respecting trusts, partnerships or other entities established under the authority of paragraph 1 of subsection (1),

(a) providing that a trust, partnership or other entity is or is not a Crown agent;

(b) providing that any provision of this Act that applies to the Corporation and that would not otherwise apply to a trust, partnership or other entity applies to a trust, partnership or other entity, and prescribing such modifications of those provisions as the Lieutenant Governor in Council considers necessary or advisable;

(c) respecting the liability of the Corporation or the Crown for any act or omission of,

(i) a trust, partnership or other entity,

(ii) the trustees of a trust, partners of a partnership, or members of the governing body of another entity, and

(iii) officers, employees or agents of a trust, partnership or other entity;

(d) respecting any other matter that the Lieutenant Governor in Council considers necessary or advisable to ensure that a trust, partnership or other entity may effectively carry out its purposes, powers and duties.  2011, c. 9, Sched. 32, s. 35 (3).

Regulations

Regulations, general

36. (1) The Lieutenant Governor in Council may make regulations,

(a) prescribing the infrastructure purposes for which the Corporation may provide financing to municipalities and eligible public organizations referred to in paragraph 1 of subsection 4 (1);

(b) prescribing public sector organizations for the purposes of paragraph 5 of subsection 4 (1);

(c) prescribing the purposes for which the Corporation may provide services and advice related to real property for the purposes of paragraph 5 of subsection 4 (1);

(d) prescribing activities for the purposes of paragraph 10 of subsection 4 (1);

(e) prescribing conditions for the purposes of subsection 4 (2) relating to eligible public organizations;

(f) prescribing not-for-profit organizations that benefit the public as eligible public organizations for the purposes of paragraph 8 of subsection 4 (2);

(g) prescribing co-operatives within the meaning of the Co-operative Corporations Act that benefit the public as eligible public organizations for the purposes of paragraph 9 of subsection 4 (2);

(h) prescribing dates after which an organization described in paragraph 10 of subsection 4 (2) is no longer eligible to receive financing;

(i) prescribing the number of board members of the Corporation for the purposes of subsection 9 (1);

(j) prescribing the provisions of the Corporations Act, the Business Corporations Act, the Corporations Information Act and the Loan and Trust Corporations Act that apply with respect to the Corporation for the purposes of section 11 and prescribing such modifications of those provisions as the Lieutenant Governor in Council considers necessary or advisable;

Note: On the later of the day Schedule 25 (Ministry of Energy Act, 2011) to the Better Tomorrow for Ontario Act (Budget Measures), 2011 comes into force and the day subsection 4 (1) of the Not-for-Profit Corporations Act, 2010 comes into force, clause (j) is amended by striking out “Corporations Act” and substituting “Not-for-Profit Corporations Act, 2010”.  See: 2011, c. 9, Sched. 32, ss. 37, 40 (2).

(k) prescribing information to be included in the annual report of the Corporation and the manner in which the information is to be presented;

(l) governing such transitional matters as the Lieutenant Governor in Council considers necessary or advisable to facilitate the implementation of this Act;

(m) governing such other matters as the Lieutenant Governor in Council considers necessary or advisable for the purposes of this Act.  2011, c. 9, Sched. 32, s. 36 (1).

Same

(2) The Lieutenant Governor in Council may make regulations amending any regulation, whether made by the Lieutenant Governor in Council or a Minister, as the Lieutenant Governor in Council considers necessary or advisable as a consequence of,

(a) the amalgamation of the Ontario Realty Corporation, the Ontario Infrastructure Projects Corporation and the Stadium Corporation of Ontario Limited to continue as the Ontario Infrastructure and Lands Corporation; or

(b) the repeal of the Ministry of Energy and Infrastructure Act, the enactment of the Ministry of Energy Act, 2011 and the Ministry of Infrastructure Act, 2011 and the amendments to the Ministry of Government Services Act.  2011, c. 9, Sched. 32, s. 36 (2); 2012, c. 8, Sched. 40, s. 2.

37. Omitted (provides for amendments to this Act).  2011, c. 9, Sched. 32, s. 37.

38., 39. Omitted (amends, repeals or revokes other legislation).  2011, c. 9, Sched. 32, ss. 38, 39.

40. Omitted (provides for coming into force of provisions of this Act).  2011, c. 9, Sched. 32, s. 40.

41. Omitted (enacts short title of this Act).  2011, c. 9, Sched. 32, s. 41.

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