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Metropolitan Toronto Convention Centre Corporation Act

R.S.O. 1990, CHAPTER M.11

Historical version for the period November 30, 2004 to January 4, 2005.

Amended by: 1994, c. 27, s. 104; 1997, c. 26, Sched.; 2002, c. 8, Sched. I, s. 16; 2002, c. 17, Sched. F, Table; 2004, c. 8, s. 46, Table; 2004, c. 17, s. 32.

Definitions

1. In this Act,

“Board” means the Board of Directors of the Corporation; (“conseil”)

“Centre” means the Metro Toronto Convention Centre; (“palais”)

“Corporation” means Metropolitan Toronto Convention Centre Corporation; (“Société”)

“Minister” means the Minister of Tourism and Recreation. (“ministre”) R.S.O. 1990, c. M.11, s. 1.

Corporation continued

2. (1) Metropolitan Toronto Convention Centre Corporation is continued as a corporation without share capital under the name Metropolitan Toronto Convention Centre Corporation in English and Société du palais des congrès de la communauté urbaine de Toronto in French. R.S.O. 1990, c. M.11, s. 2 (1).

Corporations Act

(2) The Corporations Act does not apply to the Corporation. R.S.O. 1990, c. M.11, s. 2 (2).

Composition

(3) The Corporation shall consist of not fewer than seven and not more than thirteen members of whom,

(a) not more than ten shall be appointed by the Lieutenant Governor in Council; and

(b) not more than three shall be appointed by resolution of the council of the City of Toronto. R.S.O. 1990, c. M.11, s. 2 (3); 1997, c. 26, Sched.

Term of office

(4) Each member of the Corporation shall hold office for a term not exceeding three years and until his or her successor is appointed and is eligible for reappointment. R.S.O. 1990, c. M.11, s. 2 (4).

Board

3. (1) The members of the Corporation form and are its Board of Directors. R.S.O. 1990, c. M.11, s. 3 (1).

Chair, president

(2) The Lieutenant Governor in Council shall designate one of the directors as chair of the Board and another of the directors as president and chief executive officer of the Corporation. R.S.O. 1990, c. M.11, s. 3 (2).

Remuneration and expenses

(3) The Corporation may pay its directors such remuneration and expenses as are fixed by the Lieutenant Governor in Council. R.S.O. 1990, c. M.11, s. 3 (3).

Exception, remuneration

(4) Despite subsection (3), the Corporation shall not pay remuneration to a director in his or her capacity as a director if he or she is,

(a) an employee of Her Majesty in right of Ontario or of an agency of Her Majesty in right of Ontario; or

(b) an employee, as defined in section 278 of the Municipal Act, 2001, of a municipality or of a local board as defined in that section. R.S.O. 1990, c. M.11, s. 3 (4); 2002, c. 17, Sched. F, Table.

Disclosure: conflict of interest

(5) Section 132 of the Business Corporations Act applies with necessary modifications to members of the Board. R.S.O. 1990, c. M.11, s. 3 (5).

Chair to preside

4. (1) The chair shall preside at all meetings of the Board and, in the chair’s absence, one of the directors present at the meeting who is chosen to act by the directors present at the meeting has all the powers and duties of the chair. R.S.O. 1990, c. M.11, s. 4 (1).

Quorum

(2) A majority of the directors constitutes a quorum for the transaction of business at meetings of the Board. R.S.O. 1990, c. M.11, s. 4 (2).

By-laws

(3) The Board may pass by-laws regulating its proceedings, specifying the powers and duties of the officers and employees of the Corporation, and generally for the conduct and management of the affairs of the Corporation. R.S.O. 1990, c. M.11, s. 4 (3).

Executive committee

(4) The Board may appoint from its membership a committee of directors and delegate to such committee any of the powers of the Board. R.S.O. 1990, c. M.11, s. 4 (4).

Approval of by-law or resolution

(5) A by-law or resolution consented to by the signatures of all of the directors or all of the members of a committee established under subsection (4) is as valid and effective as if it had been passed at a meeting of the Board or committee, respectively, held for that purpose. R.S.O. 1990, c. M.11, s. 4 (5).

Duties of Board

5. The Board shall manage and supervise the affairs of the Corporation. R.S.O. 1990, c. M.11, s. 5.

Objects

6. (1) The objects of the Corporation are to operate, maintain and manage an international class convention centre facility in the City of Toronto to be known as the Metro Toronto Convention Centre in English and Palais des congrès de la communauté urbaine de Toronto in French, in a manner that will promote and develop tourism and industry in Ontario. R.S.O. 1990, c. M.11, s. 6 (1); 1997, c. 26, Sched.

Powers

(2) The Corporation, for the objects set out in subsection (1), has power,

(a) to make agreements with persons with respect to the establishment or operation by them of any works or services in connection with the construction, operation and maintenance of the Centre;

(b) to operate or grant leases for the operation of retail shops, restaurants, theatres, parking facilities, exhibition facilities, and any other facilities or conveniences incidental to or necessary to the operation of the Centre;

(c) to buy, hold, own, hire, maintain, control, take, lease, sell, assign, exchange, transfer, manage, improve, develop or dispose of any real and personal property and any right or privilege that, in the opinion of the Board, is necessary or convenient for the purposes of the Corporation;

(c.1) to accept real or personal property, or any interest in such property, from any person, by grant, gift, devise, bequest or otherwise;

(d) unless an order has been made under subsection 11(2), temporarily to invest any surplus money not immediately required for the objects of the Corporation in,

(i) securities issued by or guaranteed as to principal and interest by the Province of Ontario, any other province of Canada, or Canada,

(ii) guaranteed investment certificates of any trust corporation that is registered under the Loan and Trust Corporations Act,

(iii) deposit receipts, deposit notes, certificates of deposits, acceptances and other similar instruments issued or endorsed by a bank named in Schedule I or II to the Bank Act (Canada) or with the Province of Ontario Savings Office, and

Note: On a day to be named by proclamation of the Lieutenant Governor, subclause (iii) is amended by the Statutes of Ontario, 2002, chapter 8, Schedule I, section 16 by striking out “or with the Province of Ontario Savings Office”. See: 2002, c. 8, Sched. I, ss. 16, 24.

(iv) term deposits accepted by a credit union as defined in the Credit Unions and Caisses Populaires Act;

(e) with the approval of the Lieutenant Governor in Council,

(i) to borrow money upon the credit of the Corporation,

(ii) to issue, sell or pledge securities of the Corporation, and

(iii) to charge, mortgage or pledge all or any currently owned or subsequently acquired real or personal property of the Corporation, including book debts, rights, powers, franchises and undertakings, to secure any debt obligations or any money borrowed or other debt or liability of the Corporation;

(f) to enter into agreements with the City of Toronto for the use of its services, equipment and facilities by the Corporation;

(g) to do anything incidental to the attainment of the objects of the Corporation. R.S.O. 1990, c. M.11, s. 6 (2); 1994, c. 27, s. 104; 1997, c. 26, Sched.

Head office

7. (1) The Corporation’s head office shall be in the City of Toronto. R.S.O. 1990, c. M.11, s. 7 (1); 1997, c. 26, Sched.

Seal

(2) The Corporation shall have a seal which shall be adopted by a resolution or by-law of the Board. R.S.O. 1990, c. M.11, s. 7 (2).

Employees

8. (1) The Corporation may engage such persons as are considered necessary for the proper conduct of the affairs of the Corporation. R.S.O. 1990, c. M.11, s. 8 (1).

Use of Government facilities

(2) The Corporation may make use of such services and facilities, including the services of a public servant on secondment, as are provided to it by a ministry, board, commission or agency of the Government of Ontario. R.S.O. 1990, c. M.11, s. 8 (2).

Protection from personal liability

9. No action or other proceeding for damages shall be instituted against a director or officer of the Corporation or a former director or officer of the Corporation for any act done in good faith in the execution or intended execution of the person’s duty or for any alleged neglect or default in the execution in good faith of the person’s duty. R.S.O. 1990, c. M.11, s. 9.

Tax exemption

10. (1) The real property vested in or leased to the Corporation is exempt from taxation for municipal and school purposes so long as it is actually used and occupied for the purposes of the Corporation. R.S.O. 1990, c. M.11, s. 10 (1).

(2) Repealed: 1997, c. 26, Sched.

Earnings of Corporation

11. (1) The income, revenues and profits earned by the Corporation shall be applied only to the furtherance of the objects of the Corporation. R.S.O. 1990, c. M.11, s. 11 (1).

Surplus money

(2) Any surplus money of the Corporation shall, on the order of the Lieutenant Governor in Council, be paid to the Treasurer of Ontario and shall form part of the Consolidated Revenue Fund. R.S.O. 1990, c. M.11, s. 11 (2).

Grants or loans

(3) The Minister may make grants or loans to the Corporation. R.S.O. 1990, c. M.11, s. 11 (3).

Fiscal year

12. (1) The fiscal year of the Corporation begins on the 1st day of April in each year and ends on the 31st day of March in the following year. R.S.O. 1990, c. M.11, s. 12 (1).

Audit

(2) The Board shall appoint one or more auditors licensed under the Public Accountancy Act to audit the accounts and transactions of the Corporation annually. R.S.O. 1990, c. M.11, s. 12 (2).

Note: On a day to be named by proclamation of the Lieutenant Governor, subsection (2) is amended by the Statutes of Ontario, 2004, chapter 8, section 46, Table by striking out “Public Accountancy Act” and substituting “Public Accounting Act, 2004”. See: 2004, c. 8, ss. 46, Table; 51 (2).

Review by Auditor General

(3) The audit of the accounts of the Corporation is subject to the review of the Auditor General. R.S.O. 1990, c. M.11, s. 12 (3); 2004, c. 17, s. 32.

Annual report

13. The Corporation shall, after the close of each fiscal year, deliver to the Minister an annual report upon the affairs of the Corporation including the audited financial statements signed by the chair of the Board and one other director, and the Minister 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 the next session. R.S.O. 1990, c. M.11, s. 13.

Crown agency

14. The Corporation is a Crown agency within the meaning of the Crown Agency Act. R.S.O. 1990, c. M.11, s. 14.

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