Canadian Race Relations Foundation Act

An Act to establish the Canadian Race Relations Foundation Preamble WHEREAS Canada, as a party to the International Convention on the Elimination of All Forms of Racial Discrimination, has resolved to adopt all necessary measures for speedily eliminating racial discrimination in all its forms and manifestations; AND WHEREAS the Canadian Charter of Rights and Freedoms provides that every individual is equal before and under the law and has the right to the equal protection and equal benefit of the law, without discrimination; AND WHEREAS the Constitution of Canada recognizes the importance of preserving and enhancing the multicultural heritage of Canadians and recognizes rights of the aboriginal peoples of Canada; AND WHEREAS the Canadian Multiculturalism Act provides that it is the policy of the Government of Canada to promote the full and equitable participation of individuals and communities of all origins in the continuing evolution and shaping of all aspects of Canadian society and to assist them in the elimination of any barrier to such participation; AND WHEREAS, in concluding the Japanese Canadian Redress Agreement with the National Association of Japanese Canadians, the Government of Canada has condemned the excesses of the past, reaffirmed the principles of justice and equality for all in Canada and undertaken to establish a race relations foundation; NOW, THEREFORE, Her Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts as follows: Short title This Act may be cited as the Canadian Race Relations Foundation Act. Definitions In this Act, Board means the Board of Directors of the Foundation; (conseil) Chairperson means the Chairperson of the Board; (président) director means a member of the Board; (administrateur) Executive Director means the Executive Director of the Foundation appointed pursuant to section 9; (directeur général) Foundation means the Canadian Race Relations Foundation established by section 3; (Fondation) Minister means the member of the Queen’s Privy Council for Canada designated as the Minister for the purposes of the Canadian Multiculturalism Act. (ministre) Foundation established There is hereby established a corporation, to be called the Canadian Race Relations Foundation. Purpose The purpose of the Foundation is to facilitate throughout Canada the development, sharing and application of knowledge and expertise in order to contribute to the elimination of racism and all forms of racial discrimination in Canadian society by undertaking research and collecting data and developing a national information base in order to further understanding of the nature of racism and racial discrimination and to assist business, labour, voluntary, community and other organizations as well as public institutions, governments, researchers and the general public in eliminating racism and racial discrimination; acting as a clearing-house, providing information about race relations resources and establishing links with public, private and educational institutions and libraries; facilitating consultation, and the exchange of information, relating to race relations policies, programs and research; promoting effective race relations training and assisting in the development of professional standards; increasing public awareness of the importance of eliminating racism and racial discrimination; collaborating with business, labour, voluntary, community and other organizations, as well as public institutions and all levels of government, in instituting and supporting programs and activities; and supporting and promoting the development of effective policies and programs for the elimination of racism and racial discrimination. Powers and capacity of Foundation In order to carry out its purpose, the Foundation has the capacity and the rights, powers and privileges of a natural person and, without restricting the generality of the foregoing, the Foundation may initiate, finance and administer programs and activities related to its purpose; acquire any money, securities or other property by gift, bequest or otherwise and hold, expend, invest, administer or dispose of that property, subject to any terms on which it is given, bequeathed or otherwise made available to the Foundation; expend any money provided by Parliament or any other sources for the activities of the Foundation, subject to any terms on which it is provided; undertake, support, publish and disseminate research studies, reports and other documents on its own initiative or at the request of the Minister; initiate, sponsor and support conferences, seminars and meetings; establish scholarly and professional links between the Foundation and universities, colleges and other organizations and persons interested in the Foundation’s work; and undertake any other activities that are conducive to the fulfillment of its purpose and the exercise of its powers. Capacity in Canada The Foundation may carry on its activities throughout Canada. Rights preserved No act of the Foundation, including any transfer of property to or by the Foundation, is invalid by reason only that the act is contrary to this Act or the by-laws of the Foundation. Board of Directors The activities of the Foundation shall be managed by a Board of Directors consisting of a Chairperson and not more than 11 other directors to be appointed by the Governor in Council, on the recommendation of the Minister, after the Minister, taking into account the multicultural character, linguistic duality and regional diversity of Canadian society, has consulted with any governments, institutions, organizations and individuals that the Minister considers appropriate. Criterium for appointment Persons appointed to the Board must have knowledge or experience that will assist the Foundation in fulfilling its purpose. Term of office Each director shall be appointed to hold office for a term not exceeding four years. Reappointment A director is eligible for reappointment to the Board in the same or another capacity. Resignation A director who wishes to resign shall notify the Board in writing to that effect, and the resignation becomes effective when the Board receives the notice or at the time specified in the notice, whichever is the later. Functions of Chairperson The Chairperson shall preside at meetings of the Board and shall perform such other duties as are assigned by the Board. Election of Vice-Chairperson The Board shall elect one of the directors, other than the Chairperson, to be Vice-Chairperson of the Board. Absence or incapacity of Chairperson If the Chairperson is absent or unable to act or if the office of Chairperson is vacant, the Vice-Chairperson may act as Chairperson. Executive Director There shall be an Executive Director of the Foundation, who shall be appointed by the Governor in Council, on the recommendation of the Minister, for a term not exceeding five years. Consultation The Minister shall consult the Board before making any recommendation with respect to the appointment of the Executive Director, other than the first Executive Director. Chief executive officer The Executive Director is the chief executive officer of the Foundation and has supervision over and direction of the work and staff of the Foundation and may engage such officers, employees and agents as are necessary for the proper conduct of the work of the Foundation. Absence or incapacity of Executive Director If the Executive Director is absent or unable to act or if the office of Executive Director is vacant, the Board may authorize a director or an officer or employee of the Foundation to act as Executive Director, but no person may so act for a period exceeding sixty days without the approval of the Governor in Council. Re-appointment The Executive Director is eligible for re-appointment. Ex officio member The Executive Director is ex officio a member of the Board, but has no vote. Fees of directors The Chairperson and other directors shall be paid such fees for their attendance at meetings of the Foundation and for the performance of other duties under this Act as the Governor in Council may fix. Expenses of directors The Chairperson and other directors are entitled to be paid such travel and living expenses incurred by them in the performance of duties under this Act as the Governor in Council may fix. Salary of Executive Director The salary and any other remuneration to be paid to the Executive Director shall be fixed by the Governor in Council. Committees Under such terms and conditions as are fixed by by-law of the Board, the Board may appoint an Executive Committee from among the directors and may appoint advisory and other committees consisting, wholly or partly, of directors and persons who are not directors. Principal office The principal office of the Foundation shall be located in the Municipality of Metropolitan Toronto, Ontario. Access to services The Foundation shall take reasonable measures to provide access to its services throughout Canada, alone or in collaboration with other institutions and organizations. Meetings of the Board The Board shall meet at such times and places as the Chairperson may determine, but it shall meet at least twice in each year. Quorum A majority of the directors in office constitutes a quorum at a meeting of the Board. Deputy Minister The Deputy to the Minister, or a person designated by the Deputy, is entitled to receive notice of all meetings of the Board and of any committees thereof and to attend and take part in, but not to vote at, those meetings. By-laws The Board may make by-laws respecting the duties of the officers, employees and agents of the Foundation; the remuneration and conditions of employment of the officers, employees and agents of the Foundation, other than the Executive Director; the constitution of any committees appointed pursuant to section 12, the role and duties of the committees and the expenses, if any, to be paid to the members of those committees who are not directors; the procedure at meetings of the Board and its committees; the administration, management and control of the property of the Foundation; and the conduct and management of the work of the Foundation. Not an agent The Foundation is not an agent of Her Majesty. Not part of federal public administration The Chairperson, directors, Executive Director, officers, employees and agents of the Foundation are not part of the federal public administration. Financial Administration Act Part X of the Financial Administration Act, except for sections 89.8 to 89.92, subsection 105(2) and sections 113.1, 131 to 148 and 154.01, does not apply to the Foundation. Duty of care When exercising powers and performing duties under this Act, every director and every officer of the Foundation shall act honestly and in good faith with a view to the best interests of the Foundation; exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances; and comply with this Act and the by-laws of the Foundation. Reliance on statements A director or officer is not liable for a breach of duty under subsection (1) if the director or officer relies in good faith on financial statements of the Foundation represented to the director or officer by an officer of the Foundation or in a written report of the auditor of the Foundation fairly to reflect the financial condition of the Foundation; or a report of a lawyer, accountant, engineer, appraiser or other person whose position or profession lends credibility to a statement made by that person. Disclosure of interest in contract A director or officer who is a party to a material contract or proposed material contract with the Foundation, or is a director or officer of, or has a material interest in, any person who is a party to a material contract or proposed material contract with the Foundation, shall disclose in writing to the Foundation the nature and extent of the interest of the director or officer. Disclosure by-laws The Board shall make by-laws respecting the time when and the form and manner in which the disclosure required by subsection (1) shall be made; and the limitation on the participation of a director or officer who has made a disclosure as required by subsection (1) in any proceedings respecting the contract that is the subject of the disclosure. Power to indemnify The Foundation may indemnify a present or former director or officer of the Foundation or any other person who acts or acted at its request as a director or officer of another corporation of which the Foundation is or was a shareholder or creditor, and the person’s heirs and legal representatives, against all costs, charges and expenses, including any amount paid to settle an action or satisfy a judgment, reasonably incurred by the person in respect of any civil, criminal or administrative action or proceeding to which the person is a party by reason of being or having been such a director or officer, if the person acted honestly and in good faith with a view to the best interests of the Foundation or other corporation; and in the case of any criminal or administrative action or proceeding that is enforced by a monetary penalty, the person had reasonable grounds for believing that the person’s conduct was lawful. Insurance The Foundation may purchase and maintain insurance for the benefit of a director or officer, and the director’s or officer’s heirs and legal representatives, against any liability, cost, charge and expense incurred by the director or officer as described in subsection (1). Registered charity The Foundation shall be deemed, for the purposes of the Income Tax Act, to be a registered charity within the meaning of that Act. Payment to Foundation There shall be paid to the Foundation out of the Consolidated Revenue Fund the sum of twenty-four million dollars, of which twelve million dollars shall be paid on behalf of the Japanese Canadian community in commemoration of members of that community who suffered injustices during and after World War II. Endowment Fund The sum of twenty-four million dollars referred to in subsection (1) constitutes the capital of an Endowment Fund to be used only for investment and the earning of income, which income may be expended for the purpose of the Foundation. [Repealed, 2010, c. 12, s. 1698] Dissolution If the Foundation is dissolved, the capital of the Endowment Fund and any unexpended interest thereon, and any of the Foundation’s other property that remains after the payment of the Foundation’s debts and liabilities, or after making adequate provision for their payment, shall be transferred to the Government of Canada and any other government on a proportional basis having regard to their total contributions to the Foundation. Financial year The financial year of the Foundation is the period beginning on April 1 in one year and ending on March 31 in the following year. [Repealed, 2005, c. 30, s. 46] Annual report Within four months after the end of each financial year of the Foundation, the Chairperson shall submit to the Minister a report of the activities of the Foundation during that year, including the financial statements of the Foundation and the auditor’s report thereon. Copies for public scrutiny The Foundation shall make copies of the report referred to in subsection (1) available for public scrutiny at the principal office of the Foundation. Tabling in Parliament The Minister shall cause a copy of the report referred to in subsection (1) to be laid before each House of Parliament within the first fifteen days on which that House is sitting after the day on which the Minister has received the report. Review of Act As soon as possible after the fourth anniversary of the coming into force of this Act, the Minister, after consultation with the Board, shall evaluate and prepare a report on the Foundation’s activities and organization, including a statement of any changes that the Minister recommends. The Minister shall cause a copy of the report referred to in subsection (1) to be laid before each House of Parliament within the first fifteen days on which that House is sitting after the report has been completed. Coming into force This Act shall come into force on a day to be fixed by order of the Governor in Council. [Note: Act in force October 28, 1996, see SI/96-98.]