1995 Legislative Session: 4th Session, 35th Parliament
FIRST READING
The following electronic version is for informational purposes only.
The printed version remains the official version.
HONOURABLE GLEN CLARK
MINISTER OF EMPLOYMENT
AND INVESTMENT
Contents
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WHEREAS the desires of the people of the Columbia Basin were not adequately considered in the original negotiations of the Columbia River Treaty;
AND WHEREAS the government desires to include the people of the Columbia Basin in decisions that affect their lives and determine their future;
AND WHEREAS the government intends to work with the people of the Columbia Basin to ensure that benefits derived from the Columbia River Treaty help to create a prosperous economy with a healthy, renewed natural environment;
THEREFORE HER MAJESTY, by and with the advice and consent of the Legislative Assembly of the Province of British Columbia, enacts as follows:
1 In this Act:
"corporation", except in sections 16 and 17 (a), means the Columbia Basin Trust established by section 2;
"director" means a member of the board of directors of the corporation;
"government corporation" has the same meaning as in the Financial Administration Act;
"public servant" means a person employed by or under contract to
(a) the government,
(b) a municipal or regional district government, or
(c) any entity controlled or created by one or more of those governments;
"region" means that area of British Columbia comprising
(a) the Regional District of Central Kootenay,
(b) that portion of the Fraser-Fort George Regional District commencing at the southwest corner of Lot 7383, Cariboo Land District; then easterly along the southerly boundary of Lot 7383 and the northerly boundary of Lot 3103, Kamloops Division of Yale Land District, to the northeast corner of Lot 3103; then due east to the westerly boundary of the watershed of the Canoe River; then southerly along said boundary to the southerly boundary of the watershed of Foster Creek; then easterly along said boundary to Canoe River and continuing easterly across Canoe River to and along the southerly boundary of the watershed of Baker Creek to the easterly boundary of British Columbia; then northwesterly along that boundary and continuing along the line of the summit of the Rocky Mountains to the southerly boundary of the watershed of the Fraser River; then northwesterly along that southerly boundary to the southerly boundary of the watershed of Swift Creek; then in a westerly direction along that watershed boundary to the easterly and southerly boundaries of the watershed of the McLennan River, being also the northerly boundary of the watershed of the Canoe River; then westerly southerly, and easterly along the watershed boundary of the Canoe River to a point lying due west of the southwest corner of Lot 7383, Cariboo Land District; then east to that corner, being the point of commencement,
(c) that part of the Columbia Shuswap Regional District comprised of Electoral Area A, Electoral Area B, the Town of Golden and the City of Revelstoke,
(d) that part of the Kootenay Boundary Regional District comprised of Electoral Area A, Electoral Area B, the City of Trail, the City of Rossland, the Village of Warfield, the Village of Fruitvale and the Village of Montrose, and
(e) the East Kootenay Regional District,
or such other part of British Columbia that the Lieutenant Governor in Council may, after consultation with the corporation, prescribe;
"regional allocation" means any money paid by the government to the corporation for the corporation's purposes under this Act;
"tribal council" means the Ktunaxa-Kinbasket Tribal Council.
Part 2 -- Columbia Basin Trust
2 (1) There is established a corporation known as the Columbia Basin Trust consisting of a board of directors appointed under section 5.
(2) The corporation has the power and capacity of a natural person of full capacity.
(3) The fiscal year of the corporation is the period of 12 months beginning on April 1 in each year and ending on March 31 in the next succeeding year.
(4) The corporation may have a corporate seal which may be engraved, lithographed, printed or otherwise mechanically reproduced.
(5) The corporation is not an agent of the government.
3 (1) The capital of the corporation is one share with a par value of $10.
(2) The share in the corporation must be issued to and registered in the name of the Minister of Finance and Corporate Relations and must be held by that minister on behalf of the government.
4 (1) The purpose of the corporation is to invest, spend and otherwise manage the regional allocation and the corporation's other assets, including any assets that may be transferred to it, for the ongoing economic, environmental and social benefit of the region including, without limitation, for
(a) the social well being of the residents of the region,
(b) the preservation, protection and enhancement of the environment of the region,
(c) the economic development of the region, and
(d) any other prescribed purposes.
(2) Nothing in subsection (1) relieves any level of government from any obligations it might have with respect to the region.
5 (1) There must be appointed to the board of directors of the corporation 18 individuals resident in the region of whom
(a) 2 must be appointed by the board of the Regional District of Central Kootenay,
(b) 2 must be appointed by the board of the Fraser- Fort George Regional District,
(c) 2 must be appointed by the board of the Columbia Shuswap Regional District,
(d) 2 must be appointed by the board of the Kootenay Boundary Regional District,
(e) 2 must be appointed by the board of the East Kootenay Regional District,
(f) 2 must be appointed by the tribal council, and
(g) 6 must be appointed by the Lieutenant Governor in Council.
(2) Subject to subsection (3), the term of office of a director is 2 years, beginning on April 1 and ending on the second March 31 to follow the beginning of the director's term, and a director may be appointed for successive terms.
(3) One of the first 2 directors appointed under each of paragraphs (a) to (f) of subsection (1) and 3 of the first 6 directors appointed under subsection (1) (g) must be appointed for a term ending on the first March 31 to follow their appointments and the remainder of the first directors must be appointed for a term ending on the second March 31 to follow their appointments.
(4) No act or proceeding of the directors is invalid by reason only of there being in office less than the number of directors required by subsection (1).
6 (1) For the purposes of this section and section 5 (1)
(a) to (e), an individual is appointed as a director by the board of a regional district if there is provided to the minister by the secretary of that board
(a) a statement confirming the director's appointment, signed by the secretary of that board, and
(b) a consent to act as a director for the corporation, signed and dated by the appointee within 90 days before the date on which the consent is provided to the minister.
(2) For the purposes of this section and section 5 (1) (f), an individual is appointed as a director by the tribal council if there is provided to the minister by the secretary of the tribal council
(a) a statement confirming the director's appointment, signed by at least 3 of the chiefs of the member bands of the tribal council, and
(b) a consent to act as a director for the corporation, signed and dated by the appointee within 90 days before the date on which the consent is provided to the minister.
(3) A regional district board or the tribal council may adopt any process that it considers appropriate, including any process for elections, for the purpose of choosing appointees for directors under subsection (1) or (2), as the case may be.
(4) At least 21 days before the expiry of the term of a sitting director appointed by a regional district board or the tribal council, the regional district board or tribal council that appointed that sitting director must appoint a replacement director to take office on the expiry of the sitting director's term.
(5) If the regional district board or tribal council referred to in subsection (4) does not appoint a replacement director at least 21 days before the expiry of the term of the sitting director, the Lieutenant Governor in Council may appoint any individual the Lieutenant Governor in Council considers appropriate to fill the required position effective on the expiry of the sitting director's term and that appointee is deemed, for the purposes of this section and sections 7 and 8, to be a director appointed by the regional district board or tribal council.
7 (1) The board of a regional district may replace a director appointed by the regional district board by providing to the minister
(a) a statement revoking the director's appointment, signed by the secretary of that board, and
(b) the records required under section 6 (1) for the appointment of the replacement director by that regional district board.
(2) The tribal council may replace a director appointed by the tribal council by providing to the minister
(a) a statement revoking the director's appointment, signed by at least 3 of the chiefs of the member bands of the tribal council, and
(b) the records required under section 6 (2) for the appointment of the replacement director by the tribal council.
(3) The term of office of a replacement director appointed under this section is the unexpired portion of the term of office of the director being replaced.
8 (1) If a director of the corporation appointed by a regional district board or the tribal council ceases, for any reason, to be a director before the end of the term for which that individual was appointed,
(a) the corporation must provide notice of the vacancy to the minister and the regional district board or the tribal council that appointed that director, and
(b) subject to section 24 (3), the regional district board or tribal council must promptly appoint a replacement director for the unexpired portion of the term by providing to the minister the statement and consent required under section 6 for the appointment of a director by that regional district board or tribal council.
(2) If a regional district board or the tribal council referred to in subsection (1) does not make the required appointment within 60 days after receiving a notice under subsection (1) (a) or, in the case of an office declared vacant under section 24, within 60 days after the date on which an appointment may, under section 24 (3), be made to fill the office, the Lieutenant Governor in Council may appoint any individual the Lieutenant Governor in Council considers appropriate to fill the required position.
(3) A director appointed by the Lieutenant Governor in Council under subsection (2) is deemed, for the purposes of sections 6 (4) and (5) and 7 and this section, to be a director appointed by the regional district board or tribal council referred to in subsection (1).
9 (1) The directors are to manage the affairs of the corporation or supervise the management of those affairs and may
(a) exercise the powers conferred on them under this Act,
(b) exercise the powers of the corporation on behalf of the corporation, and
(c) delegate the exercise or performance of any power or duty conferred or imposed on them to the chief executive officer of, or to a person employed by, the corporation.
(2) Subject to section 10, the directors may pass the resolutions they consider necessary or advisable for the management of the affairs of the corporation and for the exercise of their powers or performance of their duties including, without limitation, resolutions in respect of the procedure to be followed at meetings of directors.
(3) A resolution of the directors is passed if
(a) the majority of the directors present at a meeting of directors at which a quorum is present vote in favour of the resolution, or
(b) the resolution is approved by the required number of directors by telex, telegraph, facsimile transmission, telephone or any other similar means of communication and that approval is confirmed in writing or other graphic communication.
(4) The directors must appoint one of the directors as the chair of the board.
10 (1) The directors must meet at least 6 times a year and at least one of those meetings in each year must be open to the public.
(2) The directors must give reasonable notice to the residents of the region of every meeting that is to be open to the public.
(3) A majority of the directors holding office constitutes a quorum at meetings of directors.
(4) The directors must prepare and maintain records containing minutes of meetings and resolutions of the directors and any committee appointed by the directors.
11 The corporation may pay to a director
(a) an allowance for reasonable travelling and incidental expenses necessarily incurred in attending the meetings of the corporation, and
(b) if the director is not a member of the Legislative Assembly or a public servant and is not receiving remuneration from any other source for acting as a director of the corporation, remuneration at a rate that does not exceed a rate determined by the minister after considering the rates paid to directors in government corporations of a similar size or with similar duties or functions.
12 (1) The directors must appoint an individual as the chief executive officer of the corporation.
(2) The chief executive officer must carry out those functions and perform those duties that are specified in the resolutions of the corporation.
(3) The chief executive officer, to the extent authorized by the directors, may appoint officers and hire employees necessary to carry on the business and operations of the corporation and may define their duties and determine their remuneration.
(4) The Public Service Act, the Public Service Benefit Plan Act, the Pension (Public Service) Act and the Public Service Labour Relations Act do not apply to the corporation or to a director, officer or employee of the corporation.
13 (1) The directors must establish one or more advisory committees, each of which is to consist of not less than 7 individuals appointed in accordance with this section, to
(a) provide advice and make recommendations to the directors about the application of the regional allocation,
(b) anticipate and identify regional economic, environmental and social needs, and
(c) assist the directors to develop short and long term plans for the operations of the corporation.
(2) Each advisory committee is to consist of individuals appointed to reflect the diverse interests and needs of the region.
(3) An individual who is an employee, officer or director of the corporation must not be appointed to an advisory committee established under subsection (1).
(4) The corporation may pay the members of an advisory committee a reasonable allowance for travelling and incidental expenses necessarily incurred in carrying out the business of the committee.
14 (1) Subject to the approval of the Lieutenant Governor in Council and the Minister of Finance and Corporate Relations, the corporation, for the purpose of carrying out any power, right, function or duty conferred or imposed on it under this or any other Act, may borrow money from the government and may issue securities in the form and on terms and condi tions determined by the Minister of Finance and Corporate Relations at or before the time the securities are issued.
(2) The Financial Administration Act applies to the corporation as if the corporation were a government corporation.
15 (1) Within 2 years of the appointment of the first directors of the corporation, the directors must prepare a long term Columbia Basin Management Plan setting out the corporation's objectives, priorities and programs in relation to the matters referred to in section 4 (1).
(2) The directors must approve the long term plan prepared under subsection (1)
(a) at the first public meeting to be held under section 10 (1) after the drafting of the plan is completed, or
(b) if it is not possible to approve the plan at that meeting, at a public meeting held as soon as practicable after the meeting referred to in paragraph (a).
(3) In preparing the long term plan, the corporation must solicit input from the residents of the region on the matters in respect of which the plan is to be made.
(4) The directors may amend the long term plan from time to time and must approve any amendments proposed to be made to the long term plan
(a) at the first public meeting to be held under section 10 (1) after the drafting of the proposed amendments is completed, or
(b) if it is not possible to approve the amendments to the plan at that meeting, at a public meeting held as soon as practicable after the meeting referred to in paragraph (a).
(5) In preparing amendments for the long term plan, the corporation must solicit input from the residents of the region on the matters in respect of which the amendments are to be made.
(6) Before preparing the long term plan, the first directors of the corporation must, within one year of their appointment, prepare a plan setting out the corporation's more immediate and short term objectives, priorities and programs in relation to the matters referred to in section 4 (1).
(7) The directors must approve the short term plan
(a) at the first public meeting held under section 10 (1), or
(b) if it is not possible to approve the plan at that meeting, at a public meeting held as soon as practicable after that first public meeting.
(8) In preparing the short term plan, the corporation must solicit input from the residents of the region on the matters in respect of which the plan is to be drawn.
(9) The directors may amend the short term plan from time to time and, after approval of the long term plan under subsection (2) or any amendment to the long term plan under subsection (4), must amend the short term plan to accord with the long term plan.
(10) The directors must approve any amendments proposed to be made to the short term plan
(a) at the first public meeting to be held under section 10 (1) after the drafting of the proposed amendments is completed, or
(b) if it is not possible to approve the amendments to the plan at that meeting, at a public meeting held as soon as practicable after the meeting referred to in paragraph (a).
(11) In preparing amendments for the short term plan, the corporation must solicit input from the residents of the region on the matters in respect of which the amendments are to be made.
Part 3 -- Conflict of Interest
16 In this Part:
"child" includes, in relation to a director, an individual whom the director has demonstrated a settled intention to treat as a member of the director's family;
"controlling interest" means
(a) an interest, other than an interest by way of security only, that a director must disclose under section 5 (1) of the Financial Disclosure Act, or
(b) an interest, other than an interest by way of security only, in shares of a corporation carrying in the aggregate more than 10% of the votes for the election of the directors of that corporation;
"court" means the Supreme Court;
"meeting" means a meeting of the directors or of a committee of directors;
"pecuniary interest" means, with respect to a director, an interest in a matter that could monetarily affect the director and includes an indirect pecuniary interest referred to in section 17;
"senior officer" has the same meaning as in the Company Act;
"spouse" means, in relation to a director, an individual who is married to the director or an individual who is living with the director as husband and wife and has lived in that capacity for a continuous period of at least 2 years but does not include a husband or a wife who is separated and living apart from the director and who
(a) has entered into a written agreement under which the individual and the director have agreed to live apart, or
(b) is subject to a court order recognizing the separation.
17 For the purposes of this Part, a director has an indirect pecuniary interest in any matter in which the corporation is concerned if
(a) the director or the director's nominee
(i) is a shareholder in or a director or senior officer of a corporation that does not offer its securities to the public and that corporation has a pecuniary interest in the matter, or
(ii) has a controlling interest in or is a director or senior officer of a corporation that offers its securities to the public and that corporation has a pecuniary interest in the matter, or
(b) the director is a partner of a person, is a member of a firm or is in the employment of a person or firm that has a pecuniary interest in the matter.
18 For the purposes of this Part, the pecuniary interest of a spouse, parent or child of the director is, if that pecuniary interest is known to the director, also the pecuniary interest of the director.
19 (1) If a director has any pecuniary interest in any matter and is present at a meeting at which the matter is considered, the director
(a) must disclose at the meeting the director's pecuniary interest and the general nature of the pecuniary interest,
(b) must not take part in the discussion of or vote on any question in respect of the matter, and
(c) must not attempt in any way, whether before, during or after the meeting, to influence the voting on any question in respect of the matter.
(2) If the meeting referred to in subsection (1) is not open to the public, the director must, in addition to complying with the requirements of that subsection, immediately leave the meeting at any time during which the matter is under consideration.
(3) If, by reason of a director's absence from a meeting at which a matter is considered, the pecuniary interest of the director in the matter is not disclosed as required by subsection (1), the director must disclose the pecuniary interest and otherwise comply with the requirements of subsec tions (1) and (2) at the first meeting of the board of directors attended by the director after the meeting referred to in that subsection.
20 Section 19 does not apply to a pecuniary interest that a director has in any matter if
(a) the pecuniary interest is one that the director has in common with the residents of the region generally,
(b) the director has the pecuniary interest by reason of the director being entitled to receive any indemnity, expenses or remuneration payable to one or more directors of the corporation in respect of the matter,
(c) the director has the pecuniary interest by reason only that the director is a member of an association incorporated or continued under the Cooperative Association Act or of a credit union as defined in the Credit Union Incorporation Act and that the association or credit union has dealings or contracts in respect of the matter with the corporation, or
(d) the pecuniary interest of the director is so remote or insignificant in its nature that it cannot reasonably be regarded as likely to influence the director.
21 (1) If a meeting is open to the public, every disclosure at that meeting of pecuniary interest and the general nature of it made under section 19 must be recorded in the minutes of the meeting.
(2) If a meeting is not open to the public, the fact that a disclosure of pecuniary interest was made under section 19, but not the general nature of that interest, must be recorded in the minutes of the next meeting that is open to the public.
22 (1) When the number of directors who, by reason of this Part, are disabled from participating in a meeting is such that at that meeting the remaining directors are not of sufficient number to constitute a quorum, the corporation may apply to the court, without notice to any person, for an order authorizing the remaining directors to consider, discuss and vote on the matter out of which the pecuniary interest arises.
(2) The court, on application under subsection (1) and after giving any direction as to service that the court considers appropriate, may declare that section 19 does not apply to the board of directors in respect of the matter in relation to which the application was brought, and the board of directors may then consider, discuss and vote on the matter in the same manner as though none of the directors had any pecuniary interest in the matter, subject only to any conditions and directions that the judge considers appropriate and orders.
23 (1) Subject to subsection (3), a resident of the region may, within 6 weeks after the resident becomes aware that a director may have contravened section 19, apply to the court in the manner prescribed by the Rules of Court for a determination of the question of whether the director has contravened section 19.
(2) The applicant must state the grounds for alleging a contravention of section 19 by the director.
(3) An application must not be brought under subsection
(1) after the expiration of 4 years from the time at which the contravention is alleged to have occurred.
24 (1) If the court determines that an individual, while holding the office of director, has knowingly contravened section 19, the court
(a) must, subject to subsection (2), in the case of an individual currently holding office as a director, declare the office of the director vacant, and
(b) may, if the contravention has resulted in financial gain, require the individual to make restitution to the party suffering the loss or, if that party is not readily ascertainable, to the corporation.
(2) If the court determines that an individual who is currently holding the office of director contravened section 19 and finds that the contravention was committed through inadvertence or by reason of a good faith error in judgment, the court need not declare that individual's office vacant under subsection (1).
(3) An office declared vacant under subsection (1) must remain vacant if the decision is appealed and no appointment to fill the office may be made until the final determination of the matter or until the end of the director's term of office, whichever is earlier.
25 The failure of an individual to comply with section 19 does not of itself invalidate any proceedings of the board of directors, but the proceedings are voidable at the instance of the board within 2 years after the date of the passing of the resolution in respect of which the failure occurred, unless invalidation of the proceedings would adversely affect the rights of another person who
(a) acquired those rights under or by virtue of the proceedings, and
(b) acted in good faith and without actual notice of the failure to comply with section 19.
26 (1) The corporation must establish and maintain an accounting system satisfactory to the Minister of Finance and Corporate Relations.
(2) The corporation must, whenever required by the Minister of Employment and Investment, submit detailed accounts of its revenues and expenditures for the period or to the date that minister designates.
(3) All books or records of account, documents and other financial records must at all times be open for inspection by the Minister of Employment and Investment or a person designated by that minister.
(4) The Minister of Finance and Corporate Relations may direct the Comptroller General to examine and report to the Treasury Board on any or all of the financial and accounting operations of the corporation.
27 (1) The corporation must appoint an auditor to audit the accounts and transactions of the corporation.
(2) The accounts of the corporation must, at least once in every year, be audited and reported on by the auditor to the minister and to the corporation and the costs of the audit must be paid by the corporation.
(3) The most recent report of the auditor under subsection (2) must be provided to the next meeting of directors that is open to the public under section 10 (1) and the auditor must attend at that meeting and respond to questions asked at that meeting in respect of the report.
28 (1) The corporation must prepare and deliver to the minister, promptly after the end of each fiscal year of the corporation,
(a) a report of the corporation on its operations for the most recently completed fiscal year, and
(b) an audited financial statement showing, in the form required by the Minister of Finance and Corporate Relations, the assets and liabilities and revenues and expenditures of the corporation at the end of the most recently completed fiscal year.
(2) The financial statement referred to in subsection (1)
(b) must be prepared in accordance with generally accepted accounting principles.
(3) The report and financial statement referred to in subsection (1) must be laid before the Legislative Assembly as soon as practicable.
29 (1) Except as is provided in subsection (2), the Company Act does not apply to the corporation but the Lieutenant Governor in Council may, by regulation, declare that all or part of the Company Act does apply.
(2) Sections 32, 125 and 152 of the Company Act apply to the corporation as if it were a company within the meaning of that Act.
(3) The Company Clauses Act does not apply to the corporation.
30 Section 5 of the Offence Act does not apply to this Act or to the regulations.
31 (1) The Lieutenant Governor in Council may make regulations as referred to in section 41 of the Interpretation Act.
(2) Without limiting subsection (1), the Lieutenant Governor in Council may, after consultation with the corporation, make regulations altering the area included within the definition of the "region".
32 Section 10 of the Water Act, R.S.B.C. 1979, c. 429, is amended by renumbering the section as section 10 (1) and by adding the following subsection:
(1.1) In considering an application under subsection (1) that relates to the region as defined by the Columbia Basin Trust Act, the comptroller or the regional water manager shall consider the current long term Columbia Basin Management Plan adopted for the Columbia Basin Trust under section 15 of that Act.
This Bill creates the Columbia Basin Trust to manage that portion of the downstream benefits available to the Province from the Columbia River Treaty that is to be allocated by the government to the Columbia River region for the economic, environmental and social benefit of the region.
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