BILL NO. 142

(a) a full-time Chair who is not representative of tenants, landlords, developers or other parties or groups with interests directly related to housing or to services that may be provided pursuant to this Act;

(b) one or more other directors who are not representative of tenants, clients, landlords, developers or other parties or groups with interests directly related to housing, as the Governor in Council considers necessary from time to time to enable the Board to function effectively; and

(c) such other directors who are representative of tenants, landlords, developers or other parties or groups with interests directly related to housing or to services that may be provided pursuant to this Act as the Governor in Council considers necessary from time to time to enable the Board to function effectively.

(2) The Governor in Council shall appoint the directors, who must not be persons employed in the public service of the Province.

(3) The Governor in Council shall designate a director as Vice-chair to act in the absence of the Chair or in the case of a vacancy, and the provisions of subsections 14(1), (2) and (3) apply mutatis mutandis to the Vice-chair while acting under this subsection.

(4) The Board shall consist of no more than nine directors, including the Chair and Vice-chair, at any time.

14 (1) The Chair shall not accept or hold any office, membership, employment or interest, or engage in any business activity, that is inconsistent with the proper performance of the duties and functions of the Chair.

(2) Where an interest that is prohibited under subsection (1) vests, by whatever means, in the Chair, the Chair shall disclose the interest to the Minister without delay and, within a reasonable time, either divest himself or herself of the interest or resign as Chair.

(3) Where the Chair fails to divest himself or herself of an interest or resign, as required by this Section, the Governor in Council may declare the office of the Chair vacant.

(4) The Chair shall devote the whole of the Chair's time to the performance of the Chair's duties and functions under this Act. 

15 (1) The Chair shall be appointed for a term not exceeding five years and may be re-appointed.

(2) The other directors shall be appointed for a term not exceeding three years and may be re-appointed.

(3) The appointment of the Chair, the Vice-chair or any other director may be revoked by the Governor in Council for cause. 

16 Subject to Section 32, the Chair, the Vice-chair and the other directors shall be paid the remuneration fixed by the Governor in Council, and any actual and reasonable expenses incurred by them in the discharge of their duties. 

17 (1) For the purpose of the Public Service Superannuation Act only, the Chair is and is deemed to be a person employed in the public service of the Province and full-time service in the employment of the Board is and is deemed to be public service.

(2) The Board shall deduct from the salary of the Chair such amount as is directed by the Governor in Council to be deducted from the salary of employees in the public service of the Province, and shall pay the same to the Minister of Finance, and such amount when so received must be paid into and form part of the Superannuation Fund pursuant to the Public Service Superannuation Act.

(3) Subject to Section 32, where, by the Public Service Superannuation Act, a payment is directed to be made into the Superannuation Fund by the Government of the Province or by the Minister of Finance, or where by such Act a superannuation allowance or other sum is directed to be paid out of the General Revenue Fund of the Province, then, in respect of the Chair, the payment, superannuation allowance or other sum must be defrayed by the Board and forms part of the annual expenses of the Board. 

18 The Chair, the Vice-chair and each of the other directors shall, before entering office, be sworn to the faithful performance of their duties and shall file with the Minister an oath or affirmation of office to that effect in the following form:

19 (1) Subject to this Act, the management and control of the affairs of the Corporation are vested in the Board and the Board may exercise the powers of the Corporation.

(2) The Board shall perform the duties and functions required or authorized to be performed by the Board, and may exercise such powers as may be conferred on the Board, under this or any other Act of the Legislature or under the regulations.

(3) The Board shall perform such other duties and functions as may be required or authorized to be performed by the Board, and may exercise such other powers as may be conferred on the Board, from time to time by the Governor in Council.

(2) As soon as is practical after the commencement of each calendar year, the Chair shall set the date and location of each meeting and provide the dates and locations of the meetings to the directors.

(3) A majority of the directors may request that the Chair convene a meeting of the Board, which request must be in writing and include the information reasonably required by the Chair to prepare and distribute an agenda in accordance with Section 22.

(4) Subject to subsection (1), where a meeting is requested pursuant to subsection (3), the Chair shall, no later than fourteen days following receipt of the written request, give notice to the directors setting out the date and location of the meeting, which meeting must be held within two months of the date upon which the request to convene a meeting was received by the Chair.

(5) Where the office of the Chair is vacant, the Vice-chair may exercise the powers otherwise given to the Chair to set the date and location of a meeting, and give notice of the meeting to the other directors.

(6) Meetings of the Board must be held in the Province.

(7) The record of attendance at meetings of the Board for each director, including the Chair, must be included in the Corporation's annual report.

(8) Where any director, including the Chair, participates in a meeting of the Board by means of a telephone conference or other communication facility as is permitted under Section 23, the director is deemed to be in the Province for the purpose of the meeting.

21 (1) A majority of the directors constitutes a quorum, but such quorum must include a majority of the directors who are representative of parties or groups with interests directly related to housing.

(2) Where a quorum is not present within one hour of the time specified for a meeting of the Board, the directors present shall adjourn the meeting and not transact any other business.

(3) Where, during a meeting, a quorum is lost, the directors remaining at the meeting shall adjourn the meeting and not transact any further business.

(4) A meeting is validly constituted if a quorum is present, notwithstanding that a director position is vacant.

(5) Where a meeting does not proceed because a quorum is not present or because a quorum is lost during a meeting, the Chair shall set the date and location of another meeting to occur within thirty days of the meeting that did not proceed.

22 (1) The Chair, or any other person authorized to do so under this Act, shall cause written notice of each meeting of the Board to be given to the directors not less than seven days before the meeting.

(2) The notice of a meeting must

(a) specify the date, time and location of the meeting;

(b) include an agenda for the meeting; and

(c) whenever possible, be accompanied by any reports or other documentation to be considered at the meeting.

(3) Subject to the by-laws, nothing in this Section precludes a director from bringing forth any matter for discussion at a meeting, and business not included in the agenda for a meeting may be conducted at a meeting.

23 A meeting of the Board or any committee of the Board may be held, or a director, including the Chair, may participate in a meeting of the Board, by means of a telephone or other communication facility that permits all persons participating in the meeting to speak to and hear each other, and a director participating in a meeting by such means is deemed to be present at the meeting and is counted in determining whether a quorum is present.

24 (1) A director may waive notice of a meeting of the Board in writing.

(2) A director is deemed to have waived notice of a meeting of the Board by attending at the meeting without objection.

25 The Board may enact by-laws not inconsistent with this Act for the purpose of regulating its proceedings and for the conduct and management of the Corporation's affairs.

26 Subject to Section 32, the Board shall appoint a recording secretary, who need not be a director, to keep minutes or records of all meetings, proceedings and acts of the directors, which minutes or records must be provided to the directors for verification at the next meeting of the Board.

27 Subject to Section 32, where necessary for the administration of this Act, a Chief Executive Officer of the Board may be employed.

28 (1) The Board shall have an official seal.

(2) The failure to affix a seal to an agreement or other document of the Board does not affect the validity of the agreement or document or any proceedings in relation to it.

29 (1) All decisions of the Corporation must be made by a resolution passed at a meeting of the Board by an affirmative vote of the majority of the directors.

(2) A resolution in writing, signed by all of the directors, is as valid as if it had been passed at a meeting of the Board duly called, constituted and held.

30 No act of the Corporation done and carried out in good faith is invalid or ineffective by reason only that it is subsequently discovered or determined that there exists some defect in the appointment, removal or qualification of any director.

31 (1) All agreements and other documents to be executed on behalf of the Corporation must, after being approved by the Board, be signed and sealed by the Chair.

(2) Where the office of the Chair is vacant or the Chair is unavailable, the Vice-chair may exercise the power otherwise given to the Chair to execute agreements and other documents approved by the Board under subsection (1).

(3) Notwithstanding subsections (1) and (2), the Board may delegate to the Chief Administrative Office the power to execute agreements and other documents on behalf of the Corporation.

32 The money required for the purpose of subsection 13(1), Section 16, subsections 17(3) and 20(1) and Sections 26 and 27 shall be paid out of money appropriated for that purpose by the Legislature.

33 No action lies for damages or otherwise against any director or employee of the Corporation in relation to any act or omission done in good faith under this Act or the regulations by any director or employee of the Corporation.

34 (1) The Governor in Council may make regulations

(a) respecting the management and supervision of the Corporation including, without limiting the generality of the foregoing, its seal and the execution of documents;

(b) respecting the lending of money by the Corporation pursuant to Section 9;

(c) respecting the remuneration and expenses of the Chair, the Vice-chair and the other directors;

(d) respecting the jurisdiction of the Board, and conferring additional powers, functions, duties and responsibilities upon it;

(e) respecting the keeping of a record of matters or proceedings before the Board;

(f) defining any word or expression used but not defined in this Act;

(g) respecting any matter or thing the Governor in Council considers necessary or advisable to effectively carry out the intent and purpose of this Act.

(2) The exercise by the Governor in Council of the authority contained in subsection (1) is a regulation within the meaning of the Regulations Act.