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The Development Corporation Act

REPEALED
Date: April 1, 2014
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C.C.S.M. c. D60

The Development Corporation Act

HER MAJESTY, by and with the advice and consent of the Legislative Assembly of Manitoba, enacts as follows:

Definitions

1(1)        In this Act

"board" means the board of directors of the corporation; (« conseil »)

"chairperson" means the chairperson of the corporation appointed pursuant to subsection 13(1); (« président »)

"community development corporation" means a corporation incorporated under Part XXI of The Corporations Act; (« corporation de développement régional »)

"corporation" means Manitoba Development Corporation; (« Société »)

"family" includes a person who, not being married to a director, is cohabiting with him or her in a conjugal relationship of some permanence; (« famille »)

"general manager" means the general manager of the corporation appointed under subsection 13(1); (« directeur général »)

"industrial enterprise" means an enterprise in which is carried on any industry, trade, business or other undertaking of any kind whatsoever; (« entreprise industrielle »)

"loan committee" means the loan committee continued under subsection 15(1); (« comité des prêts »)

"minister" means the member of the Executive Council charged by the Lieutenant Governor in Council with the administration of this Act. (« ministre »)

Registered common-law relationship

1(2)        For the purposes of this Act, while they are cohabiting, persons who have registered their common-law relationship under section 13.1 of The Vital Statistics Act are deemed to be cohabiting in a conjugal relationship of some permanence.

S.M. 1995, c. 33, s. 6; S.M. 2002, c. 24, s. 20; S.M. 2002, c. 48, s. 28.

PART I

OPERATION OF CORPORATION

Continuance of fund

2           Manitoba Development Fund is continued as a body corporate under the name "Manitoba Development Corporation" and shall consist of the directors from time to time appointed under the provisions of this Act.

Objects

3           The objects of the corporation are to encourage a balanced development of industry in the province and, to that end,

(a) to provide financial or other assistance to

(i) existing industrial enterprises or to industrial enterprises to be established; and

(ii) community development corporations;

(b) to assist the minister in encouraging the owners of capital to invest funds in industrial enterprises in the province;

(c) to provide technical and business advice and guidance to persons and organizations receiving financial assistance from the corporation and on request to provide financial consulting services to other industrial enterprises;

(d) to promote the diversification of business activity in the province, and the rehabilitation and improvement of existing industrial enterprises;

(e) to assist in and encourage the development of export markets for goods produced in whole or in part in the province; and

(f) to emphasize and encourage the expansion and strengthening of small to medium-sized enterprises in the province.

Assistance from public and Govt. of Canada

4(1)        In pursuance of its objects, the corporation shall permit and encourage any person to assist in the achievement thereof by way of providing assistance to the corporation, financial or otherwise; and, subject to subsection (2), the corporation may accept gifts in money or otherwise, grants, or loans, or any or all of them from any person or from the Government of Canada.

Approval of conditions

4(2)        If the making of any such gift, grant, or loan, is conditional on the agreement by the corporation to observe and carry out any terms or conditions, the corporation shall not accept the gift, grant, or loan, unless its acceptance thereof and those terms or conditions are approved by order of the Lieutenant Governor in Council.

Powers

5           The corporation may

(a) subscribe for, obtain, or otherwise acquire and hold, and dispose of shares, share warrants and securities of any company or acquire assets or any interest of any person carrying on any business capable of being conducted to enhance the industrial development of the province or any part thereof;

(b) acquire, develop, maintain, manage, operate, rent, let on hire, option or dispose of industrial sites, buildings, plants, machinery, equipment and utilities or any interest in the foregoing, and enter into agreements with a municipal corporation or municipal development corporations or any other companies for that purpose;

(c) subject to the approval of the Lieutenant Governor in Council, cause to be incorporated, establish, make loans to and operate corporations and dispose of shares, assets or interest in the shares or the assets of such corporations and grant options respecting the same to prospective purchasers;

(d) generally exercise the powers set out in Part III of The Corporations Act.

Forms of loans

6           The corporation may provide financial assistance in such forms as it may decide; and, without restricting the generality of the foregoing, it may make loans

(a) to borrowers other than community development corporations for the provision of fixed capital, or working capital, or for both those purposes;

(b) subject as herein provided, to assist community development corporations to finance

(i) the construction, extension, or improvement, of buildings that are to be used wholly for the purposes of industrial enterprises;

(ii) the purchase of land on which there is an existing building that is to be used wholly for the purposes of industrial enterprises, or of land upon which such a building is to be constructed; and

(iii) the provision of facilities such as

(A) industrial sites;

(B) roads;

(C) sewerage systems;

(D) water supply systems; and

(E) electric power and light systems;

solely for the purposes of, and to encourage the establishment of industrial enterprises.

Encouragement of assistance from other institutions

7(1)        In providing for financial assistance, the corporation shall seek to do so in such a manner, and under such conditions, as will encourage other lending institutions and financial institutions to assist in financing the enterprise in respect of which the financial assistance is provided by the corporation.

General considerations in making loans

7(2)        In making a loan, the corporation shall take into consideration

(a) the requirements for the enterprise in respect of which the loan is sought;

(b) the risk involved;

(c) the terms upon which similar loans are normally made by lending institutions;

(d) the new employment likely to be created in the province by the enterprise in respect of which the loan is sought;

(e) whether the enterprise for which the loan is sought will produce products for export outside the province; and

(f) social significance, external costs such as pollution costs and the effects on income levels;

and, in fixing the terms and conditions on which the loan is made, the corporation shall take those considerations into account.

Board may fix rates of interest

7(3)        The board may, by resolution,

(a) fix or vary the rates of interest payable on loans made by the corporation;

(b) authorize the loan committee, subject to subsection (5), to fix or vary, by resolution, the rates of interest payable on loans made by the corporation;

(c) fix terms and conditions with which the loan committee shall comply in fixing or varying the rates of interest payable on loans made by the corporation;

but no resolution varying the rates of interest payable on the loans has retroactive effect.

Limitation on interest rate

7(4)        The rate of interest payable on any loan by the corporation shall exceed the rate of interest at which the government could, at the time when the loan is approved by the corporation, borrow moneys on the security of its long term debentures as estimated monthly by the Minister of Finance.

Restrictions on community development corporations

7(5)        A community development corporation to which moneys are loaned under clause 6(b) shall not loan any of its funds, whether or not obtained from the corporation, directly to any person or use them for any purpose other than as set out in that clause.

Repayment of loans

7(6)        The corporation may accept from borrowers repayment of the whole or any part of moneys borrowed without requiring notice thereof and without payment of any bonus.

Diversity

7(7)        In making loans, the corporation shall seek to maintain a reasonable industrial and geographical diversity in the total amount loaned and outstanding at any time.

Compliance with Act

7(8)        No loan shall be made or financial assistance given if the making or giving thereof contravenes any provision of this Act.

Reports as to borrowers, etc.

7(9)        Before making a loan or giving other financial assistance under this Act, the corporation may secure such reports and appraisals as the board of directors considers necessary.

Information to be furnished by applicants

7(10)       An applicant for a loan or financial assistance under this Act may be required, if an individual, to appear, and, if a company, to cause such of its directors, officers, or employees as the board may designate to appear, before the board, the general manager, or such other person as may be designated by the board, to submit evidence as to any matter related to the enterprise in respect of which the application is made, as the board, general manager, or other person may require.

Supervision of expenditure of loans

8(1)        The corporation shall supervise the expenditure by each borrower of the moneys loaned to him or her in order to ensure that the moneys are duly expended for the purpose for which they were loaned.

Record of supervision

8(2)        A record of the supervision shall be made in the accounts of the corporation respecting each borrower.

Where money misapplied

8(3)        If at any time, in the opinion of the board, any money loaned under this Act has not been, or is not being, applied for the purpose for which it was advanced, or is not being carefully and economically expended, or if the security depreciates in value, the corporation may refuse to make any further advance and may call in the whole amount then advanced and all interest thereon and declare that amount and interest to be immediately due and payable; whereupon the borrower shall at once repay the moneys borrowed with interest thereon at the rate agreed upon, and in default of payment the corporation has the like remedies for the recovery of the moneys as if the time for repayment thereof has fully arrived.

S.M. 1995, c. 33, s. 6.

Sale of mortgaged security

9           It shall be a term of every loan made that, upon the sale of any land mortgaged to the corporation as security therefor, the loan, shall at the option of the corporation, immediately become due and payable.

Reports as to condition of securities

10          The corporation shall, from time to time, secure reports as to the condition of any securities taken by it for loans under this Act and as to the progress and prospects of the borrower and of the enterprise in respect of which the loan is made; and for that purpose any governmental agency may co-operate with the corporation by rendering assistance of an educational or other nature that appears calculated to facilitate the success of the borrower or of the enterprise.

Advances to protect security

11          Nothing herein prevents the corporation from making advances for the purpose of paying insurance premiums, taxes or other encumbrances, or otherwise to protect any security held in respect of any loan.

Board of directors

12(1)       The business and affairs of the corporation shall be managed by a board of directors consisting of not less than three and not more than five directors appointed by the Lieutenant Governor in Council.

M.L.A. etc. ineligible

12(2)       No person who is a member of the Legislative Assembly of the province or a member of the Senate or House of Commons of the Parliament of Canada is eligible to be a director of the corporation.

Term of office

12(3)       Subject to subsections (4) and (5), each director of the corporation, unless he or she sooner dies, resigns, or is removed from office, shall hold office for three years from the date of appointment, and thereafter until his or her successor is appointed.

Filling of vacancies

12(4)       Where a director of the corporation ceases to be a director prior to the expiration of his or her term of office, any person appointed to fill the vacancy so created, unless the person dies, resigns, or is removed from office, shall hold office for the remainder of the term of office of the person in whose place he or she is appointed, and thereafter until his or her successor is appointed.

Re-appointment of directors

12(5)       Subject to subsection (2), a director of the corporation whose term of office has expired is eligible for re-appointment.

Remuneration of directors

12(6)       A director, other than one who is a member of the civil service, shall be paid the remuneration for his or her services as a director that may be fixed by the Lieutenant Governor in Council.

Expenses of directors

12(7)       A director may be reimbursed for reasonable travelling and other out-of-pocket expenses necessarily incurred in discharging his or her duties as a director.

S.M. 1995, c. 13, s. 2; S.M. 1995, c. 33, s. 6.

Chairperson and general manager

13(1)       The Lieutenant Governor in Council shall designate one director as the chairperson of the board and another as the general manager of the corporation.

Assistant general manager

13(2)       An assistant general manager may be appointed in accordance with the general by-laws of the corporation.

Chairperson to preside at meetings

13(3)       The chairperson shall preside at the meetings of the board and the loan committee.

General manager as chairperson

13(4)       The general manager may act as chairperson if the chairperson is absent or unable to act or the office of chairperson is vacant.

Interim chairperson

13(5)       The board of directors may designate one of its members to act as chairperson on an interim basis if

(a) the chairperson is absent or unable to act or the office of chairperson is vacant; and

(b) the general manager is absent or unable to act as chairperson or there is no general manager because that office is vacant.

S.M. 1995, c. 13, s. 3; S.M. 1995, c. 33, s. 6.

Use of civil servants

13.1(1)     The corporation may use the services of

(a) such officers or employees of a department of the government for such periods and subject to such terms and conditions as the minister of the department may approve; and

(b) such employees of an agency of the government for such periods and subject to such terms and conditions as the minister responsible for the agency may approve.

Advisors and experts

13.1(2)     The board may engage the services of advisors and persons providing special, technical or professional knowledge or services and provide for and pay their remuneration.

S.M. 1995, c. 13, s. 4.

Board to administer corporation

14(1)       The board shall meet at least annually and shall administer the business and affairs of the corporation and may pass by-laws

(a) to determine the terms and conditions upon which loans generally, or any class of loans, may be made and security to be given therefor;

(b) to select the banks, trust companies, credit unions or other financial institutions in which the moneys of the corporation shall be kept;

(c) to direct the manner in which the books and accounts of the corporation shall be kept;

(d) to prescribe the form in which applications for loans shall be made and the basic or minimum information to be furnished by applicants; and

(e) to regulate its own procedure.

Quorum

14(1.1)     A majority of the directors constitutes a quorum of the board of directors.

Approval of by-laws by minister

14(2)       Any by-law enacted by the board must be approved by the minister.

Limitation of loans

14(3)       Subject to subsection (5), no loan or other financial assistance shall be made or given to a company, organization, firm, or business of which any director of the corporation is a director, officer, owner, or operator or in which he or she has a significant beneficial interest through ownership of capital stock or otherwise.

Appointment of directors of corporate borrowers

14(4)       The board may require, as a condition of making a loan or giving financial assistance to any corporate borrower, that one or more persons nominated by the board, who may be a director of the corporation, be appointed as a director or directors of the corporate borrower to which the loan or assistance is being made or given, to serve while any part of the loan remains unpaid; but neither the corporation nor any person so appointed as a director by the corporation is liable for wages or any other sums due for services by virtue of such an appointment.

Appointment under subsec. (4) does not create significant interest

14(5)       A director of the corporation who is a director of a corporate borrower, solely by reason of being nominated in accordance with subsection (4), does not have a significant beneficial interest in the corporate borrower by reason only of the fact, and the director shall not be excluded from meetings of the board or from voting on any matter relating to the corporate borrower by reason only of that fact.

Limitation on actions of directors where financial interest involved

14(6)       No director shall be present at any meeting of the board during a time at which there is under discussion any matter relating to a company, organization, firm, or business of which he or she is a director, officer, owner, or operator or in which he or she has a significant beneficial interest through ownership of capital stock by himself or herself or members of his or her family or otherwise; and a director shall not vote with respect to any such matter.

Decision as to interest

14(7)       If a question arises as to whether a director has a significant beneficial interest as mentioned in subsection (6), the matter shall be decided by a unanimous vote of the other directors present at a meeting of the board; and their decision is final, and shall be made on the basis that any interest, whether more or less than a controlling interest, that may influence the judgment of a director is a "significant beneficial interest".

Disclosure of facts by directors

14(8)       A director who, under subsection (6), is or may be debarred from being present at the time of the discussion of any matter or from voting thereon shall, when the matter arises, disclose any facts that so debar or may so debar him or her, and shall withdraw; but, if the disability arises by reason of a question as to the director's having a significant beneficial interest as mentioned in subsection (6), and if the other directors declare, as provided in subsection (7) that he or she does not have such a significant interest, the director may resume his or her seat on the board and discuss and vote on the matter.

Offence and penalty

14(9)       A director who contravenes or neglects to comply with this section is guilty of an offence and is liable, on summary conviction, to a fine not exceeding $200.

S.M. 1995, c. 13, s. 5; S.M. 1995, c. 33, s. 6; S.M. 2002, c. 47, s. 30.

Loan committee

15(1)       The loan committee of the corporation is continued consisting of

(a) the chairperson or a person acting as chairperson under subsection 13(4) or (5); and

(b) two other directors to be appointed by resolution of the board.

Powers of loan committee

15(2)       Subject to the by-laws of the corporation, the loan committee is competent to deal with any matter within the competence of the board and shall submit minutes of its proceedings to the board at its next following meeting.

Assistance and advice

15(3)       Subject to subsection (4), the loan committee, in order to discharge its duties, may obtain the advice and assistance of such accountants, surveyors, architects, engineers, solicitors, and other professional or expert personnel as it may deem necessary.

Assistance of government employees

15(4)       The loan committee may, in respect of any matter, seek and obtain the advice and assistance of the officers and employees of any government department, and it shall not seek or obtain the advice or assistance as provided in subsection (3) if, in the opinion of the board, that advice or assistance may be obtained as provided in this subsection.

Meetings of loan committee

15(5)       Regular meetings of the loan committee shall be held at the call of the chairperson at such place and time as the chairperson designates; but reasonable notice of the time and place of each meeting of the loan committee shall be given to the members thereof.

Chairperson to preside at meetings

15(6)       The chairperson or acting chairperson, as the case may be, shall preside at all meetings of the loan committee.

Quorum

15(7)       Two members constitute a quorum of the loan committee.

S.M. 1995, c. 13, s. 6; S.M. 1995, c. 33, s. 6.

Duties of chairperson

16(1)       The chairperson is the chief executive officer of the corporation and, subject to regulatory by-laws of the corporation, is responsible for the management, direction, and control of the operations of the corporation and the day to day administration of its affairs; and the chairperson has general supervision and authority over its officers.

Exercise of powers by chairperson

16(2)       While the board or the loan committee is not in session, the chairperson may exercise the powers conferred upon the corporation by this Act and by regulations made hereunder; and the chairperson shall report thereon to the board or to the loan committee at its next following regular meeting.

S.M. 1995, c. 33, s. 6.

Capital of corporation

17(1)       The capital of the corporation is $1,000.00 divided into 10 shares, each having a par value of $100.00.

Purchase of shares by the government

17(2)       Out of the Consolidated Fund, with moneys authorized by an Act of the Legislature to be so paid and applied, the Minister of Finance, on being so authorized by the Lieutenant Governor in Council, shall purchase the shares of the corporation for an amount equal to their par value.

Issue of shares to minister

17(3)       Subject as herein provided, the shares in the corporation shall be issued to the minister, and shall be held by the minister on behalf of Her Majesty in right of the Province of Manitoba.

Registration of shares

17(4)       The shares in the corporation shall be registered in the name of such minister as the Lieutenant Governor in Council may from time to time direct.

Directors' shares

17(5)       Upon the appointment of each director one share of the capital stock of the corporation held by the minister shall be conclusively deemed to have been issued to, and to be held by, that director without any transfer thereof on the books of the corporation or the issue of any stock certificate to the director with respect thereto.

Re-transfer of directors' shares

17(6)       The share of stock deemed to be held by each director shall be so held by the director in trust for the minister; and it shall be so held only during the director's term of office, and on his or her ceasing to be a director shall be conclusively deemed to have been transferred to, and vested in, the minister without any transfer thereof on the books of the corporation or the issue of any stock certificate to the minister with respect hereto.

Appointment of proxies

17(7)       The minister may, in writing, appoint any person to be his or her proxy and authorize the person to attend, on behalf of the minister, general meetings of the shareholders of the corporation and to vote in respect of the shares held by the minister.

Shares in companies

17(8)       All stock in any company owned by the corporation shall be issued in the name of the corporation.

Qualifying shares in companies

17(9)       With respect to any person acting on behalf of the corporation as a director of a company that is a Manitoba company, qualifying shares of that company shall be deemed to have been issued to and held by that director without any transfer thereof on the books of the company or the issue of any stock certificate to the director with respect thereto.

Transfer of qualifying shares in companies

17(10)      Qualifying shares owned under subsection (9) are held in trust for the corporation and on the person ceasing to be a director shall be conclusively deemed to have been transferred to, and vested in, the corporation without any transfer thereof on the books of the company or the issue of any stock certificate to the corporation with respect thereto.

Transfer of shares in subsidiary company

17(11)      With respect to any subsidiary company that is not a Manitoba company, shares belonging to the corporation and held in the name of any person acting as director on behalf of the corporation shall be held by that person in trust for the corporation; and upon the person ceasing to be a director shall be transferred to the corporation or as directed by the corporation.

S.M. 1991-92, c. 35, s. 2; S.M. 1995, c. 33, s. 6.

Temporary borrowings

18          Subject to any restrictions that may be placed thereon from time to time by the Lieutenant Governor in Council, the corporation may, from time to time, borrow or raise money for its temporary purposes by way of overdraft, line of credit, or loan, or otherwise, upon the credit of the corporation in such amounts, not exceeding in aggregate the amount of $10,000,000. of principal amount outstanding at any one time, upon such terms, for such periods, and upon such conditions as the corporation may determine; and the government may, on such terms as may be approved by the Lieutenant Governor in Council guarantee the payment of the principal and interest on any borrowings of the corporation.

Advances from Cons. Fund

19          To the extent permitted by this Act and by any other Act of the Legislature, the Lieutenant Governor in Council may authorize the Minister of Finance to advance moneys to the corporation for its temporary purposes out of the Consolidated Fund upon such terms as the Lieutenant Governor in Council may determine.

Loans by govt.

20(1)       Subject to any limitation provided in this Act or any other Act of the Legislature, the Lieutenant Governor in Council may authorize the raising by way of loan in the manner provided by The Financial Administration Act of such amounts as the Lieutenant Governor in Council may deem requisite for any of the purposes of the corporation under this Act; and any such sums shall be advanced to, and paid over by the Minister of Finance to, the corporation in such amount as the corporation may from time to time requisition, and the moneys shall be repaid by the corporation to the Minister of Finance at such times and on such terms and conditions as the Lieutenant Governor in Council may direct together with the interest thereon as provided in subsection (2).

Interest on loans

20(2)       The corporation shall pay interest upon the sums of money advanced to it in accordance with this section at rates fixed from time to time by the Lieutenant Governor in Council.

Power to borrow

21(1)       Subject to the approval of the Lieutenant Governor in Council, and subject to subsection (2), the corporation may

(a) raise money by way of loan on the credit of the corporation;

(b) limit or increase the amount to be raised; and

(c) issue notes, bonds, debentures, or other securities of the corporation;

for the purposes of the corporation; and through the Minister of Finance, who shall be its agent in that behalf, it may

(d) sell or otherwise dispose of the notes, bonds, debentures, or securities, for such sums, and at such prices as are deemed expedient;

(e) raise money by way of loan on any such securities; and

(f) pledge or hypothecate any such securities as collateral security.

Limitation on borrowing powers

21(2)       The powers conferred on the corporation under subsection (1) may be exercised only

(a) for the repayment of any expenditure made, or that may be made, by the government for the purposes provided in this Act, or for the repayment, refunding, or renewal, of the whole or part of any loan or advance made by the government to the corporation, or of notes, bonds, debentures, or other securities issued by the corporation; or

(b) in the cases to which clause (a) does not apply, only to the extent permitted by this Act or any other Act of the Legislature.

Reissue of pledged securities

21(3)       Where securities have been pledged or hypothecated by the corporation as security for a loan and the loan has been repaid, the securities shall not thereby be extinguished, but shall be still alive, and may be reissued and sold or pledged as if the former pledging had not taken place.

Form of securities

21(4)       The notes, bonds, debentures and other securities, the issue of which is authorized by subsection (1), shall be in such form, shall bear such rate of interest, and shall be payable or redeemable in advance of maturity, as to principal and interest and premium, in the currencies of such countries, in such amounts or prices, in such manner, and at such times, in all respects, as the Lieutenant Governor in Council may determine.

Signature of chairperson on securities

21(5)       The notes, bonds, debentures and other securities authorized by subsection (1) shall bear the seal of the corporation, which may be impressed thereon or may be mechanically reproduced thereon and, together with any coupons attached thereto, shall bear the manual or mechanically reproduced signatures of the chairperson and of the secretary of the corporation; and any such mechanically reproduced seal and signatures are, for all purposes, valid and binding upon the corporation if the note, bond, debenture or other security bearing them, or to which the coupon bearing them is attached, is countersigned by an officer appointed by the corporation for that purpose, notwithstanding that the person whose signature is so reproduced may not have held office at the date of the notes, bonds, debentures or other securities or at the date of the delivery thereof and notwithstanding that the person who holds any such office at the time when any such signature is affixed is not the person who holds that office at the date of the notes, bonds, debentures or other securities or at the date of the delivery thereof.

Proof that securities are necessary

21(6)       A recital or declaration in the resolution or minutes of the corporation authorizing the issue or sale of notes, bonds, debentures or other securities to the effect that the amount of notes, bonds, debentures or other securities so authorized is necessary to realize the net sum authorized or required to be raised is conclusive evidence of that fact.

S.M. 1995, c. 33, s. 6.

Power of govt. to guarantee

22(1)       The government may, on such terms as may be approved by the Lieutenant Governor in Council, guarantee the payment of the principal, interest and premium, if any, of any notes, bonds, debentures and other securities issued by the corporation; and the form and manner of any such guarantee shall be such as the Lieutenant Governor in Council may approve.

Signing of guarantees

22(2)       The guarantee shall be signed by the Minister of Finance, or such other officer as may be designated by the Lieutenant Governor in Council; and, upon being signed, the government shall be liable for the payment of the principal, interest and premium, if any, of the notes, bonds, debentures and securities guaranteed, according to the tenor thereof.

Discharge of liability under guarantee

22(3)       In a case to which subsections (1) and (2) apply the Lieutenant Governor in Council may discharge the liability resulting from the guarantee out of the Consolidated Fund, or out of the proceeds of securities of the government issued and sold for the purpose; and, in the hands of a holder of any such notes, bonds, debentures or securities of the corporation, a guarantee so signed is conclusive evidence that compliance has been made with the terms of this section.

Signature of Min. of Fin., etc.

22(4)       The signature of the Minister of Finance or of any officer designated pursuant to subsection (2) may be mechanically reproduced and the mechanically reproduced signature of any such person shall be conclusively deemed, for all purposes, the signature of that person, and is binding upon the Government of Manitoba, notwithstanding that the person whose signature is so reproduced may not have held office at the date of the notes, bonds, debentures or other securities or at the date of the delivery thereof, and notwithstanding that the person who holds any such office at the time when any such signature is affixed is not the person who holds that office at the date of the notes, bonds, debentures or other securities or at the date of the delivery thereof.

Foreign currency

23          Where this Act or any other Act authorizes the corporation to borrow or raise a specific or maximum number of dollars by the issue and sale of notes, bonds, debentures or other securities, it authorizes the borrowing or raising, in whole or in part of the same number of dollars in the currency of the United States, and if the amount is raised, in whole or in part, by the issue and sale of notes, bonds, debentures, or other securities payable in the currency of any country other than Canada or the United States, the Act authorizes the raising of an equivalent amount in that other currency calculated in accordance with the nominal rate of exchange between the Canadian dollar and the currency concerned on the business day next preceding the day on which the corporation authorizes the issue of the notes, bonds, debentures or other securities, as that nominal rate is determined by any bank in Canada.

Repayment of advance

24          The corporation, in addition to the payment of the moneys for which provision is made under other provisions of this Act, may pay the Minister of Finance such money as it may have available for the repayment of any moneys that have been advanced by the government to the corporation.

Payment of administrative costs

25(1)       Notwithstanding any other provisions to the contrary to this Act, the corporation shall apply the revenues derived by it from its operations in payment firstly of the costs of administration, including salaries of officers and employees and remuneration of directors.

Repayment of loans

25(2)       After payment of the costs of administration, the corporation shall apply the remaining balance of the revenues of the corporation firstly in repayment of such part of the moneys borrowed by the corporation as is due and payable, together with interest due and payable on the moneys borrowed.

Reserves

25(3)       After making the payments required under subsections (1) and (2), the corporation may, subject to the approval of the Lieutenant Governor in Council, retain any balance of revenues and place them in a reserve or reserves for such purpose as it deems necessary or desirable until such time as the reserve reaches, or the reserves reach, an amount that it deems sufficient; but nothing herein prevents the corporation from loaning, under section 6, the moneys allocated to such a reserve.

Dividends

25(4)       After applying its revenues as provided in subsections (1), (2), and (3), the corporation may apply any balance thereof in payment of dividends on the capital stock of the corporation.

Investment of reserves

25(5)       The corporation may pay to the Minister of Finance, for investment for the corporation, moneys in any reserve established pursuant to this section, and such additional moneys as are not immediately required for the purposes of the corporation and are available for investment.

Disposal of reserves

25(6)       Moneys paid to the Minister of Finance for investment pursuant to subsection (5) form part of the Consolidated Fund, and the interest earnings thereon shall be credited to the account of the corporation in the Consolidated Fund; and such earnings, either alone or with the proceeds available from the principal sum invested for the corporation by the Minister of Finance hereunder, or any part thereof, shall be paid over to the corporation by the Minister of Finance on the request of the board.

Deficiency in revenues

25(7)       If, in any fiscal year of the corporation, the revenues thereof, together with the total amount, if any, in the reserve or reserves established under subsection (3), are insufficient to pay the costs of administration, the amount of the deficiency may be paid from and out of the Consolidated Fund with moneys authorized by an Act of the Legislature to be so paid and applied.

S.M. 1996, c. 59, s. 88.

Fiscal year

26          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.

Audit

27          The books and accounts of the corporation shall be examined, checked, and audited from time to time, and at least annually, by an auditor, who may be the Auditor General, appointed by the Lieutenant Governor in Council; and the cost of the audits shall be paid by the corporation.

S.M. 2001, c. 39, s. 31.

Acquisition of property

28(1)       Upon such terms and conditions as the corporation deems reasonable, it may acquire from the Crown or any other person by purchase, lease, licence, or otherwise, any property, real or personal, that the corporation deems necessary for its purposes.

Corporation agent of Crown

28(2)       The corporation is an agency of Her Majesty in right of the province.

Disposal of property

28(3)       The corporation may execute any conveyance, transfer, bill of sale, agreement, lease, caveat, withdrawal of caveat, discharge of mortgage or any other document relating to any property acquired by the corporation or that may be sold, leased or otherwise disposed of, by the corporation under this Act; and it may, on behalf of the Crown, contract and acquire property in its own corporate name without specific reference to the Crown or Her Majesty.

Where approval of L. G. in C. not required

28(4)       The approval of the Lieutenant Governor in Council is not required to any sale, lease, or disposition, by the corporation of any property that is acquired by the corporation in its own name.

Acceptance of certificate by district registrar

28(5)       The district registrar of any land titles office may accept as conclusive the certificate or affidavit of the chairperson of the board as to whether any particular property has been acquired by the corporation, as to the purpose for which it has been acquired, and as to whether it was acquired, dealt with or disposed of by the corporation pursuant to the powers contained in this section.

S.M. 1995, c. 33, s. 6.

Annual report

29(1)       Not later than the June 30 in each year the chairperson shall make a report to the board on the operations of the corporation during the fiscal year ending on March 31 in that year showing

(a) the amount and nature of assistance, financial or otherwise, granted or to be granted by the corporation, and the parties to whom the assistance was or is to be granted, whether by way of loan, guarantee, lease, grant, investment or otherwise; and

(b) the terms under which the assistance was or is to be granted;

and the board shall forthwith forward the report to the minister who shall lay it before the Legislative Assembly if it is then in session, and if it is not then in session, at the next ensuing session thereof.

Further reports

29(2)       The Lieutenant Governor in Council may, at such times and as often as the Lieutenant Governor in Council deems it necessary, require the board to furnish to the Lieutenant Governor in Council such reports or information respecting the business and operations of the corporation as the Lieutenant Governor in Council may direct; and the board shall comply with the requisition.

Special reports

29(3)       The minister may, at such times and as often as he or she deems it necessary, request an independent committee appointed by the Lieutenant Governor in Council and designated for the purposes of this section by the Lieutenant Governor in Council, to prepare a special report in respect of an individual loan where the minister has received a written request from a borrower who believes that he or she has not been fairly treated and the corporation shall provide, with the permission of the borrower, in confidence to such committee, details of the loan transaction involved and the actions taken; and the minister shall lay the report of the committee before the Legislative Assembly if it is then in session, and if it is not then in session, at the next ensuing session thereof.

M.L.A. as member of committee

29(4)       Notwithstanding The Legislative Assembly Act, a member of the assembly may be appointed to the committee under subsection (3) and may accept remuneration therefor fixed by the Lieutenant Governor in Council, and the member does not by reason only thereof vacate or forfeit his or her seat in the assembly or incur any of the penalties imposed under The Legislative Assembly Act.

S.M. 1995, c. 33, s. 6.

Meetings not required

30          Notwithstanding any provision of The Corporations Act, no meetings of the shareholders of the corporation annual or otherwise are required or shall be held unless the Lieutenant Governor in Council, by order in council, determines that a meeting of the shareholders shall be held; in which event sections 127 and 129 of The Corporations Act apply.

Secrecy of records

31(1)       Notwithstanding The Legislative Assembly Act or any other Act or law,

(a) the corporation shall not be required to produce to the assembly or to any committee thereof

(i) any application for a loan or other information furnished by an applicant or a borrower or otherwise obtained by the corporation respecting the applicant or borrower or his or her business or operations, or respecting any person who has applied for or obtained financial assistance from a community development corporation; or

(ii) any of the books, records, or documents of the corporation that would disclose anything contained in an application for a loan or any information to which sub-clause (i) relates; and

(b) no director, officer, or employee of the corporation shall be required to attend and give evidence to the assembly or any committee thereof respecting any matter to which clause (a) relates.

Information for legislative committees

31(2)       Notwithstanding subsection (1), the officers and employees of the corporation may be required to attend at meetings of any committee of the assembly and to provide information regarding the policies of the corporation, broad operating and financial statistics, and general operating policies to permit the committee to review the activities of the corporation; but no officer or employee of the corporation shall be asked to provide or shall provide information to the committee regarding internal details in respect of any person who has applied for or been granted a loan by the corporation.

Disclosure by chairperson

31(3)       Notwithstanding subsections (1) and (2), the chairperson may be required to attend at meetings of the Legislative Committee on Social and Economic Development to provide the most recent annual audited statements of assets and liabilities and profit and loss in respect of any company in which the corporation has acquired an equity position by the purchase of shares of that company or otherwise.

S.M. 1995, c. 33, s. 6; S.M. 2004, c. 42, s. 101.

Regulations

32(1)       For the purpose of carrying out the provisions of this Act according to their intent, the Lieutenant Governor in Council may make such regulations and orders as are ancillary thereto and are not inconsistent therewith; and every regulation or order made under and in accordance with the authority granted by this section has the force of law.

Presentation to Assembly

32(2)       Every such regulation or order shall be laid before the Legislative Assembly, if it is then in session, within 15 days after the publication thereof, or, if the assembly is not then in session, within 15 days after the beginning of the next following session thereof.

Powers of corporation

33          The corporation or a subsidiary of the corporation may enter into agreements with, and obtain licences, permits, grants, leases, concessions or the like from, the Government of Manitoba, any department or minister thereof, or any public body or private person; and, subject to any provision to the contrary contained therein, it may convey the benefits of any such agreements, licences, permits, grants, leases, concessions or the like to third parties either alone or by the sale of the assets of the corporation or the subsidiary, as the case may be, or the sale of shares in the subsidiary; but the agreements, licences, permits, grants, leases, concessions or the like are subject to the provisions contained therein or in the laws under which they are granted respecting cancellation or termination.

Employees not civil servants

34          Notwithstanding The Civil Service Act and The Civil Service Superannuation Act, and notwithstanding that officers and employees of the corporation may, under The Civil Service Superannuation Act, be designated as within the definition of "civil service" for the purposes of that Act, the officers and employees of the corporation are not otherwise or for any other purpose members of the civil service of the Government of Manitoba.

General liabilities

35          The corporation and any subsidiary of the corporation are subject to all liabilities to which, if they were private persons of full age and capacity, they would be subject,

(a) in respect of torts committed by their servants or agents;

(b) in respect of any breach of those duties that a person owes to his or her servants or agents at common law by reason of being their employer; and

(c) in respect of any breach of the duties attaching at common law to the ownership, occupation, possession or control of property;

but no proceedings lie against the corporation or any subsidiary of the corporation by virtue of clause (a) in respect of any act or omission of the servant or agent of the corporation or any subsidiary of the corporation unless the act or omission would apart from this Act have rendered that servant or agent or his or her personal representative liable in tort.

S.M. 1995, c. 33, s. 6.

Application of Securities Act

36          The Securities Act does not apply to the corporation or any subsidiary of the corporation.

Application of other Acts

37(1)       Part XXIV of The Corporations Act and The Consumer Protection Act do not apply to the corporation or to any subsidiary of the corporation.

General capacity

37(2)       The corporation and any subsidiary of the corporation has the general capacity and powers of a common law corporation; and no act of the corporation, or any subsidiary of the corporation and no conveyance, transfer or security given to the corporation is invalid.

Taking security

37(3)       Security of any kind and in any form may be taken, accepted, acquired, held, sold, transferred or conveyed, or otherwise in any way dealt with, disposed of or realized on by the corporation in the same manner as by a private individual.

Exercise of rights, etc.

37(4)       The corporation has, and may exercise, all the rights, powers and privileges in respect thereof that a private individual would have or might exercise in like circumstances.

Conflict with Corporations Act

37(5)       Where there is any conflict between any provision of this Act and a provision of The Corporations Act, the provisions of this Act prevail.

Penalty

38          Every person who, without the consent in writing of the corporation, uses the name of the corporation in any prospectus or advertisement, is guilty of an offence and is liable, on summary conviction, to a fine not exceeding $500. or to imprisonment for a term not exceeding one month or to both.

Limitation on liability

39(1)       The chairperson, or any director, or any one acting under the instructions of any of them or of the board, or under the authority of this Act, is not personally liable for any loss or damage suffered by any person by reason of anything in good faith done, or omitted to be done, by him or her or them or any of them pursuant to, or in the exercise or supposed exercise of, the powers conferred by this Act.

Corporation's director of corporate borrower

39(2)       A person who has been appointed a director of a corporate borrower in pursuance of subsection 14(4) shall, with respect to any action or omission by him or her as such a director, be deemed to be acting under the authority of this Act with respect to his or her acts or omissions as such director.

Effect of change of name

39(3)       The change of name shall not affect any rights or obligations of the corporation or render defective any legal proceedings by or against the corporation and any legal proceedings that might have been continued or commenced by or against the corporation under its former name may be continued or commenced by or against the corporation under its new name.

S.M. 1995, c. 33, s. 6.

PART II

OPERATIONS REQUIRING APPROVAL OF LIEUTENANT GOVERNOR IN COUNCIL

Development of industrial enterprises

40          Where the corporation concludes that it is feasible to develop an industrial enterprise that is required for the economic development of Manitoba or any region thereof and that private industry is not ready to proceed with the development of such industrial enterprise or that it is deemed advisable to do so the corporation shall, pursuant to the directions given from time to time by the Lieutenant Governor in Council, do all things necessary to establish and carry on or to promote the establishment or carrying on of any such industrial enterprise.

Agent of Crown on special projects

41          The Lieutenant Governor in Council may authorize the corporation to act as agent for the government in respect of projects or matters, undertaken or carried out pursuant to an order in council, for the advancement of the industrial or economic development of the province.

Finance and accounting

42          The moneys to be used for the purpose of this Part shall be supplied by the government, and shall be accounted for by the corporation separately from its other accounts.

Powers under Part II

43          For the purposes of this Part and subject to the approval of the Lieutenant Governor in Council, the corporation may

(a) cause to be incorporated, establish, make loans to and operate corporations;

(b) dispose of

(i) its interests in any industrial enterprise established under this Part; or

(ii) the shares, assets or interests in the shares and assets of a corporation established under this Part; and

(c) grant options respecting those interests, or shares or assets, as the case may be, to prospective purchasers.

Annual report

44          Not later than June 30 in each year the chairperson shall make a special report to the board in respect of the activities of the corporation under Part II during the fiscal year ending on March 31 in that year; and the annual report shall outline the operations of the corporation in its capacity as agent for the government under section 41; and the board shall forthwith forward the report to the minister who shall lay it before the Legislative Assembly if it is then in session and, if it is not then in session, at the next ensuing session thereof.

S.M. 1995, c. 33, s. 6.

PART III

GENERAL

Loans to M.L.A.'s prohibited

45          The corporation shall not make a loan to any member of the Legislative Assembly, directly or indirectly, or to any person acting on a member's behalf, or to any firm, corporation or organization in which a member of the Legislative Assembly has a substantial beneficial interest.

S.M. 1995, c. 33, s. 6.