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S.M. 1985-86, c. 18
The Workplace Innovation Centre Act
(Assented to July 11, 1985)
HER MAJESTY, by and with the advice and consent of the Legislative Assembly of Manitoba, enacts as follows:
In this Act
"board" means the board of directors for which provision is made in section 4;
"Centre" means The Workplace Innovation Centre established under section 2;
"member" means a member of the board;
"minister" means the member of the Executive Council charged by the Lieutenant Governor in Council with the administration of this Act;
"officer" means an officer of the Centre;
"regulation" means a regulation made under this Act.
The persons who are, from time to time, members of the board are constituted a body corporate and politic under the name: "The Workplace Innovation Centre".
The Centre shall operate, in The City of Winnipeg in Manitoba, and at such other places as the board may decide, a Workplace Innovation Centre, and has as its purposes and objects the addressing of the human dimension of technological change through the involvement of business, labour, education, government and the community in innovative ways of working together, and through the promotion of the principle of equitable distribution of the risks and rewards of technological change, and, without limiting the generality of the foregoing, the Centre may
(a) identify, assess and prioritize the human needs, problems and opportunities of technological change;
(b) investigate and evaluate the human aspects of equipment, systems and working procedures;
(c) acquire socio-technical information and make this available in an understandable way;
(d) advocate the necessary changes and practices required for successful application of technology in the workplace, and, in doing so, promote cooperation, harmony and trust between business, labour, education and government;
(e) advise all affected groups on the development of policies related to the introduction of new technologies and to provide leadership in the practical application of such policies;
(f) provide information, advisory and assessment services to groups and specific workplaces in which new technologies are to be introduced;
(g) address the needs for training by providing either consulting or referral services to companies and individuals involved in, or affected by, new technologies;
(h) promote better communication and cooperation by interfacing with organizations in the business, labour, education, government and community sectors; and
(i) investigate and evaluate matters relating to health and safety in the workplace arising from the introduction of new technologies and work procedures.
The Centre shall be operated and maintained exclusively for educational, scientific and other charitable purposes without private gain.
The Centre may do all acts and things necessary to carry out and attain its purposes and objects and to exercise the rights and perform the duties vested in it by this Act, and without limiting the generality of the foregoing, the Centre may
(a) acquire and hold money, securities, and real or other property;
(b) receive gifts, grants, devises or bequests of money, securities or real or other property;
(c) raise money by rendering services, charging fees or levying royalties; and
(d) subject to the approval of the Lieutenant Governor in Council, raise money by selling, mortgaging or otherwise disposing of its property.
For the purpose of managing and administering the affairs of the Centre, the board has and may on behalf of the Centre exercise all the powers of the Centre, and without limiting the generality of the foregoing, the board, on behalf of the Centre may
(a) execute, perform, and carry out, all the duties, powers, and functions imposed or conferred by this Act upon the Centre and the board;
(b) make such by-laws, not contrary to law or this Act, as the board deems necessary or advisable for the proper and convenient conduct of the affairs of the Centre;
(c) appoint and employ such officers and employees of the Centre as the board deems necessary or advisable for the proper and convenient conduct of the affairs of the Centre, prescribe the duties of any such officers and employees, and fix their remuneration;
(d) obtain the services of such professional persons or specialists, as the board deems necessary or advisable for the proper and convenient conduct of the affairs of the Centre, and fix their remuneration;
(e) make rules governing its own procedures;
(f) approve projects and programs, respond to initiatives of the members, detail objectives and monitor the activities of the Centre;
(g) amend and approve budgets;
(h) set financial controls; and
(i) establish and determine the responsibility of the executive and other committees.
The affairs of the Centre shall be managed and administered by a board of directors consisting of 14 members appointed by the Lieutenant Governor in Council, as follows:
(a) 4 members shall be business representatives selected from representative panels of nominees presented by organizations representing business;
(b) 4 members shall be labour representatives selected from a representative panel of nominees presented by organizations representing labour;
(c) 2 members shall be education representatives, selected from the faculties of Manitoba universities and community colleges;
(d) 2 members shall be government representatives, nominated by the minister; and
(e) 2 members shall be members-at-large, selected from a panel of nominees presented by the board from special interest groups particularly affected by technological change.
Term of office of initial board.
In the appointment of the initial board, the Lieutenant Governor in Council shall appoint 1/2 of the members to a 2 year term and the other 1/2 to a 3 year term.
Term of office of subsequent boards.
Subject to subsection (1), members will serve a 3 year term.
Termination of members appointment.
A member shall hold office for a normal term, and thereafter until a successor is appointed, unless
(a) the appointment is revoked by the Lieutenant Governor in Council; or
(b) the member sooner dies or resigns; or
(c) the member fails to perform his duties, as determined by a majority of 2/3 of voting members at a meeting of the board specifically called for such a purpose, in which case the board may request the Lieutenant Governor in Council to revoke the appointment.
Where a member ceases to be a member prior to the end of the term of office, the vacancy so created shall be filled in accordance with section 4, and that new member shall hold office for the remainder of the term of office of the person in whose place the new member is appointed.
Members are eligible for renomination and re-appointment after having ceased to be a member for at least the immediately preceding 1 year.
Each member shall be reimbursed for reasonable and necessary out-of-pocket expenses as may be approved by the Minister of Finance, including actual loss of wages if in accordance with guidelines established by regulation, incurred in the performance of duties as a member.
Members have no proprietary interest.
Except for reimbursement of expenses and loss of wages as provided in subsection (6) no member shall receive, or is entitled to, a share of the revenues or assets of the Centre.
Chairperson and vice-chairperson.
The board shall elect a chairperson and a vice-chairperson
(a) one selected by and from those members appointed to represent business; and
(b) one selected by and from those members appointed to represent labour;
in 2 separate elections.
Chairpersons shall serve a term of 1 year, and the chair shall be rotated annually between business and labour representatives.
Unless otherwise provided by by-law, the chairperson shall act as chairperson for all meetings of the board, provided that where the chairperson is absent, the vice-chairperson shall serve as chairperson.
The chairperson and vice-chairperson shall sign all instruments requiring their signature and shall possess and may exercise such powers, and shall perform such duties, as may from time to time be assigned by the board.
Delegation of chairperson's duties.
In the case of an extended absence, or for any reason which either the business or labour members may from time to time deem sufficient, all or any of the powers of the person selected by their group as chairperson or vicechairperson may be delegated to another member.
Meetings of the board shall be convened at the call of the chairperson, the vice-chairperson, or of any 3 members, and may be held at any office of the Centre.
Board meetings shall be convened to deal with policy, planning, budget preparations, staff and personnel matters, matters that may be referred to it by the minister, and, subject to the provisions of this Act, with such other matters as the chairperson may determine.
Meetings of the board shall be held at least quarterly.
Notice of meetings shall be mailed, delivered by electronic communication or otherwise delivered to the address of each member not less than 1 week (exclusive of the day on which the notice is transmitted but inclusive of the day for which notice is given) before the meeting is to take place.
Notice of any meeting or any irregularity in any meeting or the notice thereof, may be waived by any member; and meetings of the board may be held at anytime without formal notice if all members are present or those absent have signified their consent in writing to the meeting being held in their absence.
A quorum at any meeting of the board shall be a majority of members, of which at least 1 member shall be from business appointed under clause 4(a) and at least one member shall be from labour appointed under clause 4(b).
The objective of meetings will be to achieve a consensus on issues and questions to be decided. In the event that a vote is required, all members present at the meeting, including the chairperson and vice-chairperson, shall have the right to vote. Questions requiring a vote shall be determined by a majority; a tie vote shall result in the defeat of a resolution.
Attendance of non members at meetings.
Any person may attend meetings at the invitation of the chairperson.
The chairperson may with the consent of any meeting adjourn the same from time to time.
The officers of the Centre shall consist of the chairperson and vice-chairperson; a secretary and a treasurer, or a secretary treasurer, appointed by and from the board; an executive director; and such other officers as the board may from time to time decide.
The secretary, or the secretary treasurer as the case may be, shall be responsible for the recording of all votes and minutes of all proceedings in the books to be kept for that purpose; shall give or cause to be given notice of all meetings of the members and of the board, and shall perform such other duties as may be prescribed by the board.
The treasurer or the secretary treasurer, as the case may be, shall
(a) perform such duties as may from time to time be determined by the board;
(b) have the custody of the Centre funds and securities;
(c) be responsible for keeping full and accurate accounts of receipts and disbursements in books belonging to the Centre;
(d) deposit all moneys and other valuable effects in the name and to the credit of the Centre and in such depositories as may be designated by the board from time to time;
(e) disburse the funds of the Centre in accordance with instructions issued by the board, taking proper vouchers for such disbursements; and
(f) render to the members at the regular meetings of the board, or whenever they may require it, an account of all transactions and of the financial position of the Centre.
Appointment and removal of officers.
Officers, other than the chairperson and vice-chairperson, shall be appointed by ordinary resolution of the board and may be removed from office by a resolution carrying a 2/3 majority vote, at a meeting specially called for such purpose.
The officers referred to in subsection 8(1), shall form an executive committee, with the executive director being a non-voting ex officio member of the committee.
Powers of executive committee.
The powers of the executive committee shall be designated by the board, but the executive committee shall remain responsible to the board at all times.
Advisory and other committees.
The board may appoint such advisory committees, and other committees, as it may determine from time to time, either from within or from outside the members, and it may fix the rules governing their procedures.
All persons appointed to a committee shall be reimbursed for reasonable and necessary out-of-pocket expenses as may be approved by the Minister of Finance, including actual loss of wages if in accordance with guidelines established by regulation, incurred in the performance of their duties as a member of the committee.
The board may appoint and employ an executive director and such officers and employees as it deems necessary for the purposes of carrying out its duties and functions.
The executive director shall be the chief executive officer of the Centre to whom the board may delegate, except such matters and duties as by law must be transacted or performed by the board, full or any lesser power and authority to manage and direct the business and affairs of the Centre, including staff and programs consistent with the purposes and objects of the Centre.
Responsibility of executive director.
The executive director shall conform to all directions given by the board and shall, at all reasonable times, give to the board, or any member, all information requested regarding the affairs of the Centre.
The fiscal year of the Centre is the period commencing on the 1st day of April and ending on the 31st day of March next following.
The accounts of the Centre shall be audited and reported on by the Provincial Auditor, and the costs thereof shall be paid by the Centre.
The board will annually, within 3 months after the end of each fiscal year, make a report to the minister on all transactions of the Centre during that fiscal year, and the report shall include an audited balance sheet of the Centre and an audited statement of its revenues and expenditures, together with such other information as the Lieutenant Governor in Council may require.
The minister shall table a copy of the report of the Centre in the Legislature forthwith, if it is then in session, and if not in session, within 15 days after the opening of the next ensuing session thereof.
The minister may, at such times and as often as deemed necessary, require the board to furnish, in addition to the annual report prescribe under subsection (3), reports or information respecting all or any part of the business and operation of the Centre and the board shall comply with such requirement.
For the purposes of this Act, the Minister of Finance on the requisition of the minister and subject to the approval of the Lieutenant Governor in Council, may pay grants to the Centre from and out of the Consolidated Fund with money authorized by an Act of the Legislature.
The Centre may establish and maintain a fund for the purposes of this Act and has the administration, management and control thereof, and may disburse, expend or otherwise deal with the money in the fund in such manner and for such purposes, not inconsistent with the provisions of this Act and the purposes and objects of the Centre as the Centre deems advisable.
The fund shall consist of
(a) money received from time to time from the government;
(b) contributions received from any source by way of grant, gift or bequest;
(c) proceeds from the disposal of any property of the Centre;
(d) money borrowed by the Centre pursuant to subsection (6);
(e) money received from rendering services, charging fees or levying royalties; and
(f) income earned from the investment of money in the fund.
If at any time the Centre has money in the fund in excess of the amount that is required for its immediate purposes, it shall pay over the excess to the Minister of Finance for investment for and on behalf of the Centre.
Investment money held in trust.
Money paid to the Minister of Finance for investment under subsection (4) shall form part of the Consolidated Fund and, together with the interest earnings thereon, shall be credited to the account of the Centre in the Consolidated Fund; and such earnings, together with the principal sums invested, shall be deemed to be trust funds held by the Minister of Finance and shall from time to time be paid over to the Centre by the Minister of Finance on the requisition of the board.
Authority for temporary borrowings.
With the approval of the Lieutenant Governor in Council, the Centre may, from time to time, borrow or raise money for temporary purposes by way of overdraft, line of credit, or loan, or otherwise upon the credit of the Centre, in such amounts not exceeding in the aggregate the sum of $500,000.00 of principal outstanding at any time, upon such terms, for such periods, and upon such other conditions, as the Centre may determine.
Guarantee of temporary borrowings.
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 Centre under subsection (6).
Approval of Minister of Finance.
The Centre shall not borrow or raise money under subsection (6) otherwise than
(a) by way of overdraft or line of credit with a bank; or
(b) by sale of its short term notes to a bank in lieu of borrowing by overdraft or line of credit;
unless it has obtained the prior approval of the Minister of Finance, who, at the request of the Centre, may act as its agent in the borrowing or raising of the money.
To the extent permitted by any Act of the Legislature the Lieutenant Governor in Council may authorize the raising by way of loan, in the manner provided in The Financial Administration Act, of such amounts as the Lieutenant Governor in Council may deem requisite for any of the purposes of the Centre; and any such amounts may be advanced to, and paid over by the Minister of Finance to the Centre and shall be repaid by it to the Minister of Finance at such times, and on such terms, as the Lieutenant Governor in Council may direct, together with interest thereon at such rate per year as may be approved by the Lieutenant Governor in Council from time to time.
No member of the board and no person employed or engaged by the Centre for the purposes of this Act is personally liable for the payment of any debts of the Centre or for any loss, injury or damage suffered by any person as a result of anything done or omitted to be done by the member or person employed or engaged, in good faith and without negligence, in the course of the administration and for the purposes of this Act.
Application of Corporations Act.
The Centre is a corporation created for government purposes within the meaning of clause 3(1)(b) of The Corporations Act, and in the event of any conflict between any provisions of that Act and this Act, the provisions of this Act shall prevail.
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; and, without restricting the generality of the foregoing, the Lieutenant Governor in Council may make such regulations and orders, not inconsistent with any other provision of this Act (a) establishing guidelines for the reimbursement of members of the board for actual loss of wages, pursuant to subsection 5(6); and
(b) establishing guidelines for reimbursement of members of committees for actual loss of wages, pursuant to subsection 9(4).
Reference in Continuing Consolidation.
This Act may be referred to as chapter W205 of the Continuing Consolidation of the Statutes of Manitoba.
This Act comes into force on the day it receives the royal assent.