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An Act to Govern the Supply of Natural Gas in Manitoba and to amend The Public Utilities Board Act

S.M. 1987-88, c. 65

An Act to Govern the Supply of Natural Gas in Manitoba and to amend The Public Utilities Board Act

(Assented to July 17, 1987)

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

Definitions.

1

In this Act,

"acquisition" means an acquisition of property by purchase, lease, licence or any other means whatsoever; ("acquisition")

"board" means the board of directors of the Corporation appointed pursuant to section 3; ("conseil")

"Board" means The Public Utilities Board established under the Public Utilities Board Act; ("Régie")

"commodity cost" in relation to gas, means the purchase price of gas, plus taxes and other charges imposed by governments other than the government of Manitoba, plus the cost of transmission of the gas up to the interconnection between the interprovincial transmitter and the local distribution system within the Province; ("coût d'achat")

"Corporation" means the Manitoba Natural Gas Corporation established by section 2; ("Corporation")

"disposition" means a disposition of property by sale, lease, licence or any other means whatsoever; ("aliénation")

"gas" means natural gas, methane, manufactured gas or any mixture of them and includes propane in liquid or gaseous form; ("gaz")

"Her Majesty" means Her Majesty the Queen in right of Manitoba; ("Sa Majesté")

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

"person" includes a partnership, syndicate, joint venture, or other entity, except in section 3 where "person" means a natural person; ("personne")

"property" means any property, real or personal, tangible or intangible, of any kind whatsoever. ("bien")

PART I

THE MANITOBA NATURAL GAS CORPORATION ORGANIZATION AND POWERS

Establishment of Corporation.

2(1)

A corporation consisting of the members of the board from time to time appointed by the Lieutenant Governor in Council pursuant to section 3 is hereby established under the name the Manitoba Natural Gas Corporation.

Capital.

2(2)

The authorized capital of the Corporation shall consist of such shares or classes of shares as the Lieutenant Governor in Council may determine and they may be issued as fully paid and non-assessable at such time, in such manner, for such consideration and on such terms as the Lieutenant Governor in Council may determine.

Issue of shares.

2(3)

The Corporation shall not issue shares to any one other than the Minister of Finance.

Board of directors.

3(1)

The affairs and business of the Corporation shall be managed by a board of directors of not more than 10 persons appointed by the Lieutenant Governor in Council.

Terms of Office.

3(2)

Unless he sooner dies, resigns or is removed from office the member shall serve for such term as is specified in the order in council by which he is appointed.

Vacancy.

3(3)

In the event of a vacancy occurring in the membership of the board, the Lieutenant Governor in Council may appoint a person to fill such vacancy.

Temporary members of board.

3(4)

In case of death, illness or absence from the Province of a member of the board, or the inability, from any cause, to act, the Lieutenant Governor in Council may appoint another person to act in place of the member for such period as is stated in the order appointing that other person, and a person so appointed, during that period, has all the powers and shall perform all the duties of a member of the board.

Authority for M. L. A. to be member of board.

3(5)

Notwithstanding The Legislative Assembly Act, a member of the Legislative Assembly, who may also be a member of the Executive Council, may be a member of the board and may accept from the Corporation salary or remuneration under this Act; and the member does not thereby vacate or forfeit his or her seat, or incur any of the penalties imposed by The Legislative Assembly Act for sitting and voting as a member of the Legislative Assembly.

Chairperson of board.

4(1)

The Lieutenant Governor in Council shall designate one member of the board to be chairperson of the board.

Vice-chairperson of board.

4(2)

The Lieutenant Governor in Council may designate one of the members of the board as vice-chairperson.

Powers and duties of vice-chairperson.

4(3)

In the absence of the chairperson or where that person is unable to act, the vice-chairperson shall act as chairperson and while so acting has all the powers and all the duties and functions of the chairperson.

Quorum.

4(4)

A majority of the members of the board constitute a quorum for the transaction of business at meetings of the board.

Remuneration.

4(5)

The Corporation shall pay to the chairperson, vice-chairperson and other members of the board such remuneration as may be fixed by the Lieutenant Governor in Council.

Meetings of the board.

4(6)

Meetings of the board shall be held at the call of the chairperson, at such place and upon such notice as seems proper to the chairperson.

Meetings at request of majority of board.

4(7)

The chairperson shall call a meeting of the board forthwith upon being requested so to do in writing by the majority of the other members of the board.

Appointment of President.

5(1)

The Lieutenant Governor in Council may appoint a suitable person to be the President of the Corporation.

President.

5(2)

The President is the chief executive officer of the Corporation.

Duties of President.

5(3)

The President shall sign all orders or directions issued by or under the authority of the board and may act for, on behalf of and in the name of the Corporation and the board in the execution, performance and carrying out of any act, matter or thing that is within the power of the Corporation or of the board, as the case may be, subject only to such express direction as the board may give by resolution.

Head office.

6(1)

The head office of the Corporation shall be situated at such place in Manitoba as is designated by the Lieutenant Governor in Council.

Minutes.

6(2)

The board shall keep at the head office of the Corporation full and complete minutes and records of all business transacted at its meetings.

Public nature of minutes.

6(3)

Minutes and records described in subsection (2) are admissible in evidence by the mere production thereof by the chairperson, or by any member of the board, or by any employee thereof authorized by the board to produce them.

Liability of board members.

7

No board member, no officer, member or employee of the Corporation, and no one acting under the instructions of any of them or under the authority of this Act or the regulations is personally liable for any loss or damage suffered by any person by reason of any thing in good faith done, caused, permitted or authorized to be done, or omitted to be done, by any of them, pursuant to, or in exercise of, or supposed exercise of the powers given by this Act or the regulations.

Powers and duties of board.

8(1)

The board, on behalf of the Corporation, may perform, execute and carry out all the duties and functions imposed or conferred upon it or upon the Corporation by this Act, and shall perform, execute and carry out such other duties and functions as may be assigned to it by the Lieutenant Governor in Council; and for that purpose the board may do all and any acts and things that are necessary for or incidental to the performance, execution, or carrying out of any such duty or function including the passing of such resolutions as the board considers advisable.

Resolutions.

8(2)

The board, on behalf of the Corporation, may pass such resolutions not contrary to law or this Act or the regulations as it considers advisable for the conduct of the business and affairs of the Corporation, and, without limiting the generality of the foregoing, may pass resolutions with respect to the time and place of the calling and holding of all meetings of the board, and the procedure and all things that are to be followed at such meetings.

Agent of Her Majesty.

9(1)

Except as expressly provided in this Act, the Corporation is for all purposes an agent of Her Majesty and its powers under this Act may be exercised only as an agent of Her Majesty.

Corporate capacity as agent of the Crown.

9(2)

The Corporation has the capacity to contract and, subject to subsection (3), may sue and be sued in its corporate name.

Limitation on court proceedings.

9(3)

No action or proceeding by way of injunction, mandamus, prohibition or other proceeding of any nature that has, or may have, the effect of terminating, suspending, curtailing, limiting or hindering the supply of gas to any person shall be brought or may be maintained against the Corporation in any court.

Property of Her Majesty.

9(4)

All property of the Corporation acquired, administered, possessed or received from any source, shall be the property of Her Majesty and shall for all purposes, including taxation of whatever nature or description, be deemed to be the property of Her Majesty, but shall be held in the name of the Corporation.

General powers of the Corporation.

10(1)

In addition to any other powers conferred by this Act or the regulations, the Corporation may

(a) use, acquire, own, lease, explore for, develop, produce, process, refine, manage, utilize, conserve, store, transmit, distribute, purchase, sell, dispose of, or otherwise deal in any manner whatsoever in or with respect to gas, or any product thereof or any substance produced in association with the production or processing of gas;

(b) purchase gas as a purchasing agent designated under section 29 for consumers of gas within the Province from any vendor, producer or supplier of gas;

(c) participate with any other person or persons, including the government of Canada, any other province or territory of Canada, or the government of the United States of America or any state thereof, in the activities mentioned in clause (a), either directly or in a partnership, or through subsidiaries or operating companies, syndicates, joint ventures or by way of any other arrangement established to carry on joint operations by the participants thereto;

(d) with the approval of the Lieutenant Governor in Council, acquire, take and expropriate land; and

(e) with the approval of the Lieutenant Governor in Council carry on any other business that may seem to the board capable of being conveniently carried on in connection with the Corporation's business or which is calculated, directly of indirectly, to enhance the value of or render profitable any of the property of the Corporation.

Capacity of Corporation.

10(2)

The Corporation has the capacity and, subject to this Act and the regulations, the rights, powers and privileges of a natural person.

Extraterritorial operation.

10(3)

The Corporation may exercise its powers beyond the boundaries of the Province to the extent permissible by the laws in force where such powers are sought to be exercised and to accept extra-provincial rights and powers.

Delegation of powers and duties.

10(4)

With the approval of the Lieutenant Governor in Council, the Corporation may, by resolution, delegate, in whole or in part, to any person any power or duty of the Corporation.

Exercise of powers.

10(5)

The Corporation shall exercise its powers by resolution passed by the majority of the members of the board present at a duly constituted meeting of the board.

Corporation may acquire property.

11(1)

Where the board considers any property to be desirable for the operation of the Corporation's business, it may acquire the same.

Disposal of property.

11(2)

Where the board considers any property of the Corporation to be no longer desirable for the operation of the Corporation's business, it may dispose of the property.

Terms and conditions.

11(3)

An acquisition or disposition of property by the Corporation may be made on such terms and conditions as the board considers appropriate, and the Corporation may receive in respect of a disposition security for the unpaid balance thereof on such terms and conditions as the board considers appropriate.

Application of Expropriation Act.

11(4)

Any exercise by the Corporation, with the approval of the Lieutenant Governor in Council, of the power conferred upon the Corporation to acquire, take, and expropriate any land without the consent of the owner of persons interested therein, shall be conclusively deemed an acquisition and expropriation by Her Majesty of land required for a public work or public purpose of the government and The Expropriation Act applies, with such modifications as the circumstances require, to any such expropriation; and in respect of any such expropriation the board has the powers conferred upon, and shall discharge the obligations imposed upon, the minister under The Expropriation Act, and in any such case the Corporation shall be substituted for the Crown.

Corporation may purchase securities.

12(1)

Subject to the approval of the Lieutenant Governor in Council, the Corporation may acquire bonds, debentures, or other debt or equity securities of any person carrying on any business, enterprise or undertaking that may seem to the board capable of being conveniently carried on in connection with the business of the Corporation or which are calculated, directly or indirectly, to enhance the value of or render profitable any of the property of the Corporation.

Corporate representation.

12(2)

The Corporation on acquiring securities described in subsection (1) may appoint a person or persons to represent the Corporation at any meeting of the members of any class of creditors or of any class of shareholders or other security holders.

FINANCE

Advances by Minister of Finance.

13(1)

The Minister of Finance may, to the extent permitted by any other Act of the Legislature and with the approval of the Lieutenant Governor in Council, out of the consolidated fund, acquire shares of the Corporation or advance moneys to the Corporation in such amounts, at such times and upon such terms and in such manner as may be determined by the Lieutenant Governor in Council.

Raising required moneys.

13(2)

In order to provide the money required under subsection (1), the Lieutenant Governor in Council may authorize the Minister of Finance to raise, by way of loan upon the credit of the government of Manitoba, any moneys that may be required, and for that purpose to issue bonds, debentures or such other debt securities as the Lieutenant Governor in Council considers advisable, and to pay those moneys to the Corporation for its use.

Corporation may borrow.

14(1)

The Corporation may, to the extent permitted by any other Act of the Legislature and with the approval of the Lieutenant Governor in Council, borrow money that the Corporation requires for its purposes, including, without limiting the generality of the foregoing,

(a) the repayment or refunding of the whole or any part of any loan raised by the Corporation or the making of any payments owing in respect of any bonds, debentures or other debt or equity securities issued by the Corporation under this Act;

(b) reimbursing the consolidated fund for moneys advanced by the Minister of Finance to the Corporation;

(c) the payment of the whole or any part of any loan or any liability or of any bonds, debentures or other securities or indebtedness where the repayment is guaranteed or has been assumed by the Corporation;

(d) the reimbursement of the Corporation for any expenditure made in the exercise of the powers of the Corporation; and

(e) the repayment in whole or in part of any short term borrowings of the Corporation.

Refunding and repayment of loans.

14(1.1)

Notwithstanding subsection (1), where approval has been given for the borrowing of money by an Act of the Legislature no further Act of the Legislature is required for

(a) the repayment, refunding or renewal of the whole or any part of any loan raised or securities issued by the Corporation under the authority of that Act; or

(b) reimbursing the consolidated fund for moneys advanced by the Minister of Finance; or

(c) the payment of the whole or any part of any loan or any liability or of any bonds, debentures or other securities or indebtedness whose payment is guaranteed or assumed by the Corporation under the authority of that Act.

Issue of securities.

14(2)

For the purposes of any borrowing under subsection (1), the Corporation may, with the approval of the Lieutenant Governor in Council, issue such bonds, debentures or other debt or equity securities, on such terms and conditions as the board considers advisable including, without limiting the generality of the foregoing, the interest rate, dividend rate, terms of repayment, purchase and redemption, security therefor and the currency of issue.

Resolution authorizing issue is conclusive evidence.

14(3)

The bonds, debentures and other debt or equity securities referred to in subsection (2) may be issued in such amounts as will realize the net amount required for the purposes of the Corporation and a recital or declaration in the resolution of the board authorizing the issue of such bonds, debentures or other debt or equity securities to the effect that the amount so authorized is necessary to realize the net amount required for the purposes of the Corporation is conclusive evidence of that fact.

Sale or other disposition of securities.

14(4)

With the approval of the Lieutenant Governor in Council, the Corporation may sell or otherwise dispose of bonds, debentures or other debt or equity securities mentioned in subsection (2) on such terms and conditions as the board considers advisable, or may charge, pledge, hypothecate, deposit or otherwise deal with them as collateral security.

Reissue of securities.

14(5)

Bonds, debentures or other debt or equity securities dealt with as collateral security pursuant subsection (4), when redelivered to the Corporation or its nominees on and after payment, satisfaction, release or discharge, in whole or in part of any indebtedness or obligation for which the bonds, debentures or other debt or equity securities may have been given as collateral, or when the Corporation again becomes entitled to such bonds, debentures or other debt or equity securities, may be treated by the Corporation as unissued and may, subject to the approval of the Lieutenant Governor in Council, be issued, reissued, charged, pledged, hypothecated, deposited, from time to time upon any terms and conditions that the board may consider advisable, or may be cancelled, and fresh bonds, debentures or other debt or equity securities to the like amount and in like form may be issued in lieu thereof, and upon such issue or reissue a person entitled thereto shall have the same rights and remedies in respect thereto as if those bonds, debentures or other securities had not been previously issued.

Mechanical reproduction of seal and signature.

14(6)

The seal of the Corporation may be engraved, lithographed, printed or otherwise mechanically reproduced on any bonds, debentures or other securities to which it is to be affixed and any signature on any bonds, debentures or other securities, and on the coupons, if any, attached thereto, may be engraved, lithographed, printed or otherwise mechanically reproduced thereon.

Effect of mechanical reproduction.

14(7)

The seal of the Corporation when mechanically reproduced has the same effect as if it had been manually affixed, and a mechanically reproduced signature is for all purposes valid and binds the Corporation, notwithstanding that any person whose signature is reproduced has ceased to hold office before the date of or issue of the bonds, debentures or other debt or equity securities on which the signature is reproduced or before their delivery.

Short term loans.

14(8)

Subject to the approval of the Lieutenant Governor in Council, the Corporation may borrow by way of short term loans from any chartered bank or, with the approval of the Minister of Finance, from any person including the Minister of Finance moneys, upon such terms, for such purposes and upon such conditions as the board may determine, by way of bank overdraft or line of credit, and, as security for any such loan, may pledge, hypothecate, charge, or deposit such bonds, debentures or other debt or equity securities of the Corporation as the board considers appropriate and on such terms and in such other manner as the board considers appropriate; and any promissory notes or other instruments that may be necessary or desirable in connection with the borrowing of such money may be executed in such manner as the board may authorize.

Maximum amounts of short term loans.

14(9)

The total amount of loans outstanding under subsection (8) may not exceed $50, 000, 000. at any one time.

Investment by Minister of Finance.

14(10)

The Minister of Finance shall invest and keep invested any moneys borrowed under subsection (8) by the Corporation that are not required by the Corporation for its immediate use in securities authorized by The Financial Administration Act.

Minister of Finance to negotiate.

14(11)

The Minister of Finance shall negotiate all loans to the Corporation to be made under subsection (1) and shall arrange all details and do, transact and execute all deeds, matters and things that may be required.

Form and manner of execution of securities.

14(12)

The Minister of Finance shall, with the approval of the Lieutenant Governor in Council, determine the form and manner of execution of any bonds, debentures or other debt or equity securities issued under this section.

Guarantee by the government of Manitoba.

15(1)

With the approval of the Lieutenant Governor in Council, the Government may guarantee the payment of the principal amount and all interest or dividends payable on any bonds, debentures or other debt or equity securities issued by the Corporation, and of any loans, or other indebtedness, short term or otherwise, incurred by the Corporation.

Form and manner of guarantees.

15(2)

A guarantee given under subsection (1) shall be on such terms and in such form and manner as the Lieutenant Governor in Council approves.

Liability on signing.

15(3)

A guarantee given under subsection (1) shall be signed by the Minister of Finance or such officer or officers as may be designated by the Lieutenant Governor in Council, and on the signing of the guarantee the government of Manitoba is liable for the payment of all principal, interest or dividends owing in respect of such bonds, debentures or other debt or equity securities, or loans and other indebtedness, according to the terms thereof; and any guarantee so signed is conclusive evidence of compliance with this section.

Authority to raise loans in other currencies.

15(4)

Where this Act, or any other Act, authorizes the Corporation to borrow or raise by way of loan 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 by way of loan in whole or in part, of the same number of dollars of the currency of the United States; and if the amount of the loan 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 or in units of monetary value, the Act authorizes the raising of an equivalent amount in that other currency or in units of monetary value calculated in accordance with the nominal rate of exchange between the Canadian dollar or the unit of monetary value, as the case may be, 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.

Signature of guarantees.

15(5)

The signature of the Minister of Finance or of any officer or officers designated under subsection (3) may be engraved, lithographed, printed or otherwise mechanically reproduced, and the mechanically reproduced signature of any such person shall be conclusively deemed, for all purposes, to be the signature of that person and binds the government of Manitoba notwithstanding that the person whose signature is so reproduced may not have held office at the date of the bonds, debentures, or other securities or at the date of the delivery thereof.

Satisfaction of guarantees.

15(6)

The Lieutenant Governor in Council may make all arrangements that may be necessary to provide the money required to satisfy any guarantee given under this section and to advance the amount necessary for that purpose out of the consolidated fund.

Establishment of stabilization funds.

16(1)

The Lieutenant Governor in Council may direct the board of the Corporation to establish out of revenues and retained earnings one or more stabilization funds in such amounts as the Lieutenant Governor in Council deems necessary to ensure for the consumers of natural gas in the Province adequate and secure supplies of gas, the purchase of gas reserves, the stabilization of the commodity cost of gas, the meeting of extraordinary contingencies, and the meeting of such other requirements or purposes as the Lieutenant Governor in Council may direct.

Amount of stabilization fund to be fixed.

16(2)

The Lieutenant Governor in Council shall fix an amount to be set aside in any stabilization fund established under subsection (1) and shall prescribe an amount to be added to the commodity cost of gas for any consumer or class of consumers within the Province for the purpose of the stabilization fund.

Regulations.

16(3)

The Lieutenant Governor in Council may make regulations respecting the disbursement, for a purpose set out in subsection (1), of funds from any stabilization fund.

Payment to Minister of Finance.

16(4)

The amounts set aside in each fiscal year for stabilization funds pursuant to subsection (2) shall be paid to the Minister of Finance as trustee for the Corporation and the Minister of Finance shall establish an appropriate account for the purpose.

Investment of stabilization funds.

16(5)

The Minister of Finance shall invest and keep invested the amounts paid to the Minister pursuant to subsection (4) in securities authorized by The Financial Administration Act for the investment of funds and shall invest and reinvest the earnings from the investment of such amounts.

Establishment of reserve or sinking funds.

17(1)

The board may reserve and set aside out of the revenue or retained earnings of the Corporation, one or more reserves or sinking funds as the board considers advisable and may set aside with respect to a sinking fund

(a) such annual or other periodic amounts as may be required to be reserved and set aside as a sinking fund under any agreement or undertaking entered into, or assumed, by the Corporation or the responsibility for the performance or implementation of which is an obligation' of the Corporation, relative to the repayment of money borrowed by the Corporation; and

(b) such additional annual or other periodic amounts as the Lieutenant Governor in Council may direct to be reserved and set aside as a sinking fund for the repayment of any other money borrowed by, or advanced to, the Corporation and applied to the cost of acquisition or development of properties of the Corporation, or indebtedness the liability for the repayment of which is an obligation of the Corporation in respect of the cost of any properties or development thereof or otherwise.

Payment to Minister of Finance.

17(2)

The moneys reserved and set aside in each fiscal year for reserves or for sinking fund purposes under subsection (1) shall be paid to the Minister of Finance as trustee for the Corporation and the Minister of Finance shall establish an appropriate sinking fund account for the purpose.

Investment by Minister of Finance.

17(3)

The Minister of Finance shall invest and keep invested the moneys paid to the Minister of Finance pursuant to subsection (2) in securities authorized by The Financial Administration Act for the investment of funds and shall apply them towards the repayment of advances made to, and money borrowed or assumed by, the Corporation or indebtedness liability for the repayment of which is an obligation of the Corporation and to which reference is made in subsection (1), as they fall due.

Re-investment.

17(4)

The Minister of Finance shall invest and reinvest the earnings from the investment of the money reserved and set aside under subsection (1) and paid to the Minister of Finance.

GENERAL PROVISIONS

Fiscal year.

18

The fiscal year of the Corporation ends on December 31 in each year.

Banking.

19

The Corporation may make such banking arrangements as the board of directors considers necessary for the conduct of the affairs of the Corporation.

Accounting records.

20(1)

The board shall establish and maintain accounting records for the Corporation in accordance with the recommendations of the Canadian Institute of Chartered Accountants.

Audit.

20(2)

The accounts of the Corporation shall be closed and balanced in each year as of the fiscal year end and shall be audited and reported on by an auditor (who may be the Provincial Auditor) appointed by the Lieutenant Governor in Council and the cost of the audit shall be paid by the Corporation.

Special audits and reports.

20(3)

The Lieutenant Governor in Council or the Provincial Auditor may at any time order an audit or investigation into the business and affairs of the Corporation and the making of a report thereon.

Annual report.

21(1)

The board shall annually, within four months after the end of the fiscal year of the Corporation, make a report to the minister upon the operations of the Corporation during its last preceding fiscal year and the report shall include the audited financial statements of the Corporation together with such information as the Lieutenant Governor in Council may require.

Reports to be tabled.

21(2)

The minister shall lay a copy of the report referred to in subsection (1) before the Legislative Assembly forthwith after the minister receives it, if it is then in session, and if not, then within 15 days of the commencement of the next ensuing session thereof and the report stands permanently referred to the Standing Committee on Public Utilities and Natural Resources of the Legislative Assembly.

Additional reports.

21(3)

The board shall prepare and submit to the minister such additional reports or information respecting the operations of the Corporation as may be required by the minister.

Taxation and charges.

22

Notwithstanding any other Act, the Corporation and any body corporate all the common shares of which are owned directly or indirectly by the Corporation and the property and business of the Corporation and any such other body corporate are not liable to taxation or to be taxed by any municipality.

Grant in lieu of cost of municipal and school services.

23

The Corporation, as an operating expense, shall make annually to any municipality in which land or personal property of the Corporation or of any body corporate all the common shares of which are owned directly or indirectly by the Corporation is situated, of in which the Corporation or any body corporate all the common shares of which are owned directly or indirectly by the Corporation carries on business, such grant towards the cost of municipal and school services as the Lieutenant Governor in Council may approve and no such grant shall be less than the amount the Corporation or other body corporate would be required to pay if it were liable to be taxed by the municipality to which the grant is made.

Payment in lieu of income taxes.

24

The Corporation, as an operating expense, shall pay annually to the Minister of Finance such amount in lieu of income tax in respect of any year as the Lieutenant Governor in Council may direct.

Instrument not invalid.

25

The Corporation or a guarantor of an obligation of the Corporation may not assert against a person dealing with the Corporation or with any person who has acquired rights from the Corporation that any debt instrument, charge, pledge, hypothecation or other document or instrument of any kind whatsoever issued on behalf of the Corporation by any member of the board, or. any officer or employee or agent of the Corporation with actual or usual authority to issue such debt instrument, charge, pledge, hypothecation, or other document or instrument of any kind whatsoever is not valid or riot genuine, except where the person has or ought to have, by virtue of his position with or in relation to the Corporation knowledge to that effect.

Regulations.

26

For the purpose of carrying out the provisions of this Part in accordance with its intent, the Lieutenant Governor in Council may make such regulations and orders as are ancillary thereto and are not inconsistent therewith.

Certain Acts do not apply.

27(1)

Clauses 82(1)(f), (g), (h), (i), (k), (1) and (m) and subsections 82(2) to (11) and 82(15) to (19) of The Public Utilities Board Act do not apply with respect to the Corporation.

Idem.

27(2)

The Bulk Sales Act does not apply with respect to the acquisition of any property by the Corporation.

PART II

NATURAL GAS SUPPLY

Commodity cost of gas.

28(1)

The Lieutenant Governor in Council may fix the maximum amount of the commodity cost or costs of gas to be included in the rates, tolls and other charges at which gas may be sold within the Province.

Effective date of maximum amount of commodity cost.

28(2)

The maximum amount of commodity cost or costs referred to in subsection (1) comes into effect on a date specified by the Lieutenant Governor in Council, and any order of the Board and any rate, toll or other charge fixed by the Board on or after the date so specified shall be deemed to be amended as of the date so Specified to the extent any provision of the order or of any rate, toll or other charge of the Board is inconsistent with the amount of commodity cost or costs fixed by the Lieutenant Governor in Council.

Section deemed to be repealed.

28(3)

This section shall be deemed to be repealed on September 1, 1989, or on such earlier day as the Lieutenant Governor in Council may, by proclamation, fix.

Designation of purchasing agent.

29(1)

The Lieutenant Governor in Council may designate on such terms and conditions as the Lieutenant Governor in Council thinks fit a purchasing agent or agents to purchase gas for and on behalf of such persons or classes of persons as the Lieutenant Governor in Council may describe and may designate the powers that the Board is to grant under Part IV of The Public Utilities Board Act to the person so designated.

Order under Part IV of The Public Utilities Board Act.

29(2)

Where a designation is made under subsection (1), the Board shall grant forthwith an order under Part IV of The Public Utilities Board Act

(a) granting to the purchasing agent so designated for a stated term such powers to deliver, purchase directly, distribute, store and transmit gas as are provided for in Part IV of that Act and as are designated by the Lieutenant Governor in Council in the order made under subsection (1); and

(b) ordering a public utility to deliver, distribute, store and transmit gas on behalf of the purchasing agent so designated within the Province on such terms and conditions and at rates, tolls and other charges as the Board may determine.

Terms and conditions of order.

29(3)

The Lieutenant Governor in Council may direct the Board to grant an order under Part IV of The Public Utilities Board Act on such terms and conditions and at such rates, tolls and charges as the Lieutenant Governor in Council deems advisable.

When Board may rescind order under subsection (2).

29(4)

An order made by the Board under subsection (2) may only be rescinded, amended or varied during its stated term by the Lieutenant Governor in Council.

No liability for designating purchasing agent.

30

Neither Her Majesty, the minister, the Board nor any member thereof, nor any person designated as a purchasing agent shall be liable in any way for any payments, loss, liability or damage howsoever arising that may be suffered by any other person as a consequence of the Lieutenant Governor in Council designating such person as a purchasing agent and the Board granting an order or orders under Part IV of The Public Utilities Board Act as required by the Lieutenant Governor in Council under section 29.

PART III

AMENDMENTS TO THE PUBLIC UTILITIES BOARD ACT

Secs. 58.1 and 58.2 added.

31

The Act is amended by adding the following heading and sections immediately after section 58:

PETITIONS

Petition to Lieutenant Governor in Council.

58.1(1)

Upon the petition in writing of any applicant, an intervenor to a proceeding or the Minister under The Natural Gas Supply Act filed with the Clerk of the Executive Council within 28 days after the date of an interim or final order or decision of the Board in respect of gas, the Lieutenant Governor in Council may

(a) confirm, vary or rescind the whole or any part of such order or decision; or

(b) require the board to hold a new public hearing of the whole or any part of any hearing before the Board upon which such order or decision of the board was made; or

(c) make such other order or decision as the Board may have made under this Act.

Decision not subject to further petition.

58.1(2)

The decision of the Board after a public hearing ordered under clause (1)(b) is not subject to petition under this section.

Limitation on time to petition.

58.2

The right to petition to the Lieutenant Governor in Council given by section 58.1 applies to any proceeding or matter that was heard by the Board at any time after November 1, 1986 and any right to petition in respect of any proceeding heard by the Board after November 1, 1986 may be exercised within 28 days after the coming into force of this section or as set out in section 58.1, whichever period is the longer.

Section 58.2 deemed to be repealed.

58.3

Section 58.2 shall be deemed to be repealed on September 1, 1989, or on such earlier day as the Lieutenant Governor in Council may, by proclamation, fix.

Part IV added.

32

The Act is further amended by the addition of the following Part:

PART IV

RATES AND OTHER MATTERS RELATED TO GAS

Definitions.

112

In this Part,

"broker" means a person or company that brings together buyers and sellers of gas whether it takes title to gas or not; ("intermédiaire")

"commodity cost" in relation to gas, means the purchase price of gas, plus taxes and other charges imposed by governments other than the government of Manitoba, plus the cost of transportation of the gas up to the interconnection between the interprovincial transmitter and the local distribution system within the Province; ("coût d'achat")

"delivery" of gas means the physical delivery of gas to a consumer but does not include the sale of gas; ("livraison")

"direct purchase of gas" means, for the purposes of a designated purchasing agent subject to this Part, the contracting for the purchase of gas as agent for those persons or classes designated by the Lieutenant Governor in Council in any order under subsection 29(1) of The Natural Gas Supply Act; ("achat direct de gaz")

"gas" means natural gas, methane, or any mixture of any of them and includes propane in liquid or gaseous form; ("gaz")

"public utility" means any system, works, plant, pipeline, equipment or service for the production, transmission, distribution, storage, delivery or furnishing of gas, either directly or indirectly, to or for the public; ("service public")

"rate base" means the amount that a public utility has invested for its purposes as determined by the Board pursuant to the provisions of this Act; ("taux de base")

"rate of return on shareholder equity" means the net income of a public utility expressed as a percentage of the amount of shareholder equity invested in the business of the public utility; ("taux de rendement de l'avoir des actionnaires")

"sale of gas" means a transaction where an owner of gas conveys title to another person or company for consideration; ("vente de gaz")

"storage of gas" means the retention of gas in a natural or constructed facility; ("stockage du gaz")

"transmitter" means a person who carries gas by transmission lines; ("responsable de 1'acheminement")

Application of Part.

113(1)

This Part only applies to the sale, delivery, direct purchase, distribution, storage and transmission of gas within the Province.

Other Parts apply.

113(2)

The provisions of Parts I, II and III of this Act apply in this Part unless a provision of this Part is in conflict with a provision contained in those Parts in which case the provision of this Part applies with respect to the sale, delivery, direct purchase, distribution, storage and transmission of gas within the province.

Conditions of sale, delivery, etc.

114

No person shall sell, deliver, purchase directly, distribute, store or transmit gas within the Province except in accordance with an order issued to such person by the Board and in granting any order the Board shall not be bound to recognize or give effect to the terms of any existing contract.

Grant of franchise.

115(1)

Notwithstanding any other Act, the authority to grant or refuse a franchise to sell gas or to directly purchase gas or revoke an existing franchise to sell gas or to directly purchase gas within the Province is within the powers of the Board and, subject to The Municipal Act and The Gas Pipeline Act, the authority to grant or refuse or revoke a franchise to distribute, transmit, store or deliver gas within the Province is within the power of a municipality or local government district in which the gas is distributed, transmitted, stored or delivered.

Existing rights.

115(2)

Notwithstanding subsection (1), all rights to sell, deliver, distribute, store and transmit gas previously granted by statute, by-law, contract or otherwise, existing as of the date of the coming into force of this section shall remain in force until amended or revoked by order of the Board.

Board may grant franchise.

115(3)

Subject to subsection (4), the Board may issue an order granting a franchise to sell gas or to purchase gas directly in any area within the Province to persons whom the Board in its discretion deems appropriate subject to such terms and conditions as the Board deems appropriate.

Terms and conditions of franchise.

115(4)

An order granting a franchise to sell gas or to purchase gas directly shall, in the case of an order to be issued to a purchasing agent designated by the Lieutenant Governor in Council under The Natural Gas Supply Act, only contain such terms and conditions as the Lieutenant Governor in Council may order.

Board may order delivery, etc. of gas.

116(1)

Where the Board makes an order for the sale of gas or the direct purchase of gas for the benefit of a person who is not an owner of a public utility, the Board may order the owner of a public utility within the Province or its agents or employees, to deliver, distribute, store and transmit gas within the Province on such terms and conditions and at rates, tolls and other charges as the Board may determine.

Duty of public utility.

116(2)

Where the Board makes an order under subsection (1), the owner of the public utility shall, if required by the Board, collect the commodity cost of gas or such portion thereof as may be ordered by the Board from the purchaser and remit the same, net of any collection costs determined in a manner approved by the Board, to the designated purchasing agent.

Order in the case of a designated purchaser.

117

Where the Lieutenant Governor in Council designates a purchasing agent under The Natural Gas Supply Act, the Board shall grant such order or orders under section 115 and section 116 of this Act as may be necessary to permit the designated purchasing agent to deliver, purchase directly, distribute, store and transmit gas within the Province, on such terms and conditions as may be determined by the Lieutenant Governor in Council.

Effect of an order granting a franchise.

118

Upon the issuance of an order of the Board granting a franchise to sell gas within the Province, all franchises or other rights to sell gas or to directly purchase gas as provided by any Act of the legislature or regulations thereunder, by any by-laws of a municipality or local government district, contracts or other arrangements then existing with respect to the franchise to sell gas shall be deemed to be revoked or amended so as to be consistent with any order of the Board, with effect from the date on which the order is stated to be effective.

No liability of Crown etc.

119

No person, including without limiting the generality of the foregoing, Her Majesty in right of the Province, the minister under The Natural Gas Supply Act, the Board or any member thereof, nor any person designated as a purchasing agent under The Natural Gas Supply Act shall be liable for any payments, losses, liabilities or damages of any kind that may be suffered by any person as a consequence of the grant, amendment, suspension or revocation of any franchise or right to sell gas within the Province.

Prohibition on sale, delivery, etc.

120(1)

No person shall sell, deliver, directly purchase, distribute, store or transmit gas within the Province without an order of the Board.

Terms of orders of Board.

120(2)

All orders of the Board for the sale, delivery, direct purchase, distribution, storage or transmission of gas within the Province shall take effect from the day designated by the Board, and shall remain in force until they have been amended or revoked by subsequent order of the Board.

Refunds.

120(3)

Where the Board, on the complaint of any person or on its own motion, determines that an owner of a public utility, a direct purchasing agent or any other seller of gas within the Province has sold gas to or directly purchased gas for residents of the Province at a rate, toll or other charge including a rate, toll or charge including an amount for the commodity cost fixed by the Lieutenant Governor in Council under section 29 of The Natural Gas Supply Act, or as may be otherwise set by the Board, the Board may, by order, direct a refund of all or any portion of any payments paid in excess of the maximum amount of the commodity cost and may prescribe the method of repayment which may include an order to offset any refund against the collection of future rates, tolls or other charges.

"Owner" defined.

120(4)

For the purposes of subsection (3), owner includes

(a) every municipal corporation and every person, firm, company, association or syndicate of persons incorporated or unincorporated the business whereof is or the operations whereof are subject to the authority of the Legislature; and

(b) any lessee, any trustee, any liquidator or receiver appointed by any court that owns, operates, manages or controls any public utility.

Terms and conditions of orders.

121

The Board, in making any order, may impose such terms and conditions as it considers proper and an order may be general or particular in its application.

Conflict with board order.

122

In making any order, the Board may, directly or indirectly, amend or discharge any contract for the sale, delivery, direct purchase, distribution, storage or transmission of gas within the Province.

Burden of proof.

123

At any hearing before the Board, the burden of proof is on the applicant.

Orders on application.

124

Upon an application for an order fixing rates, tolls or other charges, if it is not satisfied that the rates, tolls or other charges applied for are in compliance with the provisions of this Act, the Board may, after a hearing, fix such other rates, tolls or other charges as it finds are in compliance with this Act.

Interim orders.

125

At the request of any applicant, intervenor, the minister under The Natural Gas Supply Act or on its own motion, the Board may, without a hearing, make one or more orders under section 115, 116, 124 and 127, effective for a period of not more than one year, pending a final disposition of any application to or any matter before the Board.

Criteria for board orders.

126(1)

In making any order under this Part, the Board may consider the following factors:

(a) whether the rates, tolls or other charges are excessive, unjust, unreasonable or unjustly discriminatory;

(b) security of gas supply;

(c) the financial stability of a broker, deliverer, distributor, storer or transmitter of gas;

(d) the impact of any order to sell, deliver, distribute, store, transmit gas on other purchasers of gas within the Province, and

(e) any other criteria that the Lieutenant Governor in Council may, by order, direct the Board to consider or that the Board in its discretion may deem appropriate.

Limitation re commodity price of gas.

126(2)

Where the Lieutenant Governor in Council has fixed a maximum amount for the commodity cost of gas under The Natural Gas Supply Act, the Board, in making any order fixing rates, tolls or other charges, shall not include an amount in excess of the maximum amount for the commodity cost of gas in fixing rates, tolls and other charges.

Deemed repeal of subsection (2).

126(3)

Subsection (2) shall be deemed to be repealed on the day on which section 28 of The Natural Gas Act is repealed or is deemed to be repealed under that Act.

Board to include charges for stabilization fund.

126(4)

Where the Lieutenant Governor in Council has specified an amount to be added to rates, tolls or other charges for the establishment of a stabilization fund under The Natural Gas Supply Act, the Board shall include that amount in making any order respecting rates, tolls and other charges.

Determination of rates, tolls or charges.

127(1)

The Board shall determine, from time to time, rates, tolls or other charges to be charged by a public utility or any person for selling, delivering, distributing, storing or transmitting gas within the Province, and in connection therewith shall determine, inter alia, the rate base and the rate of return on shareholder equity.

Rate of return on shareholder equity.

127(2)

In determining the rate of return on shareholder equity under subsection (1), the Board shall fix a rate of return that it determines to be in compliance with this Act.

Effective date.

127(3)

An order of the Board determining rates, tolls and other charges may be made with retroactive effect from a day specified in the order.

Enforcement of orders.

128(1)

A certified copy of any order made by the Board, exclusive of the reasons therefor, may be filed in the office of the Registrar of the Court of Queen's Bench, whereupon the order shall be entered in the same way as a judgment or order of that court and is enforceable as such.

Board may rescind or vary order at any time.

128(2)

Any order filed in the Court of Queen's Bench under subsection (1) may be rescinded or varied by the Board at any time.

Power to review.

129

The Board may at any time rehear or review any application before deciding it and may, by order, rescind or vary any order made by it.

Regulations.

130

The Lieutenant Governor in Council may make regulations respecting any matter the Lieutenant Governor in Council deems necessary or advisable to effectively carry out the intention and purposes of this Part.

PART V

GENERAL

Short title.

33

Parts I and II of this Act may be cited as The Natural Gas Supply Act and may be published in the Continuing Consolidation of the Statutes of Manitoba under that title and may be referred to as Chapter N15 of those Statutes.

Coming into force.

34

This Act comes into force on a day to be fixed by proclamation.