Legislation

The CentrePort Canada Act - (en Frangais)

WHEREAS Manitoba is centrally located in Canada and North America where east-west and north-south transportation gateways and trade corridors intersect;

AND WHEREAS Manitoba has strategic intermodal transportation assets to move goods domestically and internationally by air, road, rail and sea;

AND WHEREAS it is desirable to designate approximately 20,000 acres of land in the vicinity of the James Armstrong Richardson International Airport for development of a Manitoba inland port to serve as a transportation, trade, manufacturing, distribution, warehousing and logistics centre;

AND WHEREAS the Province of Manitoba, The City of Winnipeg, the Rural Municipality of Rosser, Winnipeg Airports Authority Inc. and business and community leaders are committed to the development of a Manitoba inland port based on a single transportation, infrastructure and land-use plan;

AND WHEREAS it is desirable to create a corporation to lead the development of, investment in and promotion of the inland port;
THEREFORE HER MAJESTY, by and with the advice and consent of the Legislative Assembly of Manitoba, enacts as follows: 

Definitions

1.The following definitions apply in this Act.

"board" means the board of directors of the corporation. (+ conseil ;)
"corporation" means CentrePort Canada Inc. established under subsection 2(1). (+ Sociiti ;)
"inland port area" means the land described in the Schedule. (+ zone intermodale ;)
"nominating organization" means an organization named in section 9. (+ organisation parraine ;)
"nominee director" means a member of the board who was nominated by a nominating organization and appointed under subsection 10(1) or (4), or who was appointed under subsection 10(3) or (5) (failure to nominate). (+ administrateur disigni ;) 

CENTREPORT CANADA INC. ESTABLISHED

Corporation established
2(1) CentrePort Canada Inc. is hereby established as a corporation without share capital, consisting of the directors of the board appointed under sections 6 and 10.

Corporations Act not applicable
2(2) Except as otherwise provided in the regulations, The Corporations Act does not apply to the corporation.
Not Crown agent
2(3) The corporation is not an agent of the Crown.

CORPORATION'S MANDATE AND POWERS

Mandate of the corporation
3 The mandate of the corporation is as follows:
(a) to facilitate the long-term development and operation of the inland port as follows:
(i) by participating in the transportation, infrastructure and land use planning process,
(ii) by coordinating land development and business investment in the inland port area to maximize economic development in keeping with the transportation, infrastructure and land use plan,
(iii) by participating  in cooperation with governments and private sector trade corridor organizations  in identifying and implementing security measures to maximize the safe flow of goods in the inland port and to and from gateways, trade corridors and borders,
(iv) by promoting inland port policies and operations that are environmentally sustainable,
(v) by consulting with community stakeholders and inland port users about development and investment in the inland port area;

(b) to facilitate and encourage investment in the inland port as follows:
(i) by acting as the primary point of contact for potential investors in the inland port area, in order to expedite their investment decisions,
(ii) by attracting new investment and economic development in the inland port area,
(iii) by collaborating with governments in the design of investment incentives;
(c) to promote the inland port as follows:
(i) by marketing the inland port domestically and internationally,
(ii) by participating in organizations formed to develop or promote inland ports, transportation gateways and trade corridors with links to the inland port area.
Powers of the corporation

4(1) Subject to this Act, for the purpose of carrying out its mandate, the corporation has the capacity and powers of a natural person and any additional powers prescribed by regulation.
General powers

4(2) Subject to any restrictions specified in the regulations, the corporation may
(a) acquire and hold any interest in real or personal property, and sell, mortgage, lease or otherwise deal with or dispose of any interest in real or personal property;
(b) receive, expend, loan and invest money;
(c) borrow money and give security for the repayment of money borrowed; and
(d) exercise any other powers that are necessary to carry out its mandate under this Act.

BOARD OF DIRECTORS

Duty of board
5(1) The board is responsible for managing, or supervising the management of, the business and affairs of the corporation in accordance with its mandate.
Duties of directors

5(2) Each director must
(a) act honestly and in good faith with a view to the best interests of the corporation; and
(b) exercise the care, diligence and skill that a reasonable and prudent person should exercise in comparable circumstances.
Number of directors

6 The board is to consist of at least nine and not more than 15 directors, with
(a) up to 11 directors being nominee directors; and
(b) up to four additional directors appointed by the board from nominees of the board's governance and nominations committee.

Board expertise
7 To ensure that the board has the necessary skills to carry out the corporation's mandate,
(a) at least one director must have expertise related to the railway industry; and
(b) the board must have expertise in international business, and may engage experts as advisers in international business.
Ineligibility for appointment

8 The following persons are not eligible to be appointed as a director:
(a) an elected official, officer or employee of a municipality that is referred to in The Capital Region Partnership Act;
(b) a member of the Legislative Assembly of Manitoba or of the Senate or House of Commons of Canada;
(c) an employee of the Government of Manitoba or the Government of Canada or an agency of either of them;
(d) a person who is under the age of 18 or is an undischarged bankrupt.

Nominating organizations
9 Each of the following organizations may nominate one or more persons for the position of a nominee director:
(a) the Government of Manitoba;
(b) the Government of Canada;
(c) The City of Winnipeg;
(d) the Rural Municipality of Rosser;
(e) Destination Winnipeg Inc.;
(f) The Winnipeg Chamber of Commerce;
(g) The Manitoba Chambers of Commerce;
(h) the Manitoba Trucking Association;
(i) Business Council of Manitoba Inc.;
(j) Winnipeg Airports Authority Inc.;
(k) the Manitoba Federation of Labour.

Appointment of first directors
10(1) As soon as practicable after this Act comes into force, the first nominee directors are to be appointed by a committee consisting of one member appointed by each of the following organizations:
(a) the Government of Manitoba;
(b) The City of Winnipeg;
(c) Winnipeg Airports Authority Inc.;
(d) The Winnipeg Chamber of Commerce;
(e) Business Council of Manitoba Inc.;
(f) the Manitoba Federation of Labour;
(g) the Rural Municipality of Rosser.

One nominee director per organization
10(2) The committee may appoint only one nominee of each nominating organization.
Failure to nominate
10(3) If within 90 days after this Act comes into force a nominating organization has not submitted to the committee under subsection (1) a nomination acceptable to the committee, the committee may appoint its own nominee to fill the position.
Vacancy in nominee director position
10(4) When a nominee director's position becomes vacant, the board must
(a) request the relevant nominating organization to nominate a person to fill the vacancy; and
(b) upon receipt of a nomination acceptable to the board, appoint the nominee to fill the vacancy.

Failure to nominate
10(5) If within 90 days after the board makes a request under subsection (4) the nominating organization has not submitted a nomination acceptable to the board, the board may appoint its own nominee to fill the vacancy.

Board with fewer than nine directors
10(6) Despite section 6 (number of directors), the board may make appointments to fill vacancies on the board in accordance with this Act and the corporation's by-laws even when it has fewer than nine directors.

Term of office
11(1) A director is to be appointed for a term of no more than three years, and no director may serve more than three successive terms.

Appointment continues
11(2) A director continues to hold office until he or she is reappointed, the appointment is revoked or a successor is appointed. 

Remuneration of directors
12 The directors are to be paid such remuneration and expenses as the board determines by by-law.

Quorum
13 A majority of the directors on the board, or any greater number determined by by-law, constitute a quorum at any meeting of the directors.

Chair and vice-chair
14(1) The chair of the board and a vice-chair must be elected by the directors of the board from among themselves.

Function of vice-chair
14(2) The vice-chair has the authority of the chair when the chair is absent or unable to act, or when authorized by the chair. 

By-laws
15 The board may make by-laws respecting the conduct and management of the corporation's business and affairs, including, without limitation,
(a) by-laws establishing a code of ethics and a conflict of interest policy for the corporation's directors, officers and employees; and
(b) by-laws providing for the indemnification of the corporation's directors and officers in accordance with section 119 of The Corporations Act.

Committees
16(1) The board must establish a governance and nominations committee and an audit committee, and may establish any other committee it considers necessary or advisable.

Appointing experts as committee members
16(2) The board may appoint to any committee of the board one or more persons who are not directors of the board but have the necessary expertise to assist the committee in performing its functions, and may fix the remuneration for such committee members.

FINANCIAL AND BUSINESS MATTERS

Financial records and systems
17 The corporation must
(a) maintain its financial records at a head office in Manitoba; and
(b) establish financial, management and information systems that will enable it to prepare financial statements in accordance with generally accepted accounting principles.

Annual budget
18(1) For each fiscal year, the board must adopt a budget for the year that includes
(a) all revenue that the corporation anticipates receiving for the year and any accumulated surplus from previous years; and
(b) all operating expenses that it anticipates incurring for the year and any accumulated deficit from the preceding year. 

Business plan
18(2) For each fiscal year, the board must adopt a business plan that includes the following information:
1. A description of the major activities and objectives of the corporation for that year, including the budget, policies and strategies for achieving those objectives.
2. A description of the corporation's plans for the next five years, including the current and forecast levels of activity in the inland port area, the infrastructure that may be needed, the projects that the board considers to be priorities for the corporation and the timetable for implementing these projects.
3. An estimate of the corporation's long-term development costs of implementing the plans mentioned in item 2, and a description of the business strategies and funding options available to the corporation for the next five years.

Corporation to become self-sustaining
18(3) The business plan must show the corporation to be financially self-sustaining or describe the corporation's strategy for becoming financially self-sustaining.

Publication of business plan
18(4) Without delay after its annual business plan is adopted by the board, the corporation must
(a) provide a copy of the business plan to each nominating organization; and
(b) make it available to the public.

Auditor
19 The board must appoint an independent auditor to audit the records, accounts and financial transactions of the corporation for each fiscal year.

Annual report
20(1) Within six months after the end of each fiscal year, the corporation must prepare an annual report on its activities and operations during that fiscal year. The report must include the corporation's audited financial statements for the year. 

Publication of annual report
20(2) Without delay after its annual report is prepared, the corporation must
(a) provide a copy of the report to each nominating organization; and
(b) make the report available to the public.

TRANSPORTATION, INFRASTRUCTURE AND LAND USE PLANNING

Transportation, infrastructure and land use planning
21(1) The planning authorities responsible for transportation, infrastructure and land use planning within the inland port area must work with the government to develop a comprehensive transportation, infrastructure and land use plan to guide industrial and other development in the inland port area.

Consultation
21(2) The planning process must involve consultation with the community.
Continuous airport operation
21(3) The plan must support the 24-hour operation of the James Armstrong Richardson International Airport.
Consistency of land use plans
21(4) The Minister of Intergovernmental Affairs and the Lieutenant Governor in Council may take any steps under The City of Winnipeg Charter and The Planning Act they consider necessary to ensure that Plan Winnipeg and any applicable development plan of a planning district or municipality are consistent with the comprehensive plan developed under subsection (1).

REGULATIONS

Regulations
22 The Lieutenant Governor in Council may make regulations
(a) amending the Schedule to add land to the inland port area or remove land from it;
(b) respecting the extent to which The Corporations Act applies to the corporation;
(c) for the purpose of section 4, prescribing additional powers for the corporation or restricting the powers of the corporation.