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Energy Efficiency and Conservation Agency of New Brunswick Act

Legislature :
55
Session :
3
Bill No. :
7
Member :
Hon. Fitch
First Reading :
2005-12-7
Second Reading :
2005-12-9
Committee of the Whole :
2005-12-22
Amended :
Third Reading :
2005-12-22
Royal Assent :
2005-12-22
Download PDF :
Bill 7

Text of Bill :
Chapter Outline



Definitions......................................................................................................................................... 1

Agency — agence

Board — conseil d'administration

Minister — ministre

Agency established............................................................................................................................ 2

Head office......................................................................................................................................... 3

Objects and purposes......................................................................................................................... 4

Powers................................................................................................................................................ 5

Application of Companies Act......................................................................................................... 6

Board of directors............................................................................................................................. 7

Term of office.................................................................................................................................... 8

Chairperson and Vice-Chairperson.................................................................................................. 9

Remuneration................................................................................................................................... 10

Board to administer affairs of Agency.......................................................................................... 11

Quorum............................................................................................................................................. 12

By-laws............................................................................................................................................. 13

President.......................................................................................................................................... 14

Conflict of interest.......................................................................................................................... 15

Indemnity.......................................................................................................................................... 16

Employees........................................................................................................................................ 17

Purchase of supplies or services.................................................................................................... 18

Money to be paid to Agency........................................................................................................... 19

Funding from Consolidated Fund................................................................................................... 20

Holding over of funds..................................................................................................................... 21

Banking arrangements..................................................................................................................... 22

Expenses........................................................................................................................................... 23

Fiscal year........................................................................................................................................ 24

Budget............................................................................................................................................... 25

Borrowing and guarantees............................................................................................................... 26

Audit................................................................................................................................................. 27

Reports............................................................................................................................................. 28

CONSEQUENTIAL AMENDMENTS

Proceedings Against the Crown Act............................................................................................ 29

Public Service Labour Relations Act........................................................................................... 30

COMMENCEMENT

Commencement............................................................................................................................... 31





Her Majesty, by and with the advice and consent of the Legislative Assembly of New Brunswick, enacts as follows:



Definitions

1                           The following definitions apply in this Act.



"Agency" means the body corporate established under section 2 under the name Energy Efficiency and Conservation Agency of New Brunswick. (agence)



"Board" means the board of directors of the Agency. (conseil d'administration)



"Minister" means the member of the Executive Council designated by the Lieutenant-Governor in Council to administer this Act. (ministre)



Agency established

2(1)                   There is established a body corporate to be known as the Energy Efficiency and Conservation Agency of New Brunswick consisting of those persons who from time to time comprise the board of directors.



2(2)                   The Agency is for all purposes of this Act an agent of Her Majesty in right of the Province.



2(3)                   The Agency may contract in its corporate name without specific reference to Her Majesty.



2(4)                   The Agency shall have a corporate seal which it may alter or change at pleasure.



2(5)                   All property, whether real or personal, acquired for the purposes of this Act is vested in the Agency as agent of Her Majesty in right of the Province and may be dealt with, leased, sold or otherwise disposed of by the Agency in its corporate name.



2(6)                   The business and affairs of the Agency shall be carried on without the purpose of gain, and any revenues shall be used for the purpose of carrying out its objects and purposes.



Head office

3                           The head office of the Agency is at The City of Saint John.



Objects and purposes

4                           The objects and purposes of the Agency are



(a)               to promote the efficient use of energy and the conservation of energy in all sectors of the Province,



(b)               to develop and deliver programs and initiatives in relation to energy efficiency and conservation,



(c)               to promote the development of an energy efficiency services industry,



(d)               to act as the primary organization for the promotion of energy efficiency and conservation in the Province,



(e)               to raise awareness among energy consumers of energy use and the associated economic and environmental consequences, and



(f)                to carry out such other activities relating to energy efficiency and conservation as directed by the Lieutenant-Governor in Council.



Powers

5(1)                   The Agency has the power to do anything that the Agency considers necessary or convenient for, or incidental or conducive to, the carrying out of its objects and also to do such other things as a company is empowered to do under subsection 14(1) of the Companies Act.



5(2)                   The Agency may



(a)               with the approval of the Minister, enter into and carry out arrangements or agreements with the federal government or agencies of that government or the government of one or more provinces or agencies of those governments,



(b)               collaborate with partners in both the public and private sectors to maximize the effectiveness of programs and initiatives referred to in paragraph 4(b),



(c)               assist in the establishment and development of enterprises and institutions that will help build an energy efficiency services industry in the Province,



(d)               identify the need for programs to train persons for employment in the energy efficiency services industry and work with enterprises and institutions to design, establish and promote such programs,



(e)               produce and sell services and products, and



(f)                make grants, contributions or loans or issue loan guarantees in keeping with the objects of the Agency.



Application of Companies Act

6                           The provisions of the Companies Act apply to the Agency so far as they are not inconsistent with the provisions of this Act.



Board of directors

7(1)                   The board of directors of the Agency shall consist of



(a)               not fewer than three and not more than five members who shall be appointed by the Lieutenant-Governor in Council, and



(b)               the President of the Agency.



7(2)                   The members of the Board are directors of the Agency within the meaning of the Companies Act, except where inconsistent with this Act.



Term of office

8(1)                   A member of the Board appointed under paragraph 7(a) shall be appointed for a term not exceeding five years.



8(2)                   Each member of the Board appointed under paragraph 7(a) remains in office, notwithstanding the expiry of his or her term, until the member resigns, is re-appointed or replaced.



8(3)                   Notwithstanding subsections (1) and (2), a member of the Board appointed under paragraph 7(a) may be removed at the pleasure of the Lieutenant-Governor in Council.



8(4)                   Where a vacancy occurs on the Board, the Lieutenant-Governor in Council may appoint a person to fill the vacancy for the balance of the term of the member replaced.



8(5)                   The Lieutenant-Governor in Council may, in the case of the temporary absence or inability to act of any member of the Board, appoint a substitute for the member for that period.



8(6)                   A vacancy on the Board does not impair the capacity of the Board to act.



Chairperson and Vice-Chairperson

9                           The Lieutenant-Governor in Council shall designate a Chairperson and a Vice-Chairperson of the Board from among the members of the Board appointed under paragraph 7(a).



Remuneration

10(1)               Each member of the Board appointed under paragraph 7(a) is entitled to be paid such remuneration as is fixed by the by-laws of the Agency.



10(2)               Each member of the Board is entitled to be paid such travelling and living expenses incurred by the member in the performance of the member's duties as are fixed by the by-laws of the Agency.



10(3)               Notwithstanding subsections (1) and (2), no by-law of the Agency fixing remuneration, allowances or expenses within the meaning of subsections (1) and (2) is of any force or effect until it has been approved by the Lieutenant-Governor in Council.



Board to administer affairs of Agency

11                        The Board shall administer the affairs of the Agency and all decisions and actions of the Board are to be based generally on sound business practice.



Quorum

12                        A majority of the members of the Board, one of whom shall be the Chairperson or the Vice-Chairperson, constitute a quorum.



By-laws

13(1)               The Board may, with the approval of the Lieutenant-Governor in Council, make by-laws for the control and management of the business and affairs of the Agency.



13(2)               Notwithstanding subsection (1), the Board shall, with the approval of the Minister, make a by-law for the establishment, composition and functions of a committee to provide advice to the Board on matters relating to energy efficiency and conservation.



President

14(1)               The Lieutenant-Governor in Council shall appoint a President of the Agency who shall act as the chief executive officer of the Agency.



14(2)               The President, subject to the direction of the Board, is charged with the general direction, supervision and control of the business of the Agency and may exercise such other powers as may be conferred on the President by the by-laws of the Agency.



14(3)               The President is an ex officio member of the Board.



14(4)               The President may be removed for cause by the Lieutenant-Governor in Council.



14(5)               The Public Service Superannuation Act applies to the President.



Conflict of interest

15(1)               A member of the Board who



(a)               is a party to a material contract or proposed material contract with the Agency, or



(b)               is a director or an officer of or has a material interest in any person who is a party to a material contract or proposed material contract with the Agency,



shall disclose in writing to the Agency or request to have entered in the minutes of the meetings of the Board the nature and extent of the member's interest.



15(2)               The disclosure required by subsection (1) shall be made



(a)               at the meeting at which a proposed contract is first considered,



(b)               if the member was not then interested in a proposed contract, at the first meeting after the member becomes so interested,



(c)               if the member becomes interested after a contract is made, at the first meeting after the member becomes so interested, or



(d)               if a person who is interested in a contract later becomes a member, at the first meeting after the person becomes a member.



15(3)               If a material contract or proposed material contract is one that, in the ordinary course of the Agency's business, would not require approval by the members of the Board, a member shall disclose in writing to the Agency or request to have entered in the minutes of the meetings of the Board the nature and extent of the member's interest immediately after the member becomes aware of the contract or proposed contract.



15(4)               A member referred to in subsection (1) shall not be counted in the quorum, shall not be present and shall not vote at any meeting on any resolution to approve the contract.



15(5)               For the purposes of subsections (2) and (3), a general notice to the members of the Board by a member declaring that the member is a director or officer of or has a material interest in a person and is to be regarded as interested in any contract made with that person, is a sufficient declaration of interest in relation to any contract so made.



15(6)               A member of the Board who has any pecuniary or proprietary interest other than one referred to in paragraph (1)(a) or (b) that puts the member's interest in conflict with that of the Agency, or might reasonably be expected to do so, shall disclose in writing to the Agency or request to have entered in the minutes of meetings of the Board the nature and extent of the member's interest.



15(7)               The disclosure required by subsection (6) shall be made immediately after the member becomes aware of the member's interest.



15(8)               For the purposes of subsections (6) and (7), a general notice to the members of the Board by a member declaring that the member has a pecuniary or proprietary interest other than one referred to in paragraph (1)(a) or (b) that puts the member's interest in conflict with that of the Agency, or might reasonably be expected to do so, is a sufficient declaration of the member's interest.



Indemnity

16                        Every member, and the heirs, executors, estate and effects of every member of the Board shall be indemnified and saved harmless out of the funds of the Agency with respect to all costs, charges and expenses that the member incurs in relation to any action or other proceeding brought or prosecuted against the member in connection with the duties of the person as a member of the Board and with respect to all other costs, charges and expenses the member incurs in connection with those duties, except costs, charges and expenses that are occasioned by the member's own wilful neglect or wilful default.



Employees

17(1)               Subject to sections 5 and 6 of the Financial Administration Act, the Agency may appoint employees.



17(2)               Employees appointed to a position within the Agency shall be appointed on the basis of merit.



17(3)               The Public Service Superannuation Act applies to the employees of the Agency.



Purchase of supplies or services

18(1)               The Agency shall make by-laws relating to the purchase of supplies and services required by the Agency for the transaction of its business and affairs and such by-laws shall conform so far as possible with the spirit and intent of the Public Purchasing Act.



18(2)               All by-laws, vendor lists or other documentation relating to the purchase of supplies or services adopted by the Agency, shall be open to public inspection and shall be made available to vendors who request in writing a copy of such material for the purpose of submitting tenders for the purchase of supplies or services by the Agency.



Money to be paid to Agency

19                        All money received from the sale or provision of information, services or products or otherwise accruing to the Agency shall be paid to the Agency.



Funding from Consolidated Fund

20                        The Minister of Finance shall pay out of the Consolidated Fund to the Agency, quarterly in advance, in four equal instalments, the annual amount appropriated for that purpose.



Holding over of funds

21                        The Agency may hold funds over any fiscal year, whether received from the Consolidated Fund or from another source.



Banking arrangements

22(1)               The Agency shall maintain in its own name one or more accounts in any chartered bank designated by the Minister of Finance.



22(2)               Notwithstanding the Financial Administration Act, all money received by the Agency through the conduct of its operations or otherwise is to be deposited to the credit of the accounts established under subsection (1) and shall be administered by the Agency exclusively in the exercise and performance of its powers, duties and functions.



Expenses

23                        The remuneration and expenses of the President, the other members of the Board and of the employees of the Agency, and generally all costs, charges and expenses incurred and payable on respect of the conduct of the business and affairs of the Agency shall be paid by the Agency.



Fiscal year

24                        The fiscal year of the Agency ends on the thirty-first day of March in each year.



Budget

25(1)               The Board shall, on or before the thirty-first day of December in each year, prepare and submit to the Board of Management a proposed budget containing estimates of the amounts required for the operation of the Agency for the next fiscal year, and shall include a provision for any loans and advancements required by the Agency.



25(2)               The Secretary of the Board of Management may make a report on the budget containing such recommendations as the Secretary considers appropriate to the Chairperson of the Board within thirty days after receiving the budget.



25(3)               If in any fiscal year it appears that the actual revenue or expenditure of the Agency is likely to be substantially greater or less than estimated in its budget, the Board shall submit to the Board of Management a revised budget containing the particulars required under subsection (1).



Borrowing and guarantees

26(1)               The Agency may, with the approval of the Minister of Finance, borrow money from and make arrangements with any chartered bank for loans or money overdrafts with such times of repayment as the Agency considers advisable and necessary.



26(2)               The Lieutenant-Governor in Council may from time to time and on such terms and conditions as the Lieutenant-Governor in Council considers expedient, authorize the guarantee by the Minister of Finance, on behalf of Her Majesty in right of the Province, of the repayment of all money borrowed by the Agency under this section, and such guarantee, when given, renders Her Majesty in right of the Province liable for the repayment of the money so borrowed.



26(3)               The Minister of Finance may advance out of the Consolidated Fund such sums as may be necessary for the purpose of discharging, in whole or in part, all or any, liabilities of the Agency so guaranteed, and all sums so advanced are to be repaid by the Agency in such amounts and at such times as the Minister of Finance may decide, and until paid bear interest, for credit to the Consolidated Fund, at such rate as may be determined by the Minister of Finance.



26(4)               From the profits arising out of the operations of the Agency, if any, as certified by the Minister of Finance, there shall be taken such sums as may be determined by the Lieutenant-Governor in Council for the creation of a reserve fund to repay money borrowed under this section.



Audit

27                        The accounts of the Agency shall be audited at least once a year by an auditor appointed by the Agency, and may be audited by the Auditor General at any time on the request of the Lieutenant-Governor in Council.



Reports

28(1)               The Agency shall, within six months after the end of each fiscal year, submit to the Minister an annual report, containing the auditor's report and such other information as may be required by the Minister in respect of the business and affairs of the Agency during the fiscal year.



28(2)               The Minister shall lay the report before the Legislative Assembly if it is in session or, if not, at the next ensuing session.



28(3)               The Agency shall provide to the Minister such information in respect of the business and affairs of the Agency as the Minister may request from time to time.



CONSEQUENTIAL AMENDMENTS

Proceedings Against the Crown Act

29                        The definition "Crown Corporation" in the Proceedings Against the Crown Act, chapter P-18 of the Revised Statutes, 1973, is amended by adding "Energy Efficiency and Conservation Agency of New Brunswick," after "Service New Brunswick,".



Public Service Labour Relations Act

30                        The First Schedule of the Public Service Labour Relations Act, chapter P-25 of the Revised Statutes, 1973, is amended in Part I



(a)               by striking out "New Brunswick Energy Efficiency and Conservation Agency";



(b)               by adding the following in alphabetical order:



Energy Efficiency and Conservation Agency of New Brunswick



COMMENCEMENT

Commencement

31                        This Act or any provision of this Act comes into force on a day or days to be fixed by proclamation.

 

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