BILL 51

An Act Respecting the Canadian Corps of Commissionaires, N.B. & P.E.I. Division Inc.

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

1 This Act may be cited as the Canadian Corps of Commissionaires, N.B. & P.E.I. Division, Act.

DEFINITIONS

2 In this Act

"Board" means the Board of Governors appointed pursuant to this Act and the By-laws;

"By-laws" means by-laws made under the authority of this Act;

"Corps" means the Canadian Corps of Commissionaires, N.B. & P.E.I. Division, Inc.;

"Member" means a Member in good standing of the Corps, and for the purposes of disciplinary action includes a Member under suspension or a Member who has resigned;

"Member in good standing" means a person who is

(a) granted membership under this Act, and

(b) not under suspension.

"Officer" means one or more of the Chairman of the Board, Vice-Chairman of the Board, Chairman of the Executive Committee, Vice-Chairman of the Executive Committee, Secretary, Assistant Secretary, Treasurer or Assistant Treasurer.

CORPORATION

3(1) The Canadian Corps of Commissionaires, N.B. & P.E.I. Division, Inc., incorporated by Letters Patent issued by the Province pursuant to the Companies Act on June 28, 1972, shall continue as a body corporate without share capital under the name the Canadian Corps of Commissionaires, N.B. & P.E.I. Division, Inc.

3(2) The Corps shall consist of persons who are Members in good standing on the date this Act comes into force, together with persons who shall become Members pursuant to this Act.

3(3) Membership in the Corps shall consist of the following individuals:

(a) a Patron who shall be the Lieutenant-Governor of the Province of New Brunswick or such other appropriate person as may be nominated by the Board;

(b) Members of the Board;

(c) Members of the Executive Committee;

(d) Honourary Life Members as may be approved by the Board;

(e) additional Members designated by virtue of their office or appointment; and

(f) Commissionaire Members.

3(4) Commissionaire Members shall include such persons who are citizens of Canada or the British Commonwealth and who have served in a branch of:

(a) Her Majesty’s Maritime Command, Land Forces Command, Communications Command or Air Command, or their successors, or

(b) Her Majesty’s Active Service Forces or Canadian Armed Forces during time of war or armed conflict, or

(c) Her Majesty’s Primary Reserve Forces of the Canadian Armed Forces for a minimum period of five (5) years, or less

(i) if the Member served on long-term call out, or

(ii) in exceptional circumstances and upon the approval of the Executive Committee, or

(d) the Royal Canadian Mounted Police (Regular Force), or

(e) with forces of an allied Government during a time of war or armed conflict, and who have been accepted for membership as Commissionaire Members, including without limiting the generality of the foregoing, persons who served in the Canadian, British or Allied Merchant Navy at time of war or armed conflict.

3(5) Commissionaire Members do not have the right to vote and are not entitled to attend meetings of the Board or of the Executive Committee.

4 The chief place of business and headquarters of the Corps shall be in the Province of New Brunswick, and the head office of the Corps shall be at such place in the Province of New Brunswick as the Executive Committee may from time to time determine.

OBJECTS

5 The objects of the Corps are:

(a) to institute a permanent organization of Commissionaire Members whose character and conduct are above reproach, and who will, in the discharge of their duties, give service with efficiency;

(b) to provide an organization through which the Commissionaire Members can be provided with suitable employment;

(c) to provide a collective voice for its Members;

(d) to publicize the professional role performed by its Members in society;

(e) to protect the public interest by examining any complaints received that pertain to the competence or conduct of its Members;

(f) to maintain relations with organizations with similar objects and objectives inside and outside Canada; and

(g) to administer this Act and perform such duties and exercise such powers as are imposed or conferred on the Corps by this Act or any other statute.

POWERS

6 Without prejudice to other powers granted under this Act, and the powers otherwise conferred by Statute, it is hereby expressly declared that the Corps shall have the following powers which powers will be carried out by the Executive Committee:

(a) from time to time to make and change rules and regulations not inconsistent with this Act, for the management of the business and affairs of the Corps;

(b) to purchase or otherwise acquire for the Corps any real or personal property, rights, privileges, stocks, bonds, debentures, or other securities which the Corps is authorized to acquire, provided always that such securities shall qualify under the Trustees Act on such terms and conditions as the Executive Committee thinks fit;

(c) at the discretion of the Executive Committee, to pay for any real or personal property, rights, privileges, stocks, bonds, debentures or other securities acquired by the Corps whether wholly or partly in money, bonds, debentures or other securities of the Corps;

(d) to purchase, sell, lease or otherwise dispose of any real or personal property, undertaking, franchise, business, assets, interest or effects which the Corps is authorized to purchase, sell, lease or otherwise dispose of for such price or consideration and generally on such terms and conditions as the Executive Committee may think fit;

(e) to appoint, and at the discretion of the Executive Committee, to remove or suspend such managers, agents, employees, servants and Commissionaire Members, permanently or temporarily, as the Executive Committee thinks fit, and to determine their duties, and to fix and from time to time change their salaries, emoluments or bonuses, and to require security for the proper performance of their duties in such manner, instances and in such amounts as the Executive Committee thinks fit;

(f) to confer by resolution upon any appointed Officer of the Corps the power to employ, remove or suspend such managers, agents, employees, servants or Commissionaire Members;

(g) to authorize any person or corporation to accept and hold in trust for the Corps any property belonging to the Corps, or in which it is interested, or for any other purpose, and to execute and do all such deeds and things as may be requisite in relation to any such trust;

(h) to authorize and determine by resolution who shall, in the name and on behalf of the Corps, draw, accept, make, endorse, sign or otherwise execute and deliver bills of exchange, cheques, promissory notes, bills of lading, warehouse or other receipts, mortgages, hypothecs, pledges, securities under the Bank Act (Canada), bonds, debentures or other securities for the payment of money, releases, contracts or other documents;

(i) to delegate any of the powers of the Executive Committee to any standing or special committee, or to any manager or other officer, attorney or agent, and to appoint any person to be the attorney or agent of the Corps with such powers, including the power to subdelegate, and upon such terms as the Executive Committee thinks fit;

(j) the authority necessary to permit the Corps to exercise all of the powers described in section 14 of the Companies Act;

(k) to receive gifts, donations and bequests, and make gifts or donations for the promotion of the objects of the Corps;

(l) to call and regulate meetings and the method of voting;

(m) to establish minimum standard tariffs of fees;

(n) to provide for the eligibility, nomination, election, number and term of office of members of the Board, Executive Committee, and committees, including the appointment and revocation of persons as ex officio or honourary officers or members of the Board;

(o) to provide for the establishment of committees by the Corps, the Board, or the Executive Committee, prescribe their powers and duties, method of operation, including procedures at meetings and for filling vacancies, and provide for the delegation of powers or duties of the Board or the Executive Committee to any committee and establish the form and frequency of reports to the Board, the Executive Committee, or the Corps;

(p) to establish categories of membership in the Corps, and prescribe the privileges, obligations and conditions of such categories; and

(q) to do all things as may be necessary or desirable to exercise the powers conferred by this Act, or any powers incidental thereto, and in furtherance of the objects of the Corps.

BY-LAWS

7(1) For the purpose of attaining its objects, and for the implementation of its powers, the Corps may make By-laws not inconsistent with the provisions of this Act, including, without limiting the generality of the foregoing, By-Laws providing for:

(a) the appointment, composition, powers, duties, revocation, and filling of vacancies on committees;

(b) the custody and use of the corporate seal;

(c) the execution of documents by the Corps;

(d) banking and finance;

(e) setting the financial year of the Corps and for the audit of the accounts and transactions of the Corps;

(f) calling, holding and conducting of meetings of the Board and the duties of the members of the Board;

(g) meetings of the Board, Executive Committee and committees by conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and a member of the Board, Executive Committee or committee participating in such a meeting shall be deemed to be present in person at the meeting;

(h) the calling, holding and conduct of meetings of the Executive Committee and the duties of the Executive Committee;

(i) the payment of necessary expenses of the Board, Executive Committee and committees in the conduct of their business;

(j) the management of the property of the Corps;

(k) the application of the funds of the Corps and the investment and reinvestment of any of its funds not immediately required, and for the safekeeping of its securities;

(l) the carrying out of whatever other functions are necessary or incidental to the conduct of the affairs of the Corps.

7(2) No By-law, amendment, or repeal thereof shall be effective until passed by the Board voting at an annual or semi-annual general meeting or at a special meeting of the Board called for that purpose.

7(3) A proposed new By-law, amendment or repeal of an existing By-law, shall be in writing signed by at least two Members of the Executive Committee and shall, not less than thirty days before the meeting, be presented to the secretary who shall include a copy in the notice calling the meeting.

BOARD OF GOVERNORS

8(1) Subject to section 6, the affairs of the Corps shall be managed by a duly elected Board, an Executive Committee, and such other officers as may be appointed by the Board to carry out its work. The Board shall adopt By-laws, elect members of the Executive Committee, make policy decisions, give policy direction to the Executive Committee and review the undertakings of the Executive Committee.

8(2) The Board shall consist of the following:

(a) Chairman,

(b) Vice-Chairman,

(c) Secretary,

(d) Treasurer,

(e) Assistant Secretary,

(f) Assistant Treasurer, and

(g) not less than seven other persons.

8(3) Nomination for election to the Board and for any Officer of the Corps shall be made by the Executive Committee and presented to the Annual Meeting of the Board for ratification.

8(4) A resolution signed by all the members of the Board shall be as valid and effective as if it had been passed at a meeting of the Board duly called and constituted.

EXECUTIVE COMMITTEE

9(1) The Executive Committee shall consist of a Chairman, a Vice-Chairman, the Secretary, Treasurer, Assistant Secretary, Assistant Treasurer, together with such additional members of the Board as provided by By-law. The Board shall elect members of the Executive Committee. Only members of the Board shall be qualified to be elected to the Executive Committee.

9(2) A resolution signed by all the Executive Committee shall be as valid and effective as if it had been passed at a meeting of the Executive Committee duly called and constituted.

TENURE

10(1) The incumbent of the offices of Chairman of the Board and Chairman of the Executive Committee normally will serve not more than two (2) terms in office except under unusual circumstances, when not more than one additional term may be served.

10(2) Notwithstanding subsection (1), the term of office of members of the Board shall be fixed by By-law.

10(3) In case of the resignation, death or incapacity of any member of the Board or the Executive Committee, the vacancy shall be filled as provided by the By-laws, for the balance of the term.

REGULATIONS ACT

11 The Regulations Act does not apply to the Corps or any By-law, rule or resolution made by the Corps, the Board or the Executive Committee however, all By-laws and rules shall be available for inspection by any person at the head office of the Corps at all reasonable times during business hours free of charge.

TRANSITION

12 The present members of the Board and the Executive Committee when this Act comes into force shall continue in office until their successors are elected or appointed in accordance with the Act and the By-laws.

13 Subject to subsection 3(5), the membership of a person who is a Member when this Act comes into force shall not change by reason thereof.

14(1) The rights and obligations of the Corps or any By-law, regulation, resolution or appointment of the Corps are not affected by the enactment of this Act, except to the extent the By-law, regulation, resolution or appointment is inconsistent with this Act.

14(2) The Corps shall exercise and be subject to the provisions of paragraphs (a) to (j) both inclusive, of subsection (2) of section 18 of the Companies Act, and will have all the powers granted by section 14 of the Companies Act.