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RSNL1990 CHAPTER I-3

INDUSTRIAL DEVELOPMENT
CORPORATION ACT

Amended:

2001 cN-3.1 s2; 2006 c40 s21

CHAPTER I-3

AN ACT RESPECTING THE NEWFOUNDLAND AND LABRADOR INDUSTRIAL DEVELOPMENT CORPORATION

2001 cN-3.1 s2

Analysis



Short title

        1. This Act may be cited as the Industrial Development Corporation Act .

RSN1970 c263 s1

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Definitions

        2. In this Act

             (a)  "board" means the board of directors of the corporation;

             (b)  "corporation" means the Newfoundland and Labrador Industrial Development Corporation continued by this Act;

             (c)  "minister" means the minister appointed under the Executive Council Act to administer this Act; and

             (d)  "person" includes, in addition to a natural person, a company and other corporation, a partnership, a co-operative society and every other body capable under law of entering into a contract as well as their heirs, executors and administrators or other legal representatives.

RSN1970 c263 s2; 1973 No48 s3; 2001 cN-3.1 s2; 2006 c40 s21

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Corporation

        3. (1) The Newfoundland and Labrador Industrial Development Corporation is continued as a corporation.

             (2)  The membership of the corporation shall consist of not less than 3 and not more than 9 members to be appointed by the Lieutenant-Governor in Council.

             (3)  The Lieutenant-Governor in Council may fill a vacancy in the membership of the corporation, or may remove and replace a member.

RSN1970 c263 s4; 2001 cN-3.1 s2

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Status of corporation

        4. (1) The corporation is an agent of the Crown.

             (2)  The corporation may, on behalf of the Crown, enter into contracts or other agreements and acquire and dispose of and otherwise deal with real and personal property and rights of all kinds in the name of the corporation.

             (3)  Notwithstanding that the corporation is an agent of the Crown, it may

             (a)  acquire from the Crown in right of Canada , of the province or of the other provinces of Canada or from an agency of the Crown in right of Canada or of the provinces of Canada real and personal property and rights of all kinds;

             (b)  enter into contracts with the Crown in all or any of the rights referred to in paragraph (a) or an agency of the Crown; and

             (c)  appoint agents to act on its behalf for the purposes of this Act and on the conditions that the board considers necessary.

             (4)  A member of the corporation or of the board or a person employed by the corporation does not become, because of the office or employment only, an officer or servant of the Crown.

RSN1970 c263 s5

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Staff

        5. The corporation may, subject to the approval of the Lieutenant-Governor in Council, appoint the staff that it considers necessary or may, with that approval, arrange for the temporary or permanent transfer of members of the public service to its staff or may make the appointments and arrange for the transfers.

RSN1970 c263 s6

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Office

        6. (1) The head office of the corporation shall be at St. John's .

             (2)  Subject to the approval of the Lieutenant-Governor in Council, the corporation may establish other offices and agencies in the province that it considers desirable.

RSN1970 c263 s7

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Powers of corporation

        7. (1) Notwithstanding that it is an agent of the Crown, the corporation may

             (a)  lend money to a person carrying on or proposing to carry on in the province a business, where the business is one approved for the purpose by the Lieutenant-Governor in Council;

             (b)  pay off or retire existing debts or obligations of a person engaged in a business, where, in the opinion of the Lieutenant-Governor in Council, it is necessary to do so in order to improve the security of a loan or other assistance to the persons;

             (c)  take for money loaned a security of a nature that the board considers advisable and take further security of the nature that the board considers advisable;

             (d)  take or otherwise acquire and hold the shares, stock, debentures or other securities of a company wherever incorporated and sell or otherwise deal with them;

             (e)  subject to an agreement or an Act or law, take over the assets of and carry on, either alone or in conjunction with another person, as often and for the period that the board considers advisable, the business or a part of the business of a person indebted to the corporation;

              (f)  borrow by way of temporary, interim or long term loans or raise or secure the payment of money in the manner that the corporation thinks appropriate and, in particular, by the issue of bonds, debentures or other securities and purchase, redeem or pay off the securities;

             (g)  pay interest on its borrowings and upon money deposited with it and charge and receive interest on loans made by it;

             (h)  purchase, lease, take in exchange, hire or otherwise acquire and hold real or personal property and rights or privileges that the corporation considers necessary or convenient for the purposes of its business;

              (i)  sell, improve, manage, exchange, lease, mortgage, charge, dispose of, turn to account, or otherwise deal with all or a part of the property and rights of the corporation;

              (j)  invest and deal with, in the manner that may be determined, the money of the corporation or on deposit with the corporation that is not immediately required;

             (k)  cause the corporation to be registered and recognized in a foreign country or place, and designate persons there, according to the laws of the foreign country or place, to represent the corporation, and to accept service for and on behalf of the corporation of a process or suit;

              (l)  draw, make, accept, endorse, execute and issue promissory notes, bills of exchange and other negotiable or transferable instruments;

            (m)  carry out all of the objects of the corporation, and exercise its powers as principal, agent, contractor or otherwise;

             (n)  enter into agreements with the Government of Canada or with an agency or instrument of the Government of Canada or with another person for the purpose of carrying out the intent and purposes of this Act;

             (o)  insure the property acquired by it or held by it with an insurance company licensed to do business in the province or with another insurance company approved for the purpose by the Lieutenant-Governor in Council; and

             (p)  do all other matters and things and exercise other powers that are incidental or conducive to the attainment of the objects and exercise of the powers of the corporation or that may be considered necessary for the better carrying out of this Act.

             (2)  The rights and powers granted to the corporation by this section and the other provisions of this Act shall be in addition to the rights and powers conferred on it by section 20 of the Interpretation Act .

             (3)  The corporation may exercise its powers by resolution of the board except where some other mode of exercising a power is prescribed in this Act or by the by-laws.

RSN1970 c263 s8

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Money may be in Canadian or foreign currency

        8. The money authorized to be borrowed under section 7 may be borrowed and repaid in Canadian or United States of America currency, or in the currency of another country or partly in 1 such currency and partly in another, as the corporation may approve, and authority for borrowing or repaying the money includes authority to pay the exchange charges that may be applicable to the currency and the interest and premium incurred in respect of the borrowing, and to make sinking fund payments in respect of the money.

RSN1970 c263 s9

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Board of directors

        9. (1) The members of the corporation shall be the board of directors of the corporation.

             (2)  The Lieutenant-Governor in Council may appoint 1 of the directors to be chairperson and 1 to be vice-chairperson.

             (3)  The board shall not be disabled from acting because of a temporary vacancy in its number, but the number of members shall never be less than 3.

             (4)  A majority of the board constitutes a quorum for the transaction of business.

             (5)  The affirmative votes of a majority of the directors present at a meeting of the board at which a quorum is present are sufficient to pass a resolution which the board is competent to make.

             (6)  The Lieutenant-Governor in Council may by order determine the remuneration and terms of service of the members of the board.

RSN1970 c263 s10

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Powers of board

     10. Except where otherwise provided, the board may exercise all the powers of the corporation.

RSN1970 c263 s11

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By-laws

     11. Subject to the approval of the Lieutenant-Governor in Council, the board may make by-laws providing for

             (a)  meetings of the board;

             (b)  the conduct and management of the business and affairs of the corporation, including the fixing of the corporation's financial year;

             (c)  the appointment, functions, duties and removal of all officers, employees or agents of the corporation;

             (d)  the time and place for the holding of the annual general meeting of the corporation, the calling of regular and special meetings of the board, and the procedure at general meetings and board meetings;

             (e)  the disposal of all money received in respect of the business of the corporation, the institutions in which the money is to be deposited, the manner in which accounts are to be kept and managed, and the manner in which withdrawals are to be made from the accounts;

              (f)  the establishment of reserve funds and the control, management and disposition of the funds and the purposes for which payments are to be made out of the reserve funds;

             (g)  the borrowing by temporary loans from chartered banks or treasury branches by overdraft or line of credit or by pledging debentures as security or in another manner, and the execution of cheques, promissory notes or other instruments used in connection with temporary borrowings;

             (h)  the execution of bonds, debentures and other securities of the corporation, and the provision of facsimile seals and signatures;

              (i)  the sale and pledging of securities and the appointment of financial agents to negotiate loans and sell securities of the corporation;

              (j)  the creation and application of sinking funds;

             (k)  the management and administration of the corporation's property; and

              (l)  all matters necessary or incidental to the carrying on of the business of the corporation.

RSN1970 c263 s12

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Remuneration

     12. The rates of remuneration of the officers, employees and agents of the corporation shall be subject to the approval of the Lieutenant-Governor in Council.

RSN1970 c263 s13

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Members of House of Assembly may serve

     13. Notwithstanding the Legislative Disabilities Act , where a member of the House of Assembly is a member of the corporation or of the board or a member of both the corporation and the board, his or her seat does not become vacant because of the member's appointment and acceptance of remuneration as a member of the corporation or the board or of both the corporation and the board.

RSN1970 c263 s14

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Deposit account

     14. (1) Subject to the approval of the Lieutenant-Governor in Council, the corporation shall provide for the establishment of a deposit account in which funds and investments received from a person may be held.

             (2)  Money credited to the deposit account may be used by the corporation for loans to a person.

             (3)  Interest at a rate which shall be prescribed in the regulations may be paid by the corporation on money deposited with the corporation.

             (4)  The repayment of money deposited with the corporation under this section together with interest as prescribed by the regulations may be guaranteed by the Crown and the guarantee may be made on behalf of the Crown by a minister of the Crown designated for the purpose by the Lieutenant-Governor in Council and in the form that the Lieutenant-Governor in Council approves.

RSN1970 c263 s15

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Corporation not to borrow

     15. The corporation shall not borrow money or start a business until authorized by the Lieutenant-Governor in Council to do so.

RSN1970 c263 s16

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Annual report

     16. (1) The corporation shall make and provide to the minister, as soon as is reasonably possible after the end of each financial year of the corporation, but not later than June 30 following the end of the year, a report on its business and transactions during that financial year.

             (2)  A statement of the amounts borrowed by the corporation in a financial year of the corporation shall be included in the annual report of the corporation for that financial year.

RSN1970 c263 s17; 1971 No44 s2

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Guarantee of loans

     17. (1) Subject to the prior approval of the Lieutenant-Governor in Council, the minister, acting for and on behalf of the Crown, may unconditionally guarantee as to principal, interest, including interest on overdue interest, premium and sinking fund payments, loans, in Canadian or United States of America currency or in the currency of another country, or partly in 1 such currency and partly in another, as the Lieutenant-Governor in Council shall determine, not exceeding in total the limit fixed under subsection (2), to be raised by the corporation, by bonds, debentures or other securities issued by the corporation, the bonds, debentures or other securities to be issued

             (a)  in a principal amount not exceeding the sum;

             (b)  at a rate of interest, including interest on overdue interest and premium;

             (c)  on the terms and conditions; and

             (d)  with provisions for redemption at the time

that may be approved by the Lieutenant-Governor in Council, and the bonds, debentures or other securities may be issued or sold in the numbers and amounts, at the times, at the prices and upon the terms that the Lieutenant-Governor in Council may approve.

             (2)  The total of guarantees under this section shall not exceed a limit to be fixed by the Lieutenant-Governor in Council, and it shall be the duty of the minister to see that this limit is not exceeded.

             (3)  Pending the issue and sale of bonds, debentures or other securities referred to in subsection (1), the minister may guarantee the repayment by the corporation of an interim loan, with or without interest, not exceeding the principal sum of the loan to be raised by bonds, debentures or other securities, where provision satisfactory to the Minister of Justice is made for the repayment of the interim loan together with interest out of the proceeds of the bonds, debentures or other securities and for making the repayment of the interim loan and interest a 1st charge upon the proceeds, after deducting the costs and expenses, including commission charges of and incidental to the floating of the bonds, debentures or other securities and after deducting all other sums required to be deducted under a trust deed, trust indenture or agreement executed and delivered under section 22.

             (4)  The repayment of bonds, debentures or other securities may be guaranteed under subsection (1) even if an interim loan to the corporation has already been guaranteed under this section and even though pending the repayment of the interim loan the liability of the Crown will exceed the principal sum of the loan to be raised by way of bonds, debentures or other securities, but the liability of the Crown in respect of the bonds, debentures or other securities and in respect of the interim loan shall not exceed double the principal sum of the loan to be raised by way of bonds or debentures.

RSN1970 c263 s18; 1973 No13 s2

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Endorsement on bonds or debentures

     18. Notwithstanding the Financial Administration Act , where a guarantee is given under section 17 of this Act,

             (a)  a statement in the following form:

"Guarantor's Certificate

               Payment of principal, premium, interest and mandatory sinking fund payments on this . . . . . . . . . . . . . is guaranteed by the Province of Newfoundland and Labrador , Canada , as more fully set out in the Indenture.

. . . . . . . . . . . . . . . . . . . . . .",

or the following form of guarantee:

"Guarantee

               Under the Industrial Development Corporation Act , the Province of Newfoundland and Labrador unconditionally guarantees to the holder of the within . . . . . . . . . . . . . , the payment on the respective due dates of the principal, premium and interest to become due in respect of it, and also unconditionally guarantees mandatory sinking fund payments in respect of the issue of . . . . . . . . . . . . . . of which this . . . . . . . . . . . . . . forms a part, as and when the payments become due.

. . . . . . . . . . . . . . . . . . . . ",

shall be endorsed on all bonds, debentures or other securities guaranteed under section 17; and

             (b)  the statement or the form of guarantee shall be signed on behalf of the province by the minister, and the signature of the minister may be engraved, lithographed or otherwise mechanically reproduced on the bonds, debentures or other securities.

RSN1970 c263 s19; 1973 No13 s2; 2001 cN-3.1 s2

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Guarantee of interest, premium and sinking fund payments

     19. Notwithstanding subsection 17(4), where the payment of interest, a premium or a sinking fund payment has been guaranteed under this Act, the Crown may incur liability, in excess of the principal sum of the loan in respect of which the payment was guaranteed, to the extent of the guarantee of the interest, premium and sinking fund payment.

RSN1970 c263 s20

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Further respecting guarantee

     20. The power conferred by section 17 to guarantee the repayment of bonds, debentures or other securities or an interim loan includes the power to guarantee the repayment of part of the bonds, debentures or other securities or part of the interim loan but, with respect to an individual loan, the total of the principal sums guaranteed by the Crown, exclusive of an interim loan guaranteed under that section and exclusive of interest, premium and sinking fund payments shall not exceed the principal sum of the individual loan.

RSN1970 c263 s21

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Temporary loans

     21. (1) The minister, acting for and on behalf of the Crown may unconditionally guarantee as to principal and interest temporary loans, other than the interim loans referred to in section 17, to be raised by the corporation, in Canadian or United States of America currency or in the currency of another country or partly in 1 such currency and partly in another, not exceeding in total the limit fixed under subsection (2), every such loan to be repaid by the corporation within a period, not exceeding 24 months, and to be

             (a)  in a principal amount not exceeding the sum;

             (b)  at a rate of interest, including interest on overdue interest and premium;

             (c)  at the discount; and

             (d)  on the other terms and conditions

that may be approved by the minister.

             (2)  The total of guarantees under this section shall not exceed a limit to be fixed by the Lieutenant-Governor in Council, and it shall be the duty of the minister to see that this limit is not exceeded.

             (3)  A guarantee given under this section shall be in the form that the Lieutenant-Governor in Council approves.

RSN1970 c263 s22; 1973 No13 s2

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Agreements

     22. The minister acting on behalf of the Crown may enter into, execute and deliver a trust deed, trust indenture or an agreement with the corporation, a lender, a trustee acting for the holders of bonds, debentures or other securities or another person or company setting out the terms and conditions of a guarantee of a loan to be made in accordance with this Act.

RSN1970 c263 s23; 1973 No13 s2

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Performance under guarantee

     23. A payment that the Crown may be required to make under this Act shall be paid by the minister out of the Consolidated Revenue Fund of the province, or it may be paid out of funds provided in the manner prescribed in section 55 of the Financial Administration Act , or out of other funds appropriated for the purpose by the Legislature or it may be paid partly in 1 way and partly in another.

RSN1970 c263 s24

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Securities to be properly authorized

     24. The corporation shall not accept securities of a person unless all the requirements of the governing Acts have been complied with by the person issuing the security.

RSN1970 c263 s26

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Audit

     25. (1) The auditor general shall be the auditor of the corporation.

             (2)  The auditor shall make the examination that will enable him or her to report to the board as required under subsection (3).

             (3)  The auditor shall make a report to the board on the financial statements to be laid before the board in a general meeting and shall state in his or her report whether in his or her opinion the financial statements referred to there present fairly the financial position of the corporation, the results of its operations for the period under review and the changes in its financial position, in accordance with generally accepted accounting principles applied on a basis consistent with that of the preceding period.

             (4)  The auditor in his or her report shall make those statements that he or she considers necessary in a case where

             (a)  the financial statement of the corporation is not in agreement with the accounting records;

             (b)  the financial statement of the corporation is not in accordance with the requirements of this Act;

             (c)  he or she has not received all the information and explanations that are required; or

             (d)  proper accounting records have not been kept, so far as appears from his or her examination.

             (5)  The auditor shall have access at all times to all records, documents, books, accounts and vouchers of the corporation, and is entitled to require from the directors, managers and officers of the corporation

             (a)  information and explanations;

             (b)  access to all records, documents, books, accounts and vouchers of a subsidiary company; and

             (c)  information and explanations from the directors, managers and officers of a subsidiary company,

that in the auditor's opinion may be necessary to enable him or her to report as required by subsection (3).

             (6)  In the auditor's report, the auditor shall specifically call to the attention of the board matters connected with or arising out of the accounts of the corporation that should, in the auditor's opinion, be drawn to the attention of the board.

             (7)  The auditor is entitled to attend a general meeting of the corporation and to receive all notices and other communications relating to that meeting, unless waived by him or her, and to be heard at that meeting that he or she attends on a part of the business of the meeting that concerns him or her as auditor.

             (8)  The corporation, upon receipt, not less than 7 days before a general meeting of the members, of a written request of not less than 2 members that the auditor be requested to attend the meeting, shall immediately in writing request the auditor to attend that meeting of the members, and the auditor or his or her representative shall attend.

RSN1970 c263 s27; 1975-76 No65 s2

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Auditor general's report

     26. (1) A copy of the report of the auditor general signed by him or her shall be deposited with the minister.

             (2)  The minister shall lay a copy of the report provided to him or her by the corporation under section 16 and a copy of the report of the auditor general before the Legislature within 15 days after it is made, if the Legislature is then in session, and if it is not, then within 15 days after the beginning of the next session.

RSN1970 c263 s28

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Government may purchase securities of corporation

     27. Notwithstanding the Financial Administration Act or this or another Act or law and notwithstanding that the corporation is an agent of the Crown, the government of the province may purchase the securities of the corporation, and the minister shall pay all expenses and charges of or incidental to a purchase made under this section out of the Consolidated Revenue Fund of the province.

RSN1970 c263 s29

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Corporation may act as financial agents

     28. The corporation may act as financial agents or otherwise for a person in negotiating loans, refinancing of loans or in another capacity authorized by the regulations.

RSN1970 c263 s30

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Powers are subject to regulations

     29. In the exercise of the powers set out in this Act, the corporation is subject to regulations prescribing the securities that the corporation may purchase or accept and the form of investments that the corporation may make.

RSN1970 c263 s31

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Disposal of profits

     30. Notwithstanding a by-law made under paragraph 11(e), the balances that the minister considers to be available to the Crown out of the net profits of the corporation shall be paid into the Consolidated Revenue Fund at those intervals and in the manner that the minister may direct by notice to the chairperson of the board.

1982 c53 s1

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Regulations

     31. The Lieutenant-Governor in Council may make regulations

             (a)  prescribing the rates of interest that the corporation may

                      (i)  pay upon deposits, and

                     (ii)  charge upon loans;

             (b)  prescribing the fees and charges the corporation may make in respect of services offered by it;

             (c)  governing the manner of making loans, the purposes for which loans may be made and prescribing the terms and conditions of the loans; and

             (d)  generally to give effect to the purpose of this Act.

RSN1970 c263 s32

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Securities Act

     32. TheSecurities Act and the regulations made under that Act do not apply with respect to securities or transactions of the corporation.

RSN1970 c263 s33