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Revised Statutes of Newfoundland 1990
AN ACT RESPECTING ENTERPRISE NEWFOUNDLAND AND LABRADOR CORPORATION
1. This Act may be cited as the Enterprise Newfoundland and Labrador Corporation Act.
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2. In this Act
(a) "board" means the board of directors appointed under section 8;
(b) "corporation" means Enterprise Newfoundland and Labrador Corporation which is continued by this Act;
(c) "minister" means the Minister of Development; and
(d) "Newfoundland and Labrador Development Corporation" means the body corporate incorporated under The Companies Act, continued under the Corporations Act under the name of Newfoundland and Labrador Development Corporation Limited and referred to in The Newfoundland and Labrador Development Corporation Limited (Agreement) Act, 1973.
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3. (1) The corporation called Enterprise Newfoundland and Labrador Corporation is continued.
(2) The Corporations Act does not apply to the corporation.
(3) The corporation is the successor in law to the Rural Development Authority and the Newfoundland and Labrador Development Corporation.
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Rural Development Authority
4. (1) Title to all of the property and assets of the Rural Development Authority, including the rural development fund and all other rights of the Rural Development Authority, are vested in the corporation.
(2) The corporation is charged with and assumes all of the obligations and liabilities of the Rural Development Authority.
(3) An agreement made between the Rural Development Authority and another party before January 1, 1991 shall continue in force and shall be binding on the corporation and the other party to it.
(4) Regulations, of a kind similar to the regulations that may be made under this Act, made under the Department of Development Act or a predecessor Act to the Department of Development Act or another Act and in force immediately before January 1, 1991 may be amended or revoked by regulations made under this Act as if they were made under this Act and, in so far as they are not revoked shall continue in force and all the consequences shall follow as if they had been made under the provisions of this Act.
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Newfoundland and Labrador Development Corporation
5. (1) Title to all of the property and assets of the Newfoundland and Labrador Development Corporation and all other rights of the Newfoundland and Labrador Development Corporation are vested in the corporation.
(2) The corporation is charged with and assumes all of the obligations and liabilities of the Newfoundland and Labrador Development Corporation.
(3) Until it is otherwise determined by the board, the persons holding the positions referred to in subsection 15(1) with the Newfoundland and Labrador Development Corporation and the Department of Development immediately before January 1, 1991 shall continue to hold those positions or their equivalent positions with the corporation.
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Scope of corporation
6. The corporation shall be responsible for implementing and making available to an interested person
(a) rural and community development programs and services; and
(b) development and business programs and services,
for the purpose of
(c) contributing to the continuing and stable reduction in the unemployment rate in the province; and
(d) creating employment opportunities for the people of the province.
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Status of corporation
7. The corporation is an agent of the Crown.
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Board of directors
8. (1) The Lieutenant-Governor in Council shall appoint a board of directors of the corporation.
(2) The board shall consist of a minimum of 5 members and a maximum of 9 members.
(3) The Lieutenant-Governor in Council may appoint 1 of the directors to be chairperson and 1 to be vice-chairperson.
(4) The board shall not be disabled from acting by reason of a temporary vacancy in its number, but the number of members shall never be less than 4.
(5) The Lieutenant-Governor in Council may determine the remuneration and terms of service of the members of the board.
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Objects of corporation
9. The objects of the corporation include
(a) promoting the values of an enterprise culture and encouraging self-reliance throughout the province;
(b) promoting, especially, small and medium-sized enterprises including private businesses, co-operatives, credit unions and community development corporations;
(c) promoting and assisting in the integration of local economic development and the work of educational institutions; and
(d) developing and implementing programs to provide persons in an area of the province having an interest in participating in the development of small and medium-sized enterprises with the means of accessing information as to the opportunities for that development together with information as to the advice and assistance, both financial and other, available to facilitate that development.
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Powers of corporation
10. (1) The corporation may
(a) acquire and dispose of real or personal property by lease or otherwise and shall do so in its own name;
(b) deposit money or securities with a bank, trustee, trust company or other depository;
(c) appoint agents to act on its behalf for the purpose of this Act and on those conditions that the board shall determine;
(d) grant or lend money to or provide guarantees on behalf of persons carrying on or proposing to carry on a business or other undertaking in the province subject to those monetary limits prescribed by regulation;
(e) appoint a transaction committee to manage the grant and loan program of the corporation;
(f) pay off or retire existing debts or obligations of a person engaged in a business, where it is necessary to do so in order to improve the security of a loan or other assistance to the person;
(g) take for money loaned a security of any nature that the board may consider advisable;
(h) 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;
(i) 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 may think advisable, the business or a part of the business of a person indebted to the corporation;
(j) establish, incorporate, own and manage other corporations for investment purposes or to further the objects of the corporation;
(k) pay interest on its borrowings and upon money deposited with it and charge and receive interest on loans made by it;
(l) invest and deal with, in the manner that may be determined by the board, the money of the corporation or on deposit with the corporation that is not immediately required;
(m) draw, make, accept, endorse, execute and issue promissory notes, bills of exchange and other negotiable or transferable instruments; and
(n) generally, do all things which the corporation considers necessary, convenient, or advisable for or incidental to the exercise of the powers and the discharge of the obligations of the corporation.
(2) The corporation is charged with the management and control of its property.
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Powers of board
11. (1) The board shall exercise all of the powers and discharge all of the duties of the corporation and administer and manage its business.
(2) The board may
(a) 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;
(b) carry out all of the objects of the corporation, and exercise the corporation's powers as its principal, agent, contractor or otherwise;
(c) obtain information related to its purposes and duties, in the possession of a department or agency of the government of the province, subject to the approval of the minister concerned;
(d) insure the property of the corporation 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;
(e) determine the powers and duties of the president and vice-presidents of the corporation; and
(f) 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.
(3) The board may exercise its powers by resolution except where some other mode of exercising a power is prescribed in this Act or the by-laws.
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12. The board may make by-laws generally for the conduct and management of the affairs of the corporation.
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President and vice-presidents
13. (1) The Lieutenant-Governor in Council shall appoint a president and those vice-presidents that the Lieutenant-Governor in Council considers necessary in order to carry out the objects of the corporation.
(2) The Lieutenant-Governor in Council shall set the remuneration of and terms of service for the president and vice-presidents.
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Corporation may enter into agreements
14. The corporation in keeping with its objects may work with the Government of Canada or one of its departments or agencies to carry out or implement programs on their behalf but a contract or agreement binding the corporation in this regard is subject to the approval of the Lieutenant-Governor in Council.
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Appointment of staff
15. (1) The board may appoint those managers, engineers, accountants and other employees and retain those consultants, advisors and other professional persons that it considers necessary and may fix their remuneration and terms of employment.
(2) A member of the corporation or of the board or a person employed by the corporation does not become, by reason of the office or employment only, an officer or servant of the Crown.
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16. Legal proceedings in respect of a right or obligation acquired or incurred by the corporation may be brought by or against it in the name of the corporation.
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Power to borrow
17. (1) The corporation, subject to the approval of the Lieutenant-Governor in Council, may
(a) borrow money for its purposes by way of temporary, interim or long-term loans; and
(b) secure the repayment of money borrowed,
(i) by issuing bonds, debentures, or other securities of the corporation,
(ii) by executing and delivering mortgages, assignments, conveyances, charges or other incumbrances of and over property of every nature and kind, both present and future, title to which is vested in the corporation, and
(iii) by entering into, executing and delivering a trust deed, trust indenture or an agreement with a lender, a trustee acting for the holders of bonds and debentures or other person or with any of them,
and the money may be borrowed at the rate of interest and upon those terms and conditions, and may be secured in the form that the board approves.
(2) The securities of the corporation may be made payable in a currency approved by the Lieutenant-Governor in Council on the recommendation of the board and expressed in that currency.
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Money may be in Canadian or foreign currency
18. (1) The money authorized to be borrowed under section 17 may be borrowed and repaid in Canadian or United States of America currency or in the currency of another country or partly in one 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.
(2) The Lieutenant-Governor in Council may provide for the creation of a sinking fund amounting to the sum that the Lieutenant-Governor in Council may approve.
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Guarantees of loans
19. (1) Subject to the prior approval of the Lieutenant-Governor in Council, the Minister of Finance, 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 one and partly in the other currency, as the Lieutenant-Governor in Council shall determine, to be raised by the corporation and to be secured by way of bonds or debentures issued by the corporation.
(2) Pending the issue and sale of bonds or debentures the Minister of Finance may, subject to approval of the Lieutenant-Governor in Council, 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 way of bonds or debentures, 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 a bond or debenture issue and for making the repayment of the interim loan and interest a first charge upon the proceeds, after deducting the costs and expenses, including commission charges of and incidental to the floating of the bonds or debentures, and after deducting all other sums that may be required to be deducted under a trust deed, trust indenture or agreement executed and delivered under section 23.
(3) The repayment of a bond or debenture issue 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 or debentures, but the liability of the Crown in respect of the bond or debenture issue 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.
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20. Where a guarantee is given under section 19
(a) a statement in the following form:
Payment of principal, premium, interest and mandatory sinking fund payments on this ________________ is guaranteed by the Province of Newfoundland, Canada, as more fully set out in the Indenture _______________",
or the following form of guarantee:
Under the Enterprise Newfoundland and Labrador Corporation Act, the Government of the Province of Newfoundland unconditionally guarantees to the holder of the ______________, 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 it shall become due and payable _____________",
shall be endorsed on all bonds or debentures guaranteed under this Act; and
(b) the statement or the form of guarantee shall be signed on behalf of the province by the Minister of Finance, and the signature of the Minister of Finance may be engraved, lithographed or otherwise mechanically reproduced on the bonds or debentures.
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Guarantee of payments
21. Notwithstanding section 19, where the payment of an interest, premium or sinking fund payment has been guaranteed under this Act, the Crown may incur liability in excess of the principal sum of the loan to be raised by way of bonds or debentures, to the extent of the guarantee of the interest, premium and sinking fund payment.
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22. The power conferred by section 19 to guarantee the repayment of bond or debenture issues or an interim loan includes the power to guarantee the repayment of part of the issues of bonds or debentures or part of the interim loan but, with respect to an individual loan, the aggregate 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.
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23. The Minister of Finance 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 or debentures 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.
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24. (1) The corporation may, for its purposes, raise short-term loans
(a) in the manner and form;
(b) in those amounts;
(c) in those currencies and from those sources;
(d) for a period not exceeding 2 years;
(e) at the rates of interest, including interest on overdue interest; and
(f) on those conditions, including conditions relating to discounts, premiums, charges and commissions,
that the corporation may determine.
(2) All short-term loans, including the aggregate amount of those loans, raised under the authority of subsection (1) may be unconditionally guaranteed by the Minister of Finance, subject to the prior approval of the Lieutenant-Governor in Council.
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25. The financial requirements of the corporation shall be defrayed out of money appropriated for that purpose by the Legislature.
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26. The financial year of the corporation shall be the same as the financial year of the province.
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27. The corporation shall, not later than December 31 in every year, prepare and adopt and submit to the Lieutenant-Governor in Council through the minister a budget containing estimates of all sums required during the next financial year for the purposes of the corporation, and each budget shall contain the estimated revenue and expenditure in the detail and in the form that the minister prescribes.
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Budget may be revised
28. Where in a financial year it appears that the actual revenue or expenditure of the corporation is likely to be substantially greater or less than estimated in its budget, the corporation may, and where required by the minister shall, submit to the Lieutenant-Governor in Council through the minister a revised budget containing the particulars required under section 27 and, in addition, the particulars of actual receipts and payments and outstanding liabilities up to the date of submission.
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29. (1) The Lieutenant-Governor in Council may approve or disapprove a budget submitted by the corporation.
(2) Whenever the minister requires the corporation to submit a revised budget under section 28, he or she may notify the corporation that the approval given in respect of a budget previously submitted is withdrawn and shall state the date upon which the withdrawal takes effect.
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Corporation limited to budget
30. Except with the approval of the Lieutenant-Governor in Council, the corporation shall not in a year contract or become liable for an expenditure or indebtedness beyond or in excess of the estimated amount of expenditure set out in an approved budget.
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Report to minister
31. (1) The corporation shall, not later than September 30 in each year, prepare and submit to the Lieutenant-Governor in Council through the minister a financial statement setting out the assets and liabilities of the corporation, a copy of its audited financial statement and the receipts and expenditures of the corporation for the previous financial year, together with a report concerning the work of the corporation during the previous financial year.
(2) The statement and report referred to in subsection (1) shall be laid before the Legislature within 15 days after they are submitted to the Lieutenant-Governor in Council if the Legislature is then sitting, or within 15 days after the commencement of the next session.
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32. (1) The financial statement referred to in section 31 shall be signed by the president of the corporation and 1 member of the board.
(2) An independent auditor shall examine the financial statement referred to in section 31 prior to the statement being submitted to the Lieutenant-Governor in Council.
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Government may purchase securities of corporation
33. Notwithstanding the Financial Administration Act or this or another Act or law and notwithstanding that the corporation is an agent of the Crown in right of the province, the government of the province may purchase the securities of the corporation, and the Minister of Finance 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.
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34. The Lieutenant-Governor in Council may make regulations to give effect to the provisions of this Act including regulations for the general administration of this Act.
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