C-24

An Act to provide for the constitution and powers of The Canadian Wheat Board

1. This Act may be cited as the Canadian Wheat Board Act.

R.S., c. C-12, s. 1.

2. (1) In this Act,

“actual producer” means a producer actually engaged in the production of grain;

“bank” means

(a) a bank or an authorized foreign bank within the meaning of section 2 of the Bank Act,

(b) a credit union, caisse populaire or other cooperative credit society that is designated by the Minister on the application of that society as a bank for the purposes of this Act,

(c) a company within the meaning of the Trust and Loan Companies Act, or a company, society or provincial company within the meaning of the Insurance Companies Act, that is designated by the Minister on the application of that company, society or provincial company as a bank for the purposes of this Act, and

(d) a Province of Alberta Treasury Branch established pursuant to The Treasury Branches Act as enacted by the Legislature of the Province of Alberta;

“board” means the board of directors of the Corporation referred to in section 3.01;

“Board”[Repealed, 1998, c. 17, s. 1]

“Corporation” means The Canadian Wheat Board continued by section 3;

“designated area” means that area comprised by the Provinces of Manitoba, Saskatchewan and Alberta, and that part of the Province of British Columbia known as the Peace River District, and any other areas that the Corporation may designate under subsection (3);

“elevator” means a grain elevator, warehouse or mill that has been declared by Parliament to be a work for the general advantage of Canada;

“grain” includes wheat, oats, barley, rye, flaxseed, rapeseed and canola;

“Minister” means such member of the Queen’s Privy Council for Canada as is designated by the Governor in Council as the Minister for the purposes of this Act;

“order” means any order of the Corporation made under this Act and includes “instructions to the trade” issued by the Corporation;

“permit book” means a Canadian Wheat Board delivery permit issued pursuant to this Act by the Corporation for a crop year;

“pooling point” means a place designated pursuant to subsection (5);

“producer” includes, as well as an actual producer, any person entitled, as landlord, vendor or mortgagee, to the grain grown by an actual producer or to any share therein;

“quota” means the quantity of grain authorized to be delivered from grain produced on land described in a permit book as fixed from time to time by the Corporation, whether expressed as a quantity that may be delivered from a specified number of acres or otherwise;

“wheat product” means any substance designated as such by the Governor in Council under subsection (4).

(2) Unless it is otherwise provided in this Act, words and expressions used in this Act have the same meaning as in the Canada Grain Act, except that where in any definition of any such word or expression contained in that Act the word “elevator” is used, it has the meaning given to it under subsection (1).

(3) The Corporation may, by order, designate parts of the Province of British Columbia, other than the Peace River District, and parts of the Province of Ontario lying in the Western Division that are included in the designated area, for the purposes of this Act.

(4) The Governor in Council may, by regulation, designate substances produced by processing or manufacturing wheat, either alone or together with any other material or substance, as wheat products for the purposes of this Act.

(5) The Governor in Council may, by regulation, designate any place in Canada as a pooling point for the purposes of this Act.

R.S., 1985, c. C-24, s. 2; R.S., 1985, c. 38 (4th Supp.), s. 1; 1991, c. 47, s. 713; 1995, c. 31, s. 1; 1998, c. 17, ss. 1, 28(E); 1999, c. 28, s. 152.

2.1 This Act is binding on Her Majesty in right of Canada or a province.

1998, c. 17, s. 2.

3. (1) The Canadian Wheat Board is hereby continued.

(2) The headquarters of the Corporation are in the city of Winnipeg in the Province of Manitoba.

R.S., 1985, c. C-24, s. 3; 1998, c. 17, s. 3.

3.01 (1) The board of directors shall direct and manage the business and affairs of the Corporation and is for those purposes vested with all the powers of the Corporation.

(2) The board consists of fifteen directors, including a chairperson and a president.

1998, c. 17, s. 3.

3.02 (1) Four directors are appointed by the Governor in Council on the recommendation of the Minister. Ten directors are elected by producers in accordance with sections 3.06 to 3.08 and the regulations. The president is appointed by the Governor in Council in accordance with section 3.09.

(2) The directors, with the exception of the president, hold office for a maximum term of four years, up to a maximum of three terms.

(3) Unless the Governor in Council directs otherwise, the directors, with the exception of the president, shall perform their functions on a part-time basis.

(4) For greater certainty, the appointed directors and the elected directors have the same powers, duties and functions.

1998, c. 17, s. 3.

3.03 (1) The directors are paid the remuneration that is fixed by resolution of the board.

(2) The directors, with the exception of the president, are entitled to be paid reasonable travel and living expenses incurred by them in the course of their duties under this Act while absent from their ordinary place of residence.

1998, c. 17, s. 3.

3.04 (1) The board designates one director to be the chairperson and may fix the remuneration of the chairperson.

(2) The chairperson performs the duties conferred on the chairperson by the by-laws, calls and presides at meetings of the board and determines the agenda at those meetings.

(3) If the chairperson is absent or unable to act, the board may designate one of the directors to act as chairperson.

1998, c. 17, s. 3.

3.05 The board may make by-laws respecting the administration and management of the business and affairs of the Corporation, including

(a) the convening, frequency and conduct of meetings of the board, the participation of directors in those meetings by telephone or other communication facilities, the quorum at the meetings and the confidentiality of the board’s deliberations;

(b) the holding of annual meetings and any other method by which the board may demonstrate its accountability to producers;

(c) the conditions under which elected directors may be removed from office;

(d) the periodic review of the performance of the president by the board;

(e) the manner in which the board may recommend to the Minister the removal of the president;

(f) the establishment of committees of the board and the powers, duties and functions of the committees; and

(g) the exercise of the powers set out in subsection 6(1).

1998, c. 17, s. 3.

3.06 (1) The Governor in Council may, on the recommendation of the Minister, make regulations respecting the election of directors.

(2) After the date referred to in section 3.08, the Minister shall not make the recommendation referred to in subsection (1) unless he or she has consulted with the board, including consulting with respect to geographical representation on the board and the staggering of the terms of office of directors.

1998, c. 17, s. 3.

3.07 Subject to the regulations, the Corporation shall take any measures that the Minister may determine for the proper conduct and supervision of an election of directors, including

(a) employing the persons necessary to conduct or manage the election and the payment of any fees, costs, allowances and expenses of any person so employed, that the Minister may determine; and

(b) paying the costs of the election incurred by or on behalf of the Corporation, including the costs incurred in the preparation, printing and distribution of material providing information on candidates.

1998, c. 17, s. 3.

*3.08 The Minister shall determine the date on which the first directors elected shall assume office, which date shall not be later than December 31, 1998. At least thirty days before that date, the Minister shall publish a notice of that date in the Canada Gazette.

* [Note: The Minister of Natural Resources has determined that the first elected directors of the Canadian Wheat Board shall assume office on December 31, 1998, see Canada Gazette Part I, Volume 132, page 3196.]

1998, c. 17, s. 3.

3.09 (1) The president is appointed by the Governor in Council on the recommendation of the Minister and holds office during pleasure for the term that the Governor in Council may determine.

(2) The Minister may recommend that a person be appointed president only if

(a) the Minister has consulted the board with respect to

(i) the qualifications required of the president, and

(ii) the person whom the Minister is proposing to recommend; and

(b) the board has fixed the remuneration to be paid to the president and has informed the Minister of the remuneration.

(3) Notwithstanding the other provisions of this section, the Governor in Council may appoint a transitional president and fix the remuneration to be paid to him or her. The transitional president’s term may not end more than one year after the coming into force of this subsection.

1998, c. 17, s. 3.

3.1 (1) The president is paid the remuneration fixed in accordance with paragraph 3.09(2)(b) or subsection 3.09(3).

(2) The president is entitled to be paid reasonable travel and living expenses incurred during the course of the president’s duties under this Act while absent from the president’s ordinary place of work.

1998, c. 17, s. 3.

3.11 (1) The president is the chief executive officer of the Corporation and has, on behalf of the board, responsibility for the direction and management of the business and day-to-day operations of the Corporation with authority to act, subject to resolution of the board, in all matters that are not by this Act or the by-laws specifically reserved to be done by the board or the chairperson.

(2) If the president is absent or unable to act or the office of president is vacant, the Minister may appoint an interim president. An interim president shall not act for more than ninety days without the approval of the Governor in Council.

1998, c. 17, s. 3.

3.12 (1) The directors and officers of the Corporation in exercising their powers and performing their duties shall

(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 reasonably prudent person would exercise in comparable circumstances.

(2) The directors and officers of the Corporation shall comply with this Act, the regulations, the by-laws of the Corporation and any directions given to the Corporation under this Act.

(3) Directors and officers are not liable under subsection (1) or (2) if they rely in good faith on

(a) financial statements of the Corporation represented to them by an officer of the Corporation or in a written report of the auditor of the Corporation as fairly reflecting the financial condition of the Corporation; or

(b) a report of a lawyer, notary, accountant, engineer, appraiser or other person whose position or profession lends credibility to a statement made by that person.

1998, c. 17, s. 3.

3.13 (1) The Corporation may indemnify a present or former director or officer of the Corporation or a person who acts or acted as a director or officer at the request of the Corporation, and their heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, that are reasonably incurred by them in respect of any civil, criminal or administrative action or proceeding to which they are a party by reason of being or having been such a director, officer or person if they

(a) acted honestly and in good faith with a view to the best interests of the Corporation; and

(b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, believed on reasonable grounds that their conduct was lawful.

(2) Despite anything in this section, a person referred to in subsection (1) is entitled to indemnity from the Corporation in respect of all costs, charges and expenses reasonably incurred by that person in connection with the defence of any civil, criminal or administrative action or proceeding to which the person is made a party by reason of being or having been a director or officer of the Corporation, if the person

(a) was substantially successful on the merits in their defence of the action or proceeding; and

(b) fulfils the conditions set out in paragraphs (1)(a) and (b).

(3) The Corporation or a person referred to in subsection (1) may apply to a court for an order approving an indemnity under this section and the court may so order and make any further order it thinks fit.

1998, c. 17, s. 3.

4. (1) The Corporation is a body corporate having capacity to contract in the name of the Corporation.

(2) The Corporation is not an agent of Her Majesty and is not a Crown corporation within the meaning of the Financial Administration Act.

(3) Actions taken by or against the Corporation in respect of rights and obligations acquired or incurred by the Corporation on behalf of Her Majesty before the date referred to in section 3.08, for all purposes, are deemed to have been taken by or against Her Majesty, as the case may be.

R.S., 1985, c. C-24, s. 4; 1998, c. 17, ss. 4, 28(E).

5. The Corporation is incorporated with the object of marketing in an orderly manner, in interprovincial and export trade, grain grown in Canada.

R.S., 1985, c. C-24, s. 5; 1998, c. 17, s. 28(E).

6. (1) The Corporation possesses the following powers:

(a) to buy, take delivery of, store, transfer, sell, ship or otherwise dispose of grain;

(b) to enter into contracts or agreements for the purchase, sale, handling, storage, transportation, disposition or insurance of grain;

(c) subject to the approval of the Minister of Finance, to enter into commercial banking arrangements;

(c.01) subject to section 19, to borrow money by any means, including the issuing, reissuing, selling and pledging of bonds, debentures, notes and other evidences of indebtedness of the Corporation;

(c.1) subject to the approval of the Minister of Finance, to invest moneys of the Corporation in bonds, debentures, notes or other evidences of indebtedness of or guaranteed by

(i) the Government of Canada or of any province of Canada,

(ii) the government of a foreign country or of any province or state of that country, or

(iii) a financial institution whether in or outside Canada;

(c.2) in the course of its operations, to enter into and deal with any contracts and transactions that the Corporation considers necessary for risk management purposes, including options, futures contracts, forward contracts and currency, commodity and interest rate swaps;

(c.3) to establish a contingency fund consisting of the amounts specified by the regulations, that may be used

(i) to guarantee adjustments to initial payments provided for in subparagraph 32(1)(b)(ii), or

(ii) to provide for potential losses from operations under section 33.01 or 39.1;

(c.4) to issue negotiable certificates in accordance with this Act;

(d) to acquire, hold and dispose of real and personal property, but the Corporation shall not acquire or dispose of any real property without the approval of the Governor in Council;

(e) to employ such technical, professional or other officers, clerks or employees as may be necessary for the conduct of its business;

(f) to establish branches or employ agents in Canada or elsewhere;

(g) to establish, utilize and employ such marketing agencies or facilities as it deems necessary for the purpose of its operations under this Act;

(h) to operate elevators, either directly or by means of agents, and subject to the Canada Grain Act, to pay such agents, commissions, storage and other charges, remuneration or compensation as may be agreed on with the approval of the Canadian Grain Commission;

(i) to authorize any officer or employee of the Corporation or any other person to act on behalf of the Corporation in the conduct of its operations under this Act;

(j) to act as agent for or on behalf of any minister or agent of Her Majesty in right of Canada in respect of any operations that it may be directed to carry out by the Governor in Council; and

(k) generally to do all such acts and things as may be necessary or incidental to carrying on its operations under this Act.

(2) The Governor in Council may make regulations authorizing the Corporation to deduct an amount from any amount it receives in the course of its operations under this Act and to credit the amount so deducted to the contingency fund established under paragraph (1)(c.3).

(3) [Not in force]

(4) For greater certainty, the balance at any particular time of the contingency fund established under paragraph (1)(c.3) need not be positive.

(5) For greater certainty, the property held by the Corporation on behalf of Her Majesty in right of Canada on the date referred to in section 3.08 is the property of the Corporation on that date.

R.S., 1985, c. C-24, s. 6; R.S., 1985, c. 38 (4th Supp.), s. 2; 1998, c. 17, ss. 6, 28(E).

7. (1) Subject to the regulations, the Corporation shall sell and dispose of grain acquired by it pursuant to its operations under this Act for such prices as it considers reasonable with the object of promoting the sale of grain produced in Canada in world markets.

(2) Profits realized by the Corporation from its operations in wheat under this Act during any crop year, other than from its operations under Part III, with respect to the disposition of which no provision is made elsewhere in this Act, shall be paid to the Receiver General for the Consolidated Revenue Fund.

(3) Losses sustained by the Corporation

(a) from its operations under Part III in relation to any pool period fixed thereunder, during that pool period, or

(b) from its other operations under this Act during any crop year,

for which no provision is made in any other Part, shall be paid out of moneys provided by Parliament.

R.S., 1985, c. C-24, s. 7; 1998, c. 17, s. 28(E).

8. (1) The Corporation may, at the time of realization, use every profit realized by it on the sale of bonds, debentures, notes or other evidences of indebtedness acquired by it under paragraph 6(1)(c.1) in payment of expenses incurred by the Corporation in its operations or may credit the profit to the contingency fund established under paragraph 6(1)(c.3).

(2) Every loss sustained by the Corporation on the sale of a bond, debenture, note or other evidence of indebtedness acquired under paragraph 6(c.1) shall, for all purposes, be deemed to be an expense incurred by the Corporation in the course of its operations at the time of the sale.

R.S., 1985, c. C-24, s. 8; R.S., 1985, c. 38 (4th Supp.), s. 3; 1998, c. 17, ss. 8, 28(E).

9. (1) The Corporation shall

(a) keep proper books and accounts of its operations under this Act, showing such particulars as may be requisite for proper accounting in accordance with established accounting practice;

(b) with the approval of the Governor in Council, appoint a firm of chartered accountants for the purpose of auditing accounts and records and certifying reports of the Corporation;

(c) report in writing to the Minister as soon as possible after the end of each month, as at the close of business on the last day of that month, its purchases and sales of all grain during the month and the quantities of grain then held by it, the contracts to take delivery of grain to which it is then a party, all securities then held by it and the financial result of the Corporation’s operations as at the end of that month, which report shall be certified by the auditors of the Corporation;

(d) make such reports and furnish such information as the Minister may from time to time require; and

(e) in each year, on or before March 31 or such other date as the Governor in Council may fix, report to the Minister in writing, as at the close of business on the last day of the preceding crop year, its purchases and sales of all grain during that crop year, the quantities of grain then owned by it, the contracts to take delivery of grain to which it is then a party, all securities then held by it and the financial result of the Corporation’s operations as at the end of that crop year and such further information as the Minister may require, and the report shall be certified by the auditors of the Corporation.

(2) The Minister shall lay a copy of each report of the Corporation made under paragraph (1)(e) before Parliament on any of the first fifteen days that either House of Parliament is sitting after he receives it.

R.S., 1985, c. C-24, s. 9; 1998, c. 17, s. 28(E).

10. (1) The Corporation may, with the approval of the Governor in Council, establish a pension fund for the directors and the officers, clerks and employees employed by the Corporation under this Act and their dependants, including their spouse, common-law partner and children, any other relative of the director, officer, clerk or employee, and any child or other relative of the spouse or common-law partner of the director, officer, clerk or employee. The Corporation may contribute to the pension fund out of funds of the Corporation.

(2) Contributions to the pension fund made by the Corporation, pursuant to subsection (1), shall be deemed to be expenses incurred in connection with the operations of the Corporation.

R.S., 1985, c. C-24, s. 10; 1998, c. 17, ss. 27, 28(E); 2000, c. 12, s. 70.

11. (1) With the approval of the Governor in Council, the Corporation may enter into a contract with any person

(a) for the provision of a group life insurance plan, and

(b) for the provision of a group medical-surgical insurance plan

for the directors and the officers, clerks and employees employed by the Corporation under this Act and their dependants, including their spouse, common-law partner and children, any other relative of the director, officer, clerk or employee, and any child or other relative of the spouse or common-law partner of the director, officer, clerk or employee.

(2) The Corporation may contribute a share of the premiums payable under any insurance plan referred to in subsection (1) out of the funds of the Corporation.

(3) Contributions made by the Corporation pursuant to subsection (2) shall be deemed to be expenses incurred in connection with the operations of the Corporation.

R.S., 1985, c. C-24, s. 11; 1998, c. 17, ss. 27, 28(E); 2000, c. 12, s. 71.

12. In subsections 10(1) and 11(1), “common-law partner”, in relation to an individual, means a person who is cohabiting with the individual in a conjugal relationship, having so cohabited for a period of at least one year.

R.S., 1985, c. C-24, s. 12; 1998, c. 17, s. 9; 2000, c. 12, s. 72.

13. to 17. [Repealed, 1998, c. 17, s. 9]

18. (1) The Governor in Council may, by order, direct the Corporation with respect to the manner in which any of its operations, powers and duties under this Act shall be conducted, exercised or performed.

(1.1) The directors shall cause the directions to be implemented and, in so far as they act in accordance with section 3.12, they are not accountable for any consequences arising from the implementation of the directions.

(1.2) Compliance by the Corporation with directions is deemed to be in the best interests of the Corporation.

(2) Except as directed by the Governor in Council, the Corporation shall not buy grain other than wheat.

R.S., 1985, c. C-24, s. 18; 1998, c. 17, ss. 10, 28(E).

19. (1) The Corporation shall submit annually a corporate plan to the Minister for the approval of the Minister in consultation with the Minister of Finance.

(2) The corporate plan shall encompass all the business and activities of the Corporation and shall contain any information that the Minister considers appropriate.

(3) The Corporation shall submit annually to the Minister of Finance for approval a plan indicating the amount of money that the Corporation intends to borrow in the coming crop year for the purposes of carrying out its corporate plan.

(4) The Corporation shall not undertake any borrowings described in the borrowing plan approved under subsection (3) unless the Minister of Finance has approved the time, terms and conditions of the borrowings.

(5) The repayment with interest, if any, of money borrowed by the Corporation in accordance with the terms and conditions approved under subsection (4) is guaranteed by the Minister of Finance on behalf of Her Majesty.

(6) The Minister of Finance, on behalf of Her Majesty, may, on any terms and conditions that the Governor in Council may approve,

(a) make loans or advances to the Corporation; or

(b) guarantee payment with interest of amounts owing to the Corporation in respect of the sale of grain on credit.

R.S., 1985, c. C-24, s. 19; R.S., 1985, c. 38 (4th Supp.), s. 5; 1991, c. 33, s. 1; 1998, c. 17, s. 11.

20. (1) Except as otherwise provided in this Act, every elevator shall be operated for and on behalf of the Corporation and no person other than an agent of the Corporation shall operate any elevator, unless the elevator has been excepted by order of the Corporation from the operation of this Act, and any elevator not excepted from the operation of this Act, operated otherwise than for the Corporation or by an agent of the Corporation, shall be deemed to be operated in contravention of this Act.

(2) The Corporation may from time to time rescind or vary any order made under this section.

(3) In any civil or criminal proceedings undertaken to enforce the provisions of this Act, a certificate given by the duly authorized officer of the Corporation that an elevator is being operated otherwise than by the Corporation or an agent of the Corporation is evidence that the elevator is being operated otherwise than by the Corporation or an agent of the Corporation.

R.S., 1985, c. C-24, s. 20; 1998, c. 17, ss. 28(E), 29(F).

21. No railway company or other person engaged in transportation shall receive or deliver any wheat from or to any elevator after notice has been given to it by the Corporation that the elevator is being operated in contravention of this Act.

R.S., 1985, c. C-24, s. 21; 1998, c. 17, s. 28(E).

22. No certificate as to grade or weight shall be given by any inspecting officer under the Canada Grain Act in respect of wheat stored in any elevator, after notice has been given by the Corporation that the elevator is being operated in contravention of this Act.

R.S., 1985, c. C-24, s. 22; 1998, c. 17, s. 28(E).