iGaming Ontario Act, 2024, S.O. 2024, c. 20, Sched. 9

CONTENTS Interpretation 1. Purposes 2. Definitions iGaming Ontario 3. Corporation continued 4. Objects and duties 5. Natural person powers 6. Application of corporate statutes to Corporation 7. Employees, officers Board of Directors 8. Board of directors 9. Chair and vice-chair 10. Quorum 11. President and chief executive officer 12. By-laws 13. Delegation of powers, duties and functions Minister’s Powers 14. Minister’s directives 15. Minister may require reports, information Financial Matters 16. Fiscal year 17. Revenues, investments and assets 18. Audits Other Matters 19. Annual report 20. Access to reports, accounts, etc. 21. Crown liability 22. Corporation liability 23. Proceedings barred Transition 24. Board members 25. Agreements with Alcohol and Gaming Commission of Ontario Regulations 26. Regulations Interpretation Purposes 1 The purposes of this Act are to, (a) enhance the economic development of the Province; (b) generate revenue for the Province; (c) promote responsible gaming with respect to online lottery schemes; and (d) ensure that anything done for a purpose set out in clause (a) to (c) is also done for the public good and in the best interests of the Province. Definitions 2 In this Act, “Corporation” means iGaming Ontario; (“Société”) “electronic gaming site” means an electronic channel maintained for the purpose of playing or operating a lottery scheme; (“site de jeu électronique”) “lottery scheme” has the same meaning as in subsection 207 (4) of the Criminal Code (Canada); (“loterie”) “Minister” means the member of the Executive Council to whom responsibility for the administration of this Act may be assigned or transferred under the Executive Council Act; (“ministre”) “online lottery scheme” means a lottery scheme offered through an electronic gaming site that is operated by a supplier registered as an operator under the Gaming Control Act, 1992; (“loterie en ligne”) “prescribed” means prescribed by the regulations; (“prescrit”) “regulations” means the regulations made under this Act. (“règlements”) iGaming Ontario Corporation continued 3 (1) iGaming Ontario is continued as a corporation without share capital under the name iGaming Ontario in English and Jeux en ligne Ontario in French. Agent of the Crown (2) The Corporation is an agent of the Crown in right of Ontario. Objects and duties 4 (1) The Corporation has the following objects and duties: 1. To develop, undertake, organize, conduct and manage online lottery schemes. 2. To ensure that online lottery schemes are conducted and managed in accordance with the Criminal Code (Canada) and the Gaming Control Act, 1992, and the regulations made under them. 3. To promote responsible gaming with respect to online lottery schemes. 4. Subject to the Minister’s approval, to enter into agreements to develop, undertake, organize, conduct and manage lottery schemes on behalf of, or in conjunction with, the governments of one or more provinces or territories of Canada. 5. Any other prescribed objects or duties. Same (2) A regulation made for the purposes of paragraph 5 of subsection (1) may provide that an object or duty is subject to the approval of the Minister or the Lieutenant Governor in Council. Natural person powers 5 (1) Subject to subsection (2) and section 11.0.1 of the Ministry of Infrastructure Act, 2011, the Corporation has the capacity, rights and powers of a natural person. 2025, c. 24, Sched. 13, s. 1. Limitations (2) The Corporation shall not exercise any of the following powers without the approval of the Lieutenant Governor in Council: 1. Create a subsidiary. 2. Acquire, hold or dispose of any interest in real property. 3. Borrow money or give security against property. 4. Any prescribed power. 2025, c. 24, Sched. 13, s. 1. Section Amendments with date in force (d/m/y) 2025, c. 24, Sched. 13, s. 1 - 01/04/2026 Application of corporate statutes to Corporation Not-for-Profit Corporations Act, 2010 6 (1) The Not-for-Profit Corporations Act, 2010 does not apply to the Corporation, except as may be prescribed. Corporations Information Act (2) The Corporations Information Act does not apply to the Corporation. Business Corporations Act (3) Section 132 (disclosure: conflict of interest), subsection 134 (1) (standards of care, etc., of directors, etc.) and section 136 (indemnification) of the Business Corporations Act apply, with necessary modifications, to the Corporation and its directors. Employees, officers 7 (1) The Corporation may employ such individuals as it considers necessary for the proper conduct of its business. Subject to Minister’s approval (2) The remuneration, including salary and benefits, of the officers and senior employees of the Corporation must be approved by the Minister. Board of Directors Board of directors 8 (1) The Corporation’s affairs shall be managed and supervised by a board of directors. Composition (2) The board of directors shall be composed of, (a) no more than nine individuals appointed by the Minister; and (b) a president and chief executive officer appointed under section 11 who shall be a member by virtue of office, subject to the limitations provided for by this Act. Disqualifying factors (3) An individual is not eligible to be appointed as a member of the board of directors under clause (2) (a) if the individual, (a) is less than 18 years of age; (b) has been found under the Substitute Decisions Act, 1992 or the Mental Health Act to be incapable of managing property or has been found to be incapable by a court in Canada or elsewhere; (c) has been convicted of fraud or a similar offence by any court in Canada or elsewhere; or (d) has the status of bankrupt. Remuneration, expenses (4) The members of the board of directors shall receive the remuneration and reimbursement for reasonable expenses that the Lieutenant Governor in Council determines. Chair and vice-chair 9 (1) The Minister shall designate a chair, and may designate a vice-chair, from among the members of the board of directors the Minister appoints. Chair (2) The chair shall preside over the meetings of the board of directors. Acting chair (3) If the chair is absent or otherwise unavailable to act, or if the office of the chair is vacant, (a) the vice-chair shall act as the chair; or (b) if the office of the vice-chair is vacant, or the vice-chair is also absent or otherwise unavailable to act, the members present shall appoint an acting chair from among themselves to act as the chair. Quorum 10 (1) A majority of the members of the board of directors, excluding the president and chief executive officer, constitutes a quorum of the board. Same (2) If no quorum exists for the purpose of voting on a matter only because a member of the board is not permitted to be present by reason of a conflict of interest, the remaining members of the board are deemed to constitute a quorum for the purpose of voting on the matter. President and chief executive officer 11 (1) The members of the board of directors appointed by the Minister shall appoint an individual to serve as the president and chief executive officer of the Corporation. Disqualifying factors (2) An individual is not eligible to be appointed as the president and chief executive officer if the individual meets any of the criteria listed under subsection 8 (3). Duties (3) The president and chief executive officer shall be responsible for the management and administration of the affairs of the Corporation, subject to the supervision and direction of its board of directors. Limitations (4) The president and chief executive officer may attend and participate at any meeting of the board of directors, but shall not have a vote with respect to any matter to be decided at the meeting. Same (5) Despite subsection (4), the other members of the board may exclude the president and chief executive officer from attending all or part of a board meeting if a matter to be discussed involves the position, performance or powers, duties or functions of the president and chief executive officer. By-laws 12 (1) The board of directors may make by-laws regulating its proceedings and generally for the management of the Corporation’s affairs, including by-laws to, (a) set out the powers, duties and functions of the president and chief executive officer and any other officers of the Corporation; (b) establish committees of the board; and (c) effect the orderly transaction of the Corporation’s business. Limitation (2) The board shall not make a by-law relating to borrowing, investing or managing financial risks, unless the by-law has first been approved by the Minister and the Minister of Finance. Delegation of powers, duties and functions 13 (1) The board of directors may delegate, in writing, to a committee of the board or to an officer or employee of the Corporation any of the board’s powers, duties or functions, other than a power to, (a) approve the Corporation’s budget, including the budget for capital expenditures and staffing; (b) approve the Corporation’s business plan, annual report or financial statements; (c) appoint or remove the president and chief executive officer; (d) establish committees of the board and fill vacancies on those committees; or (e) make, amend or repeal by-laws or resolutions of the Corporation. Conditions (2) A delegation made under subsection (1) is subject to any conditions set out in the delegation. Minister’s Powers Minister’s directives 14 (1) The Minister may issue written directives to the Corporation that relate to the Corporation’s objects, duties, operations, activities and financial affairs, which may include directions with respect to the timing or manner of implementing the directives. Implementation (2) The board of directors shall ensure that the directives are implemented promptly and efficiently. Not a regulation (3) Part III (Regulations) of the Legislation Act, 2006 does not apply to a directive. Minister may require reports, information 15 The Minister may require the Corporation to, within the time and in the manner the Minister may specify, report on or provide any information on its operations, activities and financial affairs that the Minister specifies. Financial Matters Fiscal year 16 The Corporation’s fiscal year begins on April 1 in a year and ends on March 31 in the following year. Revenues, investments and assets 17 Despite Part I of the Financial Administration Act, the Corporation’s revenues, investments and assets do not form part of the Consolidated Revenue Fund, except as may be provided by regulations made under clause 26 (b). Audits 18 The accounts and financial transactions of the Corporation shall be audited annually by the Auditor General. Other Matters Annual report 19 (1) The Corporation shall prepare an annual report and, (a) provide it to the Minister; and (b) make it available to the public. Directives (2) The Corporation shall comply with such directives as may be issued by the Management Board of Cabinet with respect to, (a) the form and content of the annual report; (b) when to provide the annual report to the Minister; and (c) when and how to make the annual report available to the public. Additional content (3) The Corporation shall include such additional content in the report as the Minister may require. Tabling of report (4) The Minister shall table the report in the Assembly and shall comply with such directives as may be issued by the Management Board of Cabinet with respect to when to table it. Access to reports, accounts, etc. 20 (1) The Corporation shall ensure that any person with whom it enters into an agreement to provide for the operation of an electronic gaming site, an online lottery scheme or a related business is required to make available to the Corporation, immediately on its request, reports, accounts, records and other documents in respect of the operation of the site, scheme or business. Same (2) The reports, accounts, records and other documents are deemed to form part of the accounts of the Corporation for the purposes of the Auditor General Act. Crown liability No personal liability 21 (1) No cause of action arises against any current or former minister, deputy minister, officer or employee of the Crown for any act done in good faith in the exercise or performance, or intended exercise or performance, of the person’s powers, duties or functions under this Act or for any alleged neglect, default or other omission in the exercise or performance in good faith of those powers, duties or functions. Crown remains vicariously liable (2) Despite subsection 8 (3) of the Crown Liability and Proceedings Act, 2019, subsection (1) does not relieve the Crown of liability to which it would otherwise be subject as a result of the acts or omissions of a person specified in subsection (1). No liability for acts or omissions of others (3) No cause of action arises against the Crown or any person specified in subsection (1) for an act or omission of a person other than the Crown or a person specified in that subsection, if the act or omission is related, directly or indirectly, to the exercise or performance, or intended exercise or performance, of a power, duty or function under this Act. Corporation liability No personal liability 22 (1) No cause of action arises against any current or former director, officer or employee of the Corporation for any act done in good faith in the exercise or performance, or intended exercise or performance, of the person’s powers, duties or functions under this Act or for any alleged neglect, default or other omission in the exercise or performance in good faith of those powers, duties or functions. Corporation vicariously liable (2) Subsection (1) does not relieve the Corporation of liability to which it would otherwise be subject as a result of the acts or omissions of a person specified in subsection (1). Proceedings barred 23 (1) No proceeding shall be commenced, (a) against any person specified in subsection 21 (1) in respect of a matter referred to in that subsection; (b) against the Crown or any person specified in subsection 21 (1) in respect of a matter referred to in subsection 21 (3); or (c) against any person specified in subsection 22 (1) in respect of a matter referred to in that subsection. Same (2) Subsection (1) does not apply with respect to an application for judicial review, but does apply with respect to any other court, administrative or arbitral proceeding claiming any remedy or relief, including specific performance, an injunction, declaratory relief, a remedy in contract, restitution, unjust enrichment or tort, a remedy for breach of trust or fiduciary obligation or any equitable remedy, enforcement of a judgment, order or award made outside Ontario or any form of compensation or damages including loss of revenue or profit. Transition Board members 24 (1) An individual who is a Minister-appointed member of the Corporation’s board of directors immediately before the day this section comes into force continues to be a member of the board and, subject to subsection (2), to hold the same position on the board, until replaced or removed. Executive director (2) The individual who is the Corporation’s executive director immediately before the day this section comes into force becomes the Corporation’s president and chief executive officer on that day. Note: On a day to be named by proclamation of the Lieutenant Governor, section 24 of the Act is repealed. (See: 2024, c. 20, Sched. 9, s. 27 (1)) Section Amendments with date in force (d/m/y) 2024, c. 20, Sched. 9, s. 27 (1) - not in force Agreements with Alcohol and Gaming Commission of Ontario 25 (1) Any agreement entered into under section 18 of Ontario Regulation 722/21 (Lottery Subsidiary – iGaming Ontario) made under the Alcohol and Gaming Commission of Ontario Act, 2019 that was in force immediately before that Regulation was revoked continues to apply. Same (2) Section 18 of Ontario Regulation 722/21 continues to apply, despite its revocation, for the purposes of subsection (1). Note: On a day to be named by proclamation of the Lieutenant Governor, section 25 of the Act is repealed. (See: 2024, c. 20, Sched. 9, s. 27 (2)) Section Amendments with date in force (d/m/y) 2024, c. 20, Sched. 9, s. 27 (2) - not in force Regulations Regulations 26 The Lieutenant Governor in Council may make regulations, (a) respecting anything that, in this Act, may or must be prescribed or done by regulation; (b) governing the payment out of the Corporation’s revenues, including, (i) requiring or authorizing the Corporation to make payments out of its revenues, (ii) requiring that payments be made according to a specified priority, (iii) providing that payments must or may be made at the direction of a minister of the Crown, (iv) requiring or authorizing the Minister or the Corporation to make information related to payments publicly available and governing the manner in which the information is made publicly available; (c) governing transitional matters that may arise from the implementation of, (i) this Act, including any amendments made to it, (ii) the amendments made to the Alcohol and Gaming Commission of Ontario Act, 2019 by Schedule 9 to the Building Ontario For You Act (Budget Measures), 2024 in respect of the lottery subsidiary or the revocation of Ontario Regulation 722/21 (Lottery Subsidiary – iGaming Ontario) made under the Alcohol and Gaming Commission of Ontario Act, 2019; (d) respecting any matter that the Lieutenant Governor in Council considers necessary or advisable to effectively carry out the purposes of this Act. 27 Omitted (provides for amendments to this Act). 28-31 Omitted (amends, repeals or revokes other legislation). 32 Omitted (provides for coming into force of provisions of this Act). 33 Omitted (enacts short title of this Act). ______________