Art Gallery of Ontario Act, R.S.O. 1990, c. A.28

Definitions 1 In this Act, “Board” means the board of trustees of the Gallery; (“conseil”) “Gallery” means the Art Gallery of Ontario; (“Musée”) “member of the executive committee” means a trustee of the Board elected to the executive committee by the Board from among its members according to the by-laws of the Board. (“membre du bureau”) “Minister” means the Minister of Tourism, Culture and Sport or such other member of the Executive Council as may be assigned the administration of this Act under the Executive Council Act. (ministre) R.S.O. 1990, c. A.28, s. 1; 2023, c. 9, Sched. 1, s. 1. Section Amendments with date in force (d/m/y) 2023, c. 9, Sched. 1, s. 1 - 08/06/2023 Art Gallery of Ontario continued 2 (1) The Gallery is continued as a corporation without share capital under the name Art Gallery of Ontario in English and Musée des beaux-arts de l’Ontario in French. R.S.O. 1990, c. A.28, s. 2 (1). Powers, property, etc. (2) Subject to this Act, the Gallery has and may hold, possess and enjoy all the property, rights, powers and privileges that it now has, holds, possesses or enjoys, and, subject to the provisions of this Act, all by-laws, rules and regulations of The Art Gallery of Toronto now in force shall continue in force until amended or repealed. R.S.O. 1990, c. A.28, s. 2 (2). Constitution of corporation (3) The Art Gallery of Ontario shall consist of the trustees for the time being of the Board. R.S.O. 1990, c. A.28, s. 2 (3). Objects of Gallery 3 The objects of the Gallery are, (a) to cultivate and advance the cause of the visual arts in Ontario; (b) to conduct programs of education in the origin, development, appreciation and techniques of the visual arts; (c) to collect and exhibit works of art and displays and to maintain and operate a gallery and related facilities as required for this purpose; and (d) to stimulate the interest of the public in matters undertaken by the Gallery. R.S.O. 1990, c. A.28, s. 3. Board of trustees 4 (1) The affairs of the Gallery shall be managed and controlled by a board of trustees consisting of twenty-seven trustees as follows: (a) five persons appointed by The College of Founders of the Art Gallery of Ontario; (b) ten persons elected by the membership of the Gallery; (c) two persons appointed by the council of the City of Toronto, one of whom shall also be a member of that council; (d) ten other persons appointed by the Lieutenant Governor in Council. R.S.O. 1990, c. A.28, s. 4 (1); 1997, c. 26, Sched. Term of office (2) A trustee appointed under clause (1) (a) or (c) or elected under clause (1) (b) shall hold office for a term of one year or until a successor is appointed or elected, as the case may be, and, subject to subsection (3), a trustee appointed under clause (1) (d) shall hold office at pleasure for a term of up to three years. R.S.O. 1990, c. A.28, s. 4 (2); 2023, c. 9, Sched. 1, s. 2 (1). Idem (3) Of the trustees first appointed under clause (1) (d) after the coming into force of this section, three shall hold office for a term of one year, three for a term of two years and four for a term of three years, and each trustee shall hold office until a successor is appointed. R.S.O. 1990, c. A.28, s. 4 (3). Vacancies (4) Where a vacancy occurs for any reason in the office of trustee, the vacancy may be filled, (a) in the case of a vacancy of a trustee appointed under clause (1) (a), by appointment by The College of Founders of the Art Gallery of Ontario; (b) in the case of a vacancy of a trustee elected under clause (1) (b), by appointment by the remaining trustees elected by the membership of the Gallery; (c) in the case of a vacancy of a trustee appointed under clause (1) (c), by appointment by the council of the City of Toronto; and (d) in the case of a vacancy of a trustee appointed under clause (1) (d), by appointment by the Lieutenant Governor in Council, and a person so appointed shall hold office for the remainder of the term of his or her predecessor except that, in the case of a vacancy referred to in clause (1) (b), the person so appointed shall hold office until the next annual meeting of the membership of the Gallery. R.S.O. 1990, c. A.28, s. 4 (4); 1997, c. 26, Sched. Eligibility for re-election or reappointment (5) A trustee appointed or elected under subsection (1) is eligible for reappointment or re-election, as the case may be. R.S.O. 1990, c. A.28, s. 4 (5); 2023, c. 9, Sched. 1, s. 2 (2). Term of office (6) Despite subsection (5), a trustee who is a member of the executive committee may be reappointed on the expiration of his or her second consecutive term. R.S.O. 1990, c. A.28, s. 4 (6). President, vice-presidents (7) The trustees shall annually elect from among themselves a president and one or more vice-presidents. R.S.O. 1990, c. A.28, s. 4 (7). Presiding officer (8) The president shall preside at all meetings of the Board and, in his or her absence, a vice-president shall preside, and, in the absence of the president and the vice-presidents, the members present at a meeting shall elect one of themselves to preside. R.S.O. 1990, c. A.28, s. 4 (8). Section Amendments with date in force (d/m/y) 1997, c. 26, Sched. - 01/01/1998 2023, c. 9, Sched. 1, s. 2 (1, 2) - 08/06/2023 Powers of Board 5 The Board may, (a) make by-laws, rules and regulations, (i) for the administration of its affairs, including the fixing of a quorum of the Board, (ii) governing the use by the public of the facilities, property and equipment of the Gallery and requiring the payment of fees for the admission of the public or any class thereof to such facilities and property, and prescribing the amounts of such fees, (iii) providing for membership in the Gallery and prescribing the qualifications and terms of membership and the fees to be paid therefor, and providing for and regulating meetings of members including the conduct of a mail ballot to decide any issue in respect of which the members are entitled to vote, subject to the requirement that the members be mailed information concerning the issue at least thirty days in advance of the final date for the return of mail ballots, and (iv) governing the election of trustees to the Board by the membership of the Gallery under clause 4 (1) (b); (b) appoint a Director of the Gallery; (c) appoint, promote, transfer or remove such employees as it considers necessary from time to time for the proper conduct of the affairs of the Gallery and may delegate all or a part of the authority for so doing to the Director; (d) fix the number, duties, salaries, qualifications and tenure of office or employment and other emoluments of employees of the Gallery; (e) delegate to the Director the authority to fix the number, duties, salaries, qualifications and tenure of office or employment and other emoluments of employees of the Gallery; (f) provide for the retirement and superannuation of persons mentioned in clauses (b) and (c); (g) appoint by resolution a trustee or trustees of the Board, or any other person or persons, to execute on behalf of the Board any documents and other instruments in writing and to affix the corporate seal of the Gallery thereto; (h) appoint committees from the trustees of the Board and such other committees as are considered desirable, and confer upon any such committees authority to act for the Board with respect to any matter or classes of matters; (i) enter into agreements with any association or organization to promote the objects of the Gallery; (j) enter into agreements with one or more universities, colleges or schools in areas consistent with the objects of the Gallery; and (k) generally conduct and manage the business and affairs of the Gallery. R.S.O. 1990, c. A.28, s. 5. Fiscal year 6 The fiscal year of the Gallery shall extend from the 1st day of April of any year to the 31st day of March of the year next following. R.S.O. 1990, c. A.28, s. 6. Trusts, bequests, etc. 7 All trusts, gifts, devises and bequests that have heretofore been or shall hereafter be made to or in favour of or intended for The Art Gallery of Toronto shall be held and enjoyed by the Art Gallery of Ontario. R.S.O. 1990, c. A.28, s. 7. Property 8 The Gallery has, in addition to the powers, rights and privileges mentioned in section 92 of Part VI (Interpretation) of the Legislation Act, 2006, power to purchase or otherwise acquire, take or receive by gift, bequest or devise and to hold and enjoy any estate or property whatsoever, whether real or personal, and to sell, grant, convey, mortgage, lease or otherwise dispose of the estate or property or any part thereof from time to time and as occasion may require, and to acquire other estate or property in addition thereto or in place thereof and without limitation as to the period of holding. R.S.O. 1990, c. A.28, s. 8; 2006, c. 21, Sched. F, s. 103. Section Amendments with date in force (d/m/y) 2006, c. 21, Sched. F, s. 103 - 25/07/2007 Not-for-Profit Corporations Act, 2010 9 (1) The Not-for-Profit Corporations Act, 2010 applies to the Gallery, except as prescribed by regulation under subsection (2). 2017, c. 20, Sched. 8, s. 66. Regulations (2) The Lieutenant Governor in Council may make regulations prescribing provisions of the Not-for-Profit Corporations Act, 2010 that do not apply to the Gallery. 2017, c. 20, Sched. 8, s. 66. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 8, s. 66 - 19/10/2021 Tax exemption 10 The real and personal property vested in the Gallery and any lands and premises leased to and occupied by the Gallery are not liable to taxation for municipal or school purposes so long as they are actually used and occupied for the purposes of the Gallery. R.S.O. 1990, c. A.28, s. 10. Property of Gallery not liable to be expropriated 11 Real property vested in the Gallery is not liable to be entered upon, used or taken by any corporation, except a municipal corporation, or by any person possessing the right of taking real property compulsorily for any purpose, and no power to expropriate real property conferred after the 8th day of July, 1966, shall extend to such property unless in the Act conferring the power it is made in express terms to apply thereto. R.S.O. 1990, c. A.28, s. 11. Application of property 12 The property and the income, revenues, issues and profits of all property of the Gallery shall be applied solely to achieving the objects of the Gallery. R.S.O. 1990, c. A.28, s. 12. Borrowing powers 13 The Board may borrow money upon the credit of the Gallery, and may issue bonds, debentures or other securities of the Gallery, and may pledge or sell them for such sums or at such prices as may be considered expedient or necessary, and may hypothecate, mortgage or pledge all or any of the real or personal property, rights or powers of the Gallery to secure any bonds, debentures or other securities and any indebtedness of or money borrowed for the purposes of the Gallery. R.S.O. 1990, c. A.28, s. 13. Investment of funds 14 The funds of the Gallery not immediately required for its purposes and the proceeds of all property that come to the Gallery, subject to any trust or trusts affecting them, may be invested and reinvested in such investments as the Board considers proper. R.S.O. 1990, c. A.28, s. 14. Auditors 15 The Board shall appoint one or more auditors licensed under the Public Accounting Act, 2004 to audit the accounts and transactions of the Gallery at least once a year. R.S.O. 1990, c. A.28, s. 15; 2004, c. 8, s. 46. Section Amendments with date in force (d/m/y) 2004, c. 8, s. 46, Table - 01/11/2005 Annual report, etc. 16 (1) The Board shall submit to the Minister an annual report and such other reports as he or she may request from time to time. R.S.O. 1990, c. A.28, s. 16 (1); 2023, c. 9, Sched. 1, s. 3 (1). Tabling (2) The Minister shall lay the annual report before the Assembly if it is in session or, if not, at the next session. R.S.O. 1990, c. A.28, s. 16 (2); 2023, c. 9, Sched. 1, s. 3 (2). Section Amendments with date in force (d/m/y) 2023, c. 9, Sched. 1, s. 3 (1, 2) - 08/06/2023 Trust property 17 Nothing in this Act authorizes the Board to alienate, hypothecate, mortgage or pledge any real or personal property given, devised or bequeathed to it with a condition annexed to such gift that the property shall not be alienated, hypothecated, mortgaged or pledged. R.S.O. 1990, c. A.28, s. 17. Conveyance of lands to Toronto authorized 18 Despite section 17 and the condition attached to a deed dated the 17th day of February, 1911, registered in the Land Registry Office for the Registry Division of Toronto (No. 63) as No. 23798S, the Gallery may convey, release, quit claim or otherwise dispose of to the City of Toronto the lands set forth in the Schedule. R.S.O. 1990, c. A.28, s. 18; 1997, c. 26, Sched. Section Amendments with date in force (d/m/y) 1997, c. 26, Sched. - 01/01/1998 Immunity of trustees 19 (1) No cause of action arises against a trustee of the Gallery as a result of any act done in good faith in the performance or intended performance of his or her duties or any alleged neglect or default in the performance in good faith of his or her duties. 2023, c. 9, Sched. 1, s. 4. No proceeding (2) No proceeding, including but not limited to a proceeding for a remedy in contract, restitution, tort or trust, shall be instituted against a trustee of the Gallery by a person who has suffered any damages, injury or other loss based on or related to any cause of action described in subsection (1). 2023, c. 9, Sched. 1, s. 4. Liability of Gallery preserved (3) Subsections (1) and (2) do not relieve the Gallery of any liability to which it would otherwise be subject. 2023, c. 9, Sched. 1, s. 4. Section Amendments with date in force (d/m/y) 2023, c. 9, Sched. 1, s. 4 - 08/06/2023 schedule The land in the City of Toronto, formerly in The Municipality of Metropolitan Toronto, being composed of: 1. Part of Park Lot 13 in the First Concession from the Bay, in the original Township of York but now in the said City of Toronto, the said parcel of land being designated as Part 7 on a plan of survey deposited in the Land Registry Office for the Registry Division of Toronto (No. 63) as 63R-357. 2. Part of Park Lots 13 and 14 in the First Concession from the Bay, in the original Township of York but now in the said City of Toronto, the said parcels of land being designated as Parts 13 and 14 on said plan of survey deposited in the Land Registry Office for the Registry Division of Toronto (No. 63) as 63R-357. R.S.O. 1990, c. A.28, Sched.; 2002, c. 17, Sched. F, Table. Section Amendments with date in force (d/m/y) 2002, c. 17, Sched. F, Table - 01/01/2003 ______________