Metropolitan Toronto Convention Centre Corporation Act, R.S.O. 1990, c. M.11

Definitions 1 In this Act, “Board” means the Board of Directors of the Corporation; (“conseil”) “Corporation” means Metropolitan Toronto Convention Centre Corporation; (“Société”) “Minister” means the Minister of Tourism, Culture and Sport or the minister of the Crown to whom the powers and duties under this Act are assigned or transferred under the Executive Council Act. (“ministre”) R.S.O. 1990, c. M.11, s. 1; 2017, c. 34, Sched. 46, s. 25 (1); 2019, c. 15, Sched. 23, s. 1. Section Amendments with date in force (d/m/y) 2017, c. 34, Sched. 46, s. 25 (1) - 01/01/2018 2019, c. 15, Sched. 23, s. 1 - 10/12/2019 Corporation continued 2 (1) Metropolitan Toronto Convention Centre Corporation is continued as a corporation without share capital under the name Metropolitan Toronto Convention Centre Corporation in English and Société du palais des congrès de la communauté urbaine de Toronto in French. R.S.O. 1990, c. M.11, s. 2 (1). Not-for-Profit Corporations Act, 2010 (2) The Not-for-Profit Corporations Act, 2010 does not apply to the Corporation, except as prescribed by regulation under subsection (2.1). 2017, c. 20, Sched. 8, s. 95. Regulations (2.1) The Lieutenant Governor in Council may make regulations prescribing provisions of the Not-for-Profit Corporations Act, 2010 that apply to the Corporation. 2017, c. 20, Sched. 8, s. 95. Composition (3) The Corporation shall consist of not fewer than seven and not more than thirteen members of whom, (a) not more than ten shall be appointed by the Lieutenant Governor in Council; and (b) not more than three shall be appointed by resolution of the council of the City of Toronto. R.S.O. 1990, c. M.11, s. 2 (3); 1997, c. 26, Sched. Term of office (4) Each member of the Corporation appointed under clause (3) (a) shall hold office for a term not exceeding three years and is eligible for reappointment. 2023, c. 9, Sched. 19, s. 1. Same (5) Each member of the Corporation appointed under clause (3) (b) shall hold office for a term not exceeding three years and until his or her successor is appointed and is eligible for reappointment. 2023, c. 9, Sched. 19, s. 1. Section Amendments with date in force (d/m/y) 1997, c. 26, Sched. - 1/01/1998 2017, c. 20, Sched. 8, s. 95 - 19/10/2021 2023, c. 9, Sched. 19, s. 1 - 08/06/2023 Board 3 (1) The members of the Corporation form and are its Board of Directors. R.S.O. 1990, c. M.11, s. 3 (1). Chair, president (2) The Lieutenant Governor in Council shall designate one of the directors as chair of the Board. R.S.O. 1990, c. M.11, s. 3 (2); 2023, c. 9, Sched. 19, s. 2. Remuneration and expenses (3) The Corporation may pay its directors such remuneration and expenses as are fixed by the Lieutenant Governor in Council. R.S.O. 1990, c. M.11, s. 3 (3). Exception, remuneration (4) Despite subsection (3), the Corporation shall not pay remuneration to a director in his or her capacity as a director if he or she is, (a) an employee of the Crown in right of Ontario or of an agency of the Crown in right of Ontario; or (b) an employee, as defined in section 278 of the Municipal Act, 2001, or a designated employee, as defined in section 217 of the City of Toronto Act, 2006, as the case may be, of a municipality or of a local board or local board (extended definition), respectively, as defined in those sections. R.S.O. 1990, c. M.11, s. 3 (4); 2002, c. 17, Sched. F, Table; 2006, c. 32, Sched. C, s. 31. Disclosure: conflict of interest (5) Section 132 of the Business Corporations Act applies with necessary modifications to members of the Board. R.S.O. 1990, c. M.11, s. 3 (5). Section Amendments with date in force (d/m/y) 2002, c. 17, Sched. F, Table - 1/01/2003 2006, c. 32, Sched. C, s. 31 - 1/01/2007 2023, c. 9, Sched. 19, s. 2 - 08/06/2023 CTS 6 FE 25 - 1 Chair to preside 4 (1) The chair shall preside at all meetings of the Board and, in the chair’s absence, one of the directors present at the meeting who is chosen to act by the directors present at the meeting has all the powers and duties of the chair. R.S.O. 1990, c. M.11, s. 4 (1). Quorum (2) A majority of the directors constitutes a quorum for the transaction of business at meetings of the Board. R.S.O. 1990, c. M.11, s. 4 (2). By-laws (3) The Board may pass by-laws regulating its proceedings, specifying the powers and duties of the officers and employees of the Corporation, and generally for the conduct and management of the affairs of the Corporation. R.S.O. 1990, c. M.11, s. 4 (3). Executive committee (4) The Board may appoint from its membership a committee of directors and delegate to such committee any of the powers of the Board. R.S.O. 1990, c. M.11, s. 4 (4). Approval of by-law or resolution (5) A by-law or resolution consented to by the signatures of all of the directors or all of the members of a committee established under subsection (4) is as valid and effective as if it had been passed at a meeting of the Board or committee, respectively, held for that purpose. R.S.O. 1990, c. M.11, s. 4 (5). Duties of Board 5 The Board shall manage and supervise the affairs of the Corporation. R.S.O. 1990, c. M.11, s. 5. Objects 6 (1) The objects of the Corporation are to operate, maintain and manage an international class convention centre facility in the City of Toronto in a manner that will promote and develop tourism and industry in Ontario. 2019, c. 15, Sched. 23, s. 2 (1). Name of facility (1.1) The name of the convention centre facility shall be, (a) the Metro Toronto Convention Centre in English and Palais des congrès de la communauté urbaine de Toronto in French; or (b) whatever other name that the Board specifies and the Minister has approved. 2019, c. 15, Sched. 23, s. 2 (1). Powers (2) The Corporation, for the objects set out in subsection (1), has power, (a) to make agreements with persons with respect to the establishment or operation by them of any works or services in connection with the construction, operation and maintenance of the convention centre facility; (b) to operate or grant leases for the operation of retail shops, restaurants, theatres, parking facilities, exhibition facilities and any other facilities or conveniences incidental to or necessary to the operation of the convention centre facility; (b.1) with the approval of the Minister, to specify a name of the convention centre facility for the purpose of clause (1.1) (b); (c) to buy, hold, own, hire, maintain, control, take, lease, sell, assign, exchange, transfer, manage, improve, develop or dispose of any real and personal property and any right or privilege that, in the opinion of the Board, is necessary or convenient for the purposes of the Corporation; (c.1) to accept real or personal property, or any interest in such property, from any person, by grant, gift, devise, bequest or otherwise; (d) unless an order has been made under subsection 11 (2), temporarily to invest any surplus money not immediately required for the objects of the Corporation in, (i) securities issued by or guaranteed as to principal and interest by the Province of Ontario, any other province of Canada, or Canada, (ii) guaranteed investment certificates of any trust corporation that is registered under the Loan and Trust Corporations Act, (iii) deposit receipts, deposit notes, certificates of deposits, acceptances and other similar instruments issued or endorsed by a bank named in Schedule I or II to the Bank Act (Canada), and (iv) term deposits accepted by a credit union as defined in the Credit Unions and Caisses Populaires Act, 2020; (e) with the approval of the Lieutenant Governor in Council, (i) to borrow money upon the credit of the Corporation, (ii) to issue, sell or pledge securities of the Corporation, and (iii) to charge, mortgage or pledge all or any currently owned or subsequently acquired real or personal property of the Corporation, including book debts, rights, powers, franchises and undertakings, to secure any debt obligations or any money borrowed or other debt or liability of the Corporation; (f) to enter into agreements with the City of Toronto for the use of its services, equipment and facilities by the Corporation; (g) to do anything incidental to the attainment of the objects of the Corporation. R.S.O. 1990, c. M.11, s. 6 (2); 1994, c. 27, s. 104; 1997, c. 26, Sched.; 2002, c. 8, Sched. I, s. 16; 2019, c. 15, Sched. 23, s. 2 (2); 2020, c. 36, Sched. 7, s. 319. Prohibition, real property (3) Despite clauses (2) (c) and (c.1), the Corporation shall not acquire or dispose of a freehold interest in real property. 2024, c. 7, s. 5. Section Amendments with date in force (d/m/y) 1994, c. 27, s. 104 - 9/12/1994; 1997, c. 26, Sched. - 1/01/1998 2002, c. 8, Sched. I, s. 16 - 5/01/2005 CTS 20 SE 10 - 7 2019, c. 15, Sched. 23, s. 2 (1, 2) - 10/12/2019 2020, c. 36, Sched. 7, s. 319 - 01/03/2022 2024, c. 7, s. 5 - 01/04/2026 Head office 7 (1) The Corporation’s head office shall be in the City of Toronto. R.S.O. 1990, c. M.11, s. 7 (1); 1997, c. 26, Sched. Seal (2) The Corporation shall have a seal which shall be adopted by a resolution or by-law of the Board. R.S.O. 1990, c. M.11, s. 7 (2). Section Amendments with date in force (d/m/y) 1997, c. 26, Sched. - 1/01/1998 Employees 8 (1) The Corporation may engage such persons as are considered necessary for the proper conduct of the affairs of the Corporation. R.S.O. 1990, c. M.11, s. 8 (1). Use of Government facilities (2) The Corporation may make use of such services and facilities, including the services of a public servant on secondment, as are provided to it by a ministry, board, commission or agency of the Government of Ontario. R.S.O. 1990, c. M.11, s. 8 (2). (3) The Board shall appoint a chief executive officer who is responsible for the management and administration of the affairs of the Corporation, subject to the supervision and direction of the Board. 2023, c. 9, Sched. 19, s. 3. (4) The chief executive officer shall not be a member of the Board. 2023, c. 9, Sched. 19, s. 3. Section Amendments with date in force (d/m/y) 2023, c. 9, Sched. 19, s. 3 - 08/06/2023 Protection from personal liability 9 No action or other proceeding for damages shall be instituted against a director or officer of the Corporation or a former director or officer of the Corporation for any act done in good faith in the execution or intended execution of the person’s duty or for any alleged neglect or default in the execution in good faith of the person’s duty. R.S.O. 1990, c. M.11, s. 9. Tax exemption 10 (1) The real property vested in or leased to the Corporation is exempt from taxation for municipal and school purposes so long as it is actually used and occupied for the purposes of the Corporation. R.S.O. 1990, c. M.11, s. 10 (1). (2) Repealed: 1997, c. 26, Sched. Section Amendments with date in force (d/m/y) 1997, c. 26, Sched. - 1/01/1998 Earnings of Corporation 11 (1) The income, revenues and profits earned by the Corporation shall be applied only to the furtherance of the objects of the Corporation. R.S.O. 1990, c. M.11, s. 11 (1). Surplus money (2) Any surplus money of the Corporation shall, on the order of the Lieutenant Governor in Council, be paid to the Minister of Finance and shall form part of the Consolidated Revenue Fund. R.S.O. 1990, c. M.11, s. 11 (2); 2019, c. 15, Sched. 23, s. 3. Grants or loans (3) The Minister may make grants or loans to the Corporation. R.S.O. 1990, c. M.11, s. 11 (3). Section Amendments with date in force (d/m/y) 2019, c. 15, Sched. 23, s. 3 - 10/12/2019 Fiscal year 12 (1) The fiscal year of the Corporation begins on the 1st day of April in each year and ends on the 31st day of March in the following year. R.S.O. 1990, c. M.11, s. 12 (1). Audit (2) The Board shall appoint one or more auditors licensed under the Public Accounting Act, 2004 to audit the accounts and transactions of the Corporation annually. R.S.O. 1990, c. M.11, s. 12 (2); 2004, c. 8, s. 46. Review by Auditor General (3) The audit of the accounts of the Corporation is subject to the review of the Auditor General. R.S.O. 1990, c. M.11, s. 12 (3); 2004, c. 17, s. 32. Section Amendments with date in force (d/m/y) 2004, c. 8, s. 46, Table - 1/11/2005; 2004, c. 17, s. 32 - 30/11/2004 Annual report 13 (1) The Corporation shall prepare an annual report, provide it to the Minister and make it available to the public. 2017, c. 34, Sched. 46, s. 25 (2). Same (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 it to the Minister; and (c) when and how to make it available to the public. 2017, c. 34, Sched. 46, s. 25 (2). Same (3) The Corporation shall include such additional content in the annual report as the Minister may require. 2017, c. 34, Sched. 46, s. 25 (2). Section Amendments with date in force (d/m/y) 2017, c. 34, Sched. 46, s. 25 (2) - 01/01/2018 Tabling of annual report 13.1 The Minister shall table the Corporation’s annual 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. 2017, c. 34, Sched. 46, s. 25 (2). Section Amendments with date in force (d/m/y) 2017, c. 34, Sched. 46, s. 25 (2) - 01/01/2018 Crown agency 14 The Corporation is a Crown agency within the meaning of the Crown Agency Act. R.S.O. 1990, c. M.11, s. 14. ______________