Definitions

1  In this Act:

"corporate properties" means all land that is owned by or leased to the corporation or that is held by the government for the use and benefit of the corporation and includes all improvements on that land and every highway or portion of a highway, within the meaning of the Highway Act, that is located within the boundaries of that land;

"corporation" means the British Columbia Ferry Corporation continued under this Act;

"board" means the board of directors of the corporation;

"ferry" means any and all methods and means of water transport including, but not limited to, ships, boats, vessels, barges, hydrofoils and hovercraft;

"terminals" includes buildings, fixtures, structures, docks, wharves, ramps, landings, approaches, ways, offices and other improvements and facilities, other than land, necessary for or incidental to the operation of ferry, shipping and related services and incidental facilities and improvements.

 Corporation continued

2  (1)  The corporation, to be known as the British Columbia Ferry Corporation, is continued consisting of not more than 11 persons appointed as directors under section 3, who constitute the board.

(2)  The corporation may operate under the name "B.C. Ferries" or "British Columbia Ferries", or such other name as the Lieutenant Governor in Council may designate.

(3)  The corporation is an agent of the government.

(4)  The Minister of Finance and Corporate Relations is the fiscal agent of the corporation.

 Directors

3  (1)  The Lieutenant Governor in Council must appoint the directors of the corporation, who hold office during pleasure.

(2)  The Lieutenant Governor in Council must appoint one of the directors as chair.

(3)  The corporation must pay to the chair and other directors the salaries, directors' fees or other remuneration and expenses as the Lieutenant Governor in Council may determine.

(4)  A majority of the directors holding office constitute a quorum at meetings of the board.

(5)  The affirmative votes of a majority of the directors present at a meeting at which a quorum is present are sufficient to pass any resolution of the corporation.

(6)  The board must meet at least quarterly to determine the policies of the corporation and to supervise and review its affairs.

(7)  The directors must manage the affairs of the corporation or supervise the management of those affairs.

(8)  The directors may do one or more of the following:

(a) exercise the powers conferred on them by and under this Act;

(b) exercise the powers of the corporation on behalf of the corporation;

(c) delegate the exercise or performance of any power or duty conferred or imposed on them to any officer or employee of the corporation.

(9)  The board may pass the resolutions it considers necessary or advisable for the management and conduct of the affairs of the corporation and the exercise of its powers or duties.

(10)  Without limiting subsection (9), the board may pass resolutions respecting the calling and holding of meetings of the board and the procedure to be followed at the meetings.

(11)  A resolution in writing, signed by all the directors, is as valid as if it had been passed at a meeting of directors duly called and constituted.

 Capitalization

4  The authorized capital of the corporation is one million shares without par value, but the maximum consideration for the issue of all the shares of the corporation must not exceed $100 million.

 Officers and employees

5  (1)  The directors may appoint the officers and employees considered necessary to carry on the business and operations of the corporation, and may define their duties, determine their remuneration and provide a system of organization to fix responsibility and promote efficiency.

(2)  The Public Service Act and the Public Service Labour Relations Act do not apply to the officers and employees of the corporation.

(3)  The Public Service Pension Plan, continued under the Public Service Pension Plans Act, applies to the corporation and its employees.

(4) to (6)  [Repealed 1999-44-46.]

(7)  The corporation may require a bond under the Bonding Act from such of its officers and employees as it may designate.

 Objects and powers

6  The objects of the corporation are, and it has the power and capacity,

(a) to establish, operate, administer and maintain a ferry, shipping and related service and to engage in any other business or undertaking necessary or incidental to the operation of a ferry, shipping or related service,

(b) to acquire by any means except expropriation, to charter, to hold in its own name, and to use and operate ferries and terminals and such other property and assets, both real and personal, as are considered by the corporation to be necessary or required for the conduct of its operations, and to use and operate the ferries, terminals and other property and assets acquired for ferry, shipping and related purposes,

(c) subject to the approval of the Lieutenant Governor in Council, to lease, charter, mortgage, sell or otherwise dispose of ferries and terminals and other properties and assets, both real and personal, the corporation holds,

(d) to undertake such construction and reconstruction of ferries or terminals as in the opinion of the corporation is necessary or required for the conduct of its operations,

(e) subject to the approval of or on the direction of the Lieutenant Governor in Council, to add or delete routes of the ferry or shipping service carried on by the corporation,

(f) to enter into agreements with or accept grants or fees for services from persons, corporations, municipalities or regional districts and other governmental authorities or any of their agencies, for the purposes of this section,

(g) to invest or loan the funds not otherwise required for the purposes of the corporation in those investments or loans authorized by the Lieutenant Governor in Council,

(h) subject to the approval of the Lieutenant Governor in Council, to acquire by any means, except by expropriation, all or part of the property, assets and undertaking, and to assume all or part of the obligations and liabilities, of any person carrying on or entitled to carry on activities that the corporation is authorized to carry on or that can be carried on incidental to, or in connection with, the exercise of the objects and powers of the corporation,

(i) subject to the approval of the Lieutenant Governor in Council, to acquire all or any of the shares of another corporation, incorporated for the purpose of, or engaging in, the operation of ferry, shipping and related services, or in any other business necessary or incidental to the operation of ferry, shipping and related services,

(j) subject to this Act, to borrow such money as the corporation considers necessary or advisable and to issue notes, bonds, debentures and other securities for that purpose, and

(k) to do the things not inconsistent with this Act the corporation considers necessary or advisable for carrying out any of its objects and powers.

 Shares of the corporation

7  The shares in the corporation must be

(a) registered in the name of the Minister of Finance and Corporate Relations, and

(b) held by that minister on behalf of the government.

 Financial administration

8  (1)  The corporation must

(a) establish and maintain an accounting system satisfactory to the minister, and

(b) whenever required by the minister, render detailed accounts of its revenues and expenditures for the period or to the day as the minister may designate.

(2)  All books or records of account and other financial records must be open for inspection at all times by the minister or such other person as the minister may designate.

(3)  The Minister of Finance and Corporate Relations may direct the Comptroller General to examine and report to the Treasury Board on any or all of the financial and accounting operations of the corporation.

(4)  At least once in every year, the accounts of the corporation must be audited and reported on by an auditor appointed by the Minister of Finance and Corporate Relations, and the costs of the audit must be paid by the corporation.

(5)  The minister must lay before the Legislative Assembly annually

(a) a report of the corporation of its operations for the preceding fiscal year, and

(b) a financial statement showing the assets and liabilities of the corporation at the end of the preceding fiscal year and the operations of the corporation for that year, in the form as may be required by the minister.

(6)  The report and financial statement referred to in subsection (5) must be laid before the Legislative Assembly within 90 days following the end of the fiscal year for which the report and statement are made if the Legislative Assembly is then sitting, otherwise within 15 days after the opening of the following session.

(7)  The financial statement referred to in subsection (5) must be prepared in accordance with generally accepted accounting principles.

(8)  The Financial Information Act applies to the corporation.

(9)  In addition to any other reports it is required to make under this Act, the corporation must, when and as requested by the minister but not less frequently than once in each fiscal year, provide to the minister a report on

(a) the manner in which and the extent to which the corporation is

(i)  meeting its mandate and objects as identified in this Act, and

(ii)  conforming to government policy, and

(b) any other matters the minister may require.

 One fund

9  (1)  All funds, including borrowings, income and revenue that come into the hands of the corporation, whether as agent, trustee, owner or otherwise, form one fund out of which the corporation must pay all expenditures necessary for its purposes.

(2)  The corporation must account for the fund and all payments out of it in its annual report.

 Fiscal year

10  The fiscal year end of the corporation is March 31.

 Operations

11  (1)  Subject toto the approval of the Lieutenant Governor in Council or a board, commission or other body that the Lieutenant Governor in Council may designate, the corporation must set the fares, tolls and other charges for the use of the ferry, shipping and other related services under its jurisdiction.

(2)  In setting fares, tolls and other charges, the corporation must give consideration to the costs of operating and maintaining ferries, terminals and its other properties and assets and the amount required annually to meet depreciation and interest charges.

 Acquisition of land by minister

12  (1)  On behalf of the corporation and subject to the approval of the Lieutenant Governor in Council, the minister charged with the administration of the Ministry of Transportation and Highways Act may, in accordance with that Act, acquire such land as may be necessary for the purposes of this Act.

(2)  Unless otherwise directed by the Lieutenant Governor in Council, the land acquired under this section must be vested in and held in the name of the government for the use and benefit of the corporation.

 Tenders for works

13  (1)  The corporation must invite tenders by public advertisement for the construction, modification or repair of ferries or terminals involving capital expenditures unless

(a) the corporation considers that compliance with this section would cause a delay that would be contrary to the public interest, or

(b) the work could be more expeditiously and economically executed by the officers and employees of the corporation.

(2)  The corporation must open in public all tenders received under subsection (1), at a time and place stated in the advertisement inviting the tenders, and the amount of each tender must then and there be publicly announced or made available for inspection by any person.

 Borrowing powers

14  (1)  Subject to the approval of the Lieutenant Governor in Council and within the borrowing limitations set by section 16, the corporation, for the purpose of carrying out any of the objects or powers referred to in this Act or for the exercise of any power, right, function or duty conferred or imposed on it under this or any other Act, may

(a) borrow such money as it may consider necessary or advisable, and

(b) issue notes, bonds, debentures and other securities bearing interest at the rates and payable as to principal and interest in the currencies and at the places and times and in the manner as the corporation may determine.

(2)  By resolution, the board of directors may delegate any of their powers or the powers of the corporation under this section to any director or officer of the corporation.

(3)  A resolution under this section approved by the required number of directors by telex, telegraph, telephone or any other similar means of communication confirmed in writing or other graphic communication, is as valid as if it had been passed at a meeting of the directors properly called and constituted.

(4)  The notes, bonds, debentures and other securities of the corporation may be made redeemable in advance of maturity at the times and at the prices as the directors of the corporation may determine at the time the securities are issued.

(5)  The corporation may borrow and issue securities in such amount as will realize the net sum required by the corporation for its purposes.

(6)  A recital or a declaration in a resolution of the corporation authorizing the issue of securities to the effect that the issue of the securities so authorized is being made for the purposes of the corporation and that the amount is necessary to realize the net sum required for the purposes of the corporation is conclusive evidence of the fact.

(7)  Subject to the approval of the Lieutenant Governor in Council, the corporation, on the terms and conditions considered necessary or advisable, may do any of the following:

(a) sell, exchange or otherwise dispose of the notes, bonds, debentures and other securities of the corporation, and either at par value or at less or more than par value;

(b) charge, pledge, hypothecate, deposit or otherwise deal with the securities as collateral security.

(8)  Securities of the corporation, dealt with as collateral security, when

(a) redelivered to the corporation or its nominees on or after payment, satisfaction, release or discharge, in whole or in part, of any indebtedness or obligation for which the securities may have been given as collateral, or

(b) the corporation again becomes entitled to the securities,

may be treated by the corporation as unissued.

(9)  With the approval of the Lieutenant Governor in Council, securities of the corporation described in subsection (8)

(a) may be issued, reissued, charged, pledged, hypothecated, deposited, dealt with as collateral security, sold or otherwise disposed of on the terms and conditions the directors of the corporation may consider necessary or advisable, or

(b) at the option of the corporation, may be cancelled, and in that case fresh securities in the same amount, in similar form and with similar consequences may be issued instead, and on the issue or reissue a person entitled to them has the same rights and remedies as if the securities had not been previously issued.

(10)  The borrowing power of the corporation is deemed not to have been affected by the issuance, reissuance, pledging, depositing or selling of the securities under this section.

(11)  The notes, bonds, debentures and other securities of the corporation must be in the form as may be determined by the directors of the corporation, subject to the approval of the Minister of Finance and Corporate Relations.

(12)  The notes, bonds, debentures and other securities must bear the seal of the corporation and, together with any coupons attached, must bear the signatures in writing, as defined in the Interpretation Act, of

(a) the chair and another director or officer, or

(b) other directors or officers as the corporation may determine.

(13)  The directors of the corporation may provide that the seal of the corporation may be engraved, lithographed, printed or otherwise mechanically reproduced on any security to which it is to be affixed.

(14)  The seal of the corporation when mechanically reproduced has the same effect as if manually affixed, and the mechanically reproduced signatures are valid for all purposes and are binding on the corporation, even if the person whose signature is reproduced has ceased to hold office before the date of the security or before its issue.

(15)  Subject to any restriction that may be placed on it by the Lieutenant Governor in Council and within the borrowing limitation set by section 16, the corporation may also borrow, by way of temporary loans from any person, the sums on the terms, for the purposes and on the conditions as the directors of the corporation may determine, by way of bank overdraft or line of credit, or by the pledging as security for the temporary loans of notes, bonds, debentures or other securities of the corporation pending their sale or instead of selling them, or in whatever other manner the directors of the corporation may determine.

(16)  Any cheques, promissory notes or other instrument that may be necessary or advisable in connection with borrowing money and obtaining advances by way of the temporary loans referred to in subsection (15) may be executed in whatever manner the directors of the corporation may determine.

(17)  The Minister of Finance and Corporate Relations, as fiscal agent of the corporation, may arrange all details and do, transact and execute all deeds, matters and things that are required during the negotiation of a loan or for the purpose of placing a loan.

(18)  Money raised by the corporation under this section must be paid by the corporation into the fund established under section 9.

(19)  Except in the case of a temporary loan of a term of not longer than 5 years and of issues of securities repayable in installments of principal, the corporation must set aside in each year during the period mentioned in this subsection a sum that, together with interest compounded annually at a rate determined by the Lieutenant Governor in Council, would be sufficient, irrespective of the dates of maturity of the securities being issued, to provide a sinking fund for the repayment in full of any securities issued by the corporation within a period of not longer than 30 years after the date of issue.

(20)  The sums referred to in subsection (19) must be paid to the Minister of Finance and Corporate Relations, who must

(a) act as trustee for the corporation,

(b) establish one or more appropriate sinking fund trustee accounts, and

(c) subject to subsections (21) to (23), invest the sums and the interest earnings in investments permitted for a trust fund under section 40 (4) of the Financial Administration Act.

(21)  Despite anything in this Act, the corporation may make such other provisions as may be approved by the Lieutenant Governor in Council for the payment by the corporation to the Minister of Finance and Corporate Relations as trustee for the corporation of a sinking fund for

(a) the repayment at or before maturity of all or any part of securities issued by the corporation, and

(b) the application from time to time by the Minister of Finance and Corporate Relations on behalf of the corporation of all or any part of the sinking fund so paid and any interest earnings to the purchase, and,

in the case of securities issued subject to redemption in advance of maturity, to the redemption by call of those securities.

(22)  The Minister of Finance and Corporate Relations must apply the sinking fund referred to in subsection (21) in accordance with the provisions approved by the Lieutenant Governor in Council under that subsection.

(23)  Securities purchased or redeemed may be retained in the sinking fund referred to in subsection (21), and, if retained, may be cancelled on the authorization of the Lieutenant Governor in Council.

 Authorization to borrow from Canada Pension Plan

15  Despite anything in this Act, the corporation may, in the bylaw or resolution under section 14, authorize the Minister of Finance and Corporate Relations or, with the concurrence of the Minister of Finance and Corporate Relations, authorize the Minister of Finance of Canada to determine any matter required to be determined under section 14 for the purpose of

(a) borrowing money from the Canada Pension Plan Investment Fund established under the Canada Pension Plan, and

(b) issuing and selling to the Receiver General and Minister of Finance of Canada, for the credit of the Canada Pension Plan Investment Fund, debentures as security for the loans.

 Limit of outstanding debt

16  (1)  The outstanding debt of the corporation arising from borrowings during the fiscal years ending on March 31, 2001 and March 31, 2002, as calculated under subsection (2), must not exceed $150 million minus the proceeds from the sale during those fiscal years of any ferries owned by the corporation.

(2)  The outstanding debt of the corporation arising from borrowings must be calculated by taking the aggregate of the principal value of the outstanding debt of the corporation arising from borrowings and

(a) adding the amounts of any unamortized premiums in relation to the debt,

(b) subtracting the amounts of any unamortized discounts in relation to the debt, and

(c) subtracting the value, as determined by the Minister of Finance and Corporate Relations, of

(i)  the sinking funds established under section 14 (20) for the retirement of the debt, and

(ii)  the balances attributable to the corporation in sinking funds established by the government under the Financial Administration Act in relation to the debt.

 United States dollar equivalent

17  For the purpose of calculating the sum to be set aside for a sinking fund under section 14 (19) in respect of securities payable in United States dollars, $1 in lawful money of Canada is deemed to be the equivalent of $1 in lawful money of the United States of America.

 Government guarantee

18  (1)  The government may, on terms that the Lieutenant Governor in Council approves, guarantee

(a) the payment of principal and interest, and

(b) the performance of any obligation for the payment of money,

of the notes, bonds, debentures and other securities issued by the corporation.

(2)  The Lieutenant Governor in Council may authorize

(a) the Minister of Finance and Corporate Relations, or

(b) an officer of the Ministry of Finance and Corporate Relations,

to sign the guarantee on behalf of the government, and the signature of that person on the guarantee is conclusive proof that this section has been complied with.

(3)  The guarantee, in the form and manner the Lieutenant Governor in Council approves, may be endorsed on the notes, bonds, debentures and other securities issued by the corporation, and the signature of the person authorized to sign the guarantee may be reproduced by engraving, lithographing, printing or other means.

(4)  The reproduced signature of a person referred to in subsection (3) is for all purposes deemed to be the signature of that person and is binding on the government even if

(a) the person whose signature is reproduced did not hold office at the date of the notes, bonds, debentures or other securities or at the date of their delivery, or

(b) the person who holds that office at the date the signature is affixed is not the person who holds that office at the date of the notes, bonds, debentures or other securities or at the date of their delivery.

(5)  Money required to be paid by the government in respect of a guarantee given under this section must be paid out of the consolidated revenue fund without an appropriation other than this Act.

 Guarantees respecting leases

19  (1)  On terms approvedapproved by the Lieutenant Governor in Council, the government may guarantee payments of the corporation under a lease made by or to the corporation.

(2)  The Lieutenant Governor in Council may authorize

(a) the Minister of Finance and Corporate Relations, or

(b) an officer of the Ministry of Finance and Corporate Relations,

to sign the guarantee on behalf of the government, and the signature of that person on the guarantee is conclusive proof that this section has been complied with.

(3)  Money required to be paid by the government in respect of a guarantee given under this section must be paid out of the consolidated revenue fund without an appropriation other than this Act.

 Subsidy from government

20  On recommendation of the Minister of Finance and Corporate Relations, the Lieutenant Governor in Council may authorize the Minister of Finance and Corporate Relations to pay to the corporation an annual highway equivalent subsidy.

 Additional funds from purchase of shares or loans

21  (1)  In addition to any other money authorized to be paid under section 20, the Lieutenant Governor in Council may, by order, authorize the Minister of Finance and Corporate Relations to

(a) purchase unissued shares of the corporation,

(b) purchase notes, bonds, debentures or other securities of the corporation, and

(c) advance money to the corporation for its temporary or long term purposes on the terms and conditions that the Lieutenant Governor in Council may determine.

(2)  The money required under subsection (1) must be paid out of the consolidated revenue fund without an appropriation other than this section.

 Exemption from taxation

22  The corporation, as an agent of the government, is not liable to taxation, including taxation on improvements, except in so far as the government is liable.

 Company Act

23  (1)  Despite section 3 (1) of the Company Act, sections 19, 21 (1), 32, 33, 100, 101, 120 to 124 and 128 of that Act apply to the corporation.

(2)  The Lieutenant Governor in Council may declare that one or more additional provisions of the Company Act apply to the corporation.

 Ferry Act

24  The Ferry Act does not apply to the corporation.

 Public Service Benefit Plan Act

25  The Public Service Benefit Plan Act applies to the officers and employees of the corporation.

 Power to make regulations

26  (1)  The Lieutenant Governor in Council may make regulations referred to in section 41 of the Interpretation Act.

(2)  Without limiting subsection (1), the Lieutenant Governor in Council may make regulations as follows:

(a) providing for the direction and control of passenger and vehicular traffic on ferries and in the vehicle and passenger areas of corporate properties;

(b) respecting the safety and security of individuals on ferries and in the vehicle and passenger areas of corporate properties;

(c) prohibiting conduct on ferries or in the vehicle or passenger areas of corporate properties that does or could

(i)  pose a risk to the health, safety or security of one or more individuals or to the property of the corporation, or

(ii)  interfere with the comfort and enjoyment of one or more individuals using those facilities;

(d) respecting the manner in which passengers and vehicles are to load onto and unload from ferries;

(e) respecting parking on corporate properties.