ONTARIO REGULATION 33/08

made under the

WASTE DIVERSION ACT, 2002

Approved: February 21, 2008
Made: February 21, 2008
Filed: February 21, 2008
Published on e-Laws: February 22, 2008
Printed in The Ontario Gazette: March 8, 2008


STEWARDSHIP ONTARIO

Stewardship Ontario continued

1. Stewardship Ontario is continued.

Composition

2. (1) Stewardship Ontario is composed of the members of its board of directors.

(2) The board of directors shall be composed of five members appointed in accordance with section 3 and 10 members elected or appointed in accordance with section 4 or 6.

(3) Despite subsection (2),

(a) the members of the board of directors who hold office immediately before this subsection comes into force, other than the chief executive officer of Stewardship Ontario, continue to hold office, subject to sections 5, 6 and 7, until the first election is conducted under subsection 4 (1); and

(b) the person who holds office as the chief executive officer of Stewardship Ontario immediately before this subsection comes into force, continues to hold office as a member of the board of directors as long as he or she holds the office of chief executive officer until the first election is conducted under subsection 4 (1).

Appointed members

3. (1) The board of directors shall have one member appointed by each of the following bodies:

1. Canadian Consumer Specialty Products Association.

2. Canadian Paint and Coatings Association.

3. Automotive Industries Association of Canada — Association des industries de l’automobile du Canada.

4. Retail Council of Canada.

(2) The board of directors shall have one member jointly appointed by the following bodies:

1. Spectrum Brands Canada, Inc.

2. Procter & Gamble Inc.

3. Energizer Canada Inc.

4. Panasonic Canada Inc.

(3) If an appointment is not made under subsection (1) or (2), the chief executive officer of Stewardship Ontario may appoint an individual as a member of the board of directors.

(4) A member appointed under subsection (3) shall hold office until the appointment is made under subsection (1) or (2).

(5) An appointment under subsection (1), (2) or (3) does not take effect until the first election is conducted under subsection 4 (1).

Elected members

4. (1) An election shall be conducted for the purpose of this Regulation at the 2008 general meeting of Stewardship Ontario called for that purpose, at the 2010 annual meeting and at every second annual meeting thereafter.

(2) At an election conducted under this section, 10 individuals shall be elected as members of the board of directors.

(3) An individual elected as a member of the board of directors at an annual meeting shall hold office until the election held at the second annual meeting thereafter.

(4) An individual elected as a member of the board of directors at the 2008 general meeting shall hold office until the election held at the 2010 annual meeting.

(5) An individual is entitled to be a candidate in an election conducted under this section if he or she,

(a) is a resident of Ontario;

(b) is at least 18 years of age; and

(c) is nominated as a candidate by,

(i) a person who is designated as a steward by the rules made by Stewardship Ontario under section 30 of the Act in respect of blue box waste and who is not in default of payment of fees payable to Stewardship Ontario under section 31 of the Act, or

(ii) the board of directors.

(6) Despite subsection (5), an individual is not entitled to be a candidate if he or she is a bankrupt or has been found by a court to be mentally incapable of managing property.

(7) The following persons are entitled to vote in an election conducted under this section:

1. Every person who is designated as a steward by the rules made by Stewardship Ontario under section 30 of the Act in respect of blue box waste and who is not in default of payment of fees payable to Stewardship Ontario under section 31 of the Act.

2. Every person who is not designated as a steward by the rules made by Stewardship Ontario under section 30 of the Act but has paid fees to Stewardship Ontario under its by-laws in respect of blue box waste.

(8) Each person who is entitled to vote in an election conducted under this section is entitled to cast a number of votes equal to the total of the following amounts:

1. The dollar amount of the fees paid to Stewardship Ontario in the most recently completed fiscal year in respect of the person’s obligation to pay fees under section 31 of the Act, rounded to the nearest dollar.

2. The dollar amount of the fees referred to in paragraph 2 of subsection (7) paid to Stewardship Ontario by the person in the most recently completed fiscal year, rounded to the nearest dollar.

3. The dollar amount of any payment paid by the person to Stewardship Ontario, other than fees referred to in paragraph 1 or 2, in the most recently completed fiscal year, rounded to the nearest dollar.

(9) An individual elected as a member of the board of directors whose term of office expires under subsection (3) or (4) is entitled, subject to subsections (5) and (6), to be a candidate in a subsequent election.

Resignation, removal, elected members

5. (1) An individual elected as a member of the board of directors may resign his or her office by delivering a written letter of resignation to the secretary of Stewardship Ontario.

(2) An individual elected as a member of the board of directors ceases to hold office if he or she becomes a bankrupt or is found by a court to be mentally incapable of managing property.

(3) An individual elected as a member of the board of directors may be removed from office by a resolution passed by at least two-thirds of the votes cast at a meeting at which every person referred to in subsection 4 (7) is entitled to cast a number of votes determined in accordance with subsection 4 (8).

Vacancies, elected members

6. (1) If, pursuant to subsection 5 (3), a vacancy occurs among the members of the board of directors, the vacancy may be filled by electing an individual at an election conducted in accordance with subsections 4 (5) to (8).

(2) If a vacancy occurs among the elected members of the board of directors and subsection (1) does not apply, the remaining elected members of the board may fill the vacancy by appointing any individual who would be entitled to be a candidate at an election conducted under section 4 if nominated in accordance with clause 4 (5) (c).

(3) An individual who becomes a member of the board of directors under subsection (1) or (2) shall hold office until the election at which the term of office of the member he or she replaced would have expired under subsection 4 (3) or (4).

(4) Subsection 4 (9), section 5 and this section apply, with necessary modifications, to an individual who fills a vacancy under subsection (1) or (2).

Alternate members

7. (1) Each member of the board of directors may appoint an alternate who, in the member’s absence, may participate in board meetings and vote on matters before the board.

(2) An individual may be appointed as an alternate under this section only if he or she,

(a) is a resident of Ontario; and

(b) is at least 18 years of age.

(3) Despite subsection (2), an individual shall not be appointed as an alternate if he or she is a bankrupt or has been found by a court to be mentally incapable of managing property.

(4) Subsection (1) does not apply to the chief executive officer before the first election is conducted under subsection 4 (1).

Application of the Corporations Act

8. Section 80 and subsections 283 (4) and (5) of the Corporations Act apply, with necessary modifications, to Stewardship Ontario.

Commencement

9. This Regulation comes into force on the day it is filed.

Approved by:

Stewardship Ontario:

Dennis Darby

Chairman

Joyce Barretto

Chief Executive Officer

Date of approval: February 21, 2008.

Made by:

John Philip Gerretsen

Minister of the Environment

Date made: February 21, 2008.