Alberta Capital Finance Authority Act

Link to law: http://www.qp.alberta.ca/1266.cfm?page=A14P5.cfm&leg_type=Acts&isbncln=9780779777242&display=html
Published: 2013-12-11

ALBERTA CAPITAL FINANCE AUTHORITY ACT ALBERTA CAPITAL FINANCE AUTHORITY ACT
Chapter A‑14.5
Table of Contents
                1      Interpretation
The Corporation and Its Governance
                2      Corporation
             2.1      Powers
                3      Offices
                4      Capital stock
                6      Purchase of shares
                7      Government as shareholder
                8      Allotment
                9      Transfer of shares
              10      Board of directors
              11      Directors
              14      Election of directors
              15      Terms of office
              16      Vacancies
              17      Officers
              18      Quorum               19      Voting of shares
           19.1      Resolutions
              20      Annual meetings
Business, Financing and Operation of the Corporation
              21      Business of Corporation
              26      Guarantee by Government
              27      Limit of borrowings
              29      Audit
              30      Auditor’s report
              32      Borrowing by local authorities
              34      Investments
Miscellaneous
              35      Regulations
              37      Corporation a Crown agent
           37.1      Corporation a Provincial corporation
              38      Securities Act
              39      Regulations Act
           39.1      Previous names and bylaws
              40      Companies Act
HER MAJESTY, by and with the advice and consent of the Legislative Assembly of Alberta, enacts as follows:
Interpretation
1(1)  In this Act,
                               (a)    “Board” means the board of directors of the Corporation;
                              (b)    “Corporation” means the Alberta Capital Finance Authority;
                               (c)    “director” means a member of the Board;
                              (d)    “educational authority” means
                                        (i)    the board of trustees of a school district or school division under the School Act;
                                      (ii)    the board of governors of a public college under the Post‑secondary Learning Act;
                                     (iii)    the board of governors of a technical institute under the Post‑secondary Learning Act;
                                     (iv)    the board of governors of a university under the Post‑secondary Learning Act;
                                  (iv.1)    the Board of Governors of The Banff Centre under the Post‑secondary Learning Act;
                                       (v)    The Board of the Northland School Division No. 61 under the Northland School Division Act;
                               (e)    “health authority” means
                                        (i)    a non‑profit corporation, other than a regional health authority, that owns an approved hospital under the Hospitals Act;
                                      (ii)    a non‑profit corporation, other than a regional health authority, that owns a mental health hospital under the Hospitals Act;
                                     (iii)    a regional health authority under the Regional Health Authorities Act;
                                     (iv)    a provincial health board that is a corporation under the Regional Health Authorities Act;
                               (f)    “improvement district” means, with respect to being allotted shares in the Corporation or borrowing from the Corporation, the Government of Alberta as represented by the Minister responsible for improvement districts;
                               (g)    “local authority” means a city, an educational authority, a health authority, a municipal authority, a regional authority or a town;
                              (h)    “Minister” means the Minister determined under section 16 of the Government Organization Act as the Minister responsible for this Act;
                               (i)    “municipal authority” means
                                        (i)    an improvement district;
                                      (ii)    a Metis settlement;
                                     (iii)    a municipal district;
                                     (iv)    a special area;
                                       (v)    a specialized municipality;
                               (j)    “regional authority” means
                                        (i)    the board of trustees of a drainage district under the Drainage Districts Act;
                                      (ii)    an irrigation district under the Irrigation Districts Act;
                                     (iii)    a regional airports authority created under the Regional Airports Authority Act;
                                     (iv)    a regional services commission established under the Municipal Government Act;
                                       (v)    a growth management board established under the Municipal Government Act;
                              (k)    “resolution” means a resolution of the Board;
                               (l)    “securities” includes bonds, debentures, guaranteed investment certificates or receipts, certificates of deposit, deposit receipts, bills, notes and mortgages of real or personal property;
                             (m)    “special area” means, with respect to being allotted shares in the Corporation or borrowing from the Corporation, the Government of Alberta as represented by the Minister responsible for special areas.
(2)  A reference in this Act
                               (a)    to a city, municipal district, specialized municipality, improvement district or special area is a reference to a city, municipal district, specialized municipality, improvement district or special area under the Municipal Government Act, and
                              (b)    to a town is a reference to a town, village or summer village under the Municipal Government Act and includes a reference to a town under the Parks Towns Act.
(3)  A reference in this Act to a city, town, municipal district, specialized municipality, improvement district, special area or Metis settlement is also a reference, for the purposes of determining population, to the geographical area within the boundaries of the city, town, municipal district, specialized municipality, improvement district, special area or Metis settlement.
RSA 2000 cA‑27 s1;2001 c17 s2;2003 cP‑19.5 s131; 2003 c12 s3;2004 c30 s1;2008 c25 s20;2008 c43 s1; 2013 c17 s7
The Corporation and Its Governance
Corporation
2   The corporation incorporated under the name “Alberta Municipal Financing Corporation” is continued under the name “Alberta Capital Finance Authority”.
RSA 2000 cA‑27 s2;2003 c12 s4
Powers
2.1(1)  The Corporation has the capacity and, subject to subsection (2), the rights, powers and privileges, of a natural person.
(2)  With respect to any right, power or privilege exercisable by the Corporation, the Lieutenant Governor in Council may
                               (a)    prohibit the use of the right, power or privilege;
                              (b)    restrict the use of the right, power or privilege;
                               (c)    provide that the right, power or privilege be exercised subject to any terms or conditions prescribed in the regulations.
(3)  Notwithstanding subsection (1) but subject to the regulations, the Corporation is not to engage in or carry on any activity that does not pertain to the business of the Corporation.
2003 c12 s4
Offices
3(1)  The head office of the Corporation shall be at the City of Edmonton in Alberta.
(2)  The Corporation may establish other offices and agencies elsewhere in Alberta as it considers expedient.
RSA 2000 cA‑27 s3;2003 c12 s25
Capital stock
4(1)  The share capital of the Corporation shall consist of
                               (a)    4500 Class A shares to be allotted only to Her Majesty the Queen in right of Alberta,
                              (b)    1000 Class B shares to be allotted only to municipal authorities, health authorities and regional authorities,
                               (c)    750 Class C shares to be allotted only to cities,
                              (d)    750 Class D shares to be allotted only to towns, and
                               (e)    500 Class E shares to be allotted only to educational authorities.
(2)  All shares of the Corporation are common shares with an issued value of $10.
(3)  The only voting rights attached to a share of the Corporation are those set out in this Act.
RSA 2000 cA‑27 s4;2001 c17 s3;2003 c12 s6
 
5   Repealed 2003 c12 s7.
 
Purchase of shares
6(1)  Subject to the Financial Administration Act and notwithstanding any other Act, a local authority may acquire any share that the Corporation has made available for allocation to it.
(2)  The authority to purchase shares of the Corporation may be given by resolution of the local authority or the Corporation and the assent to it of any other persons or bodies is not required.
RSA 2000 cA‑27 s6;2003 c12 s8
Government as shareholder
7   Subject to the Financial Administration Act, the Government of Alberta may acquire Class A shares, notwithstanding any other Act of the Legislature.
RSA 1980 cA‑33 s7
Allotment
8(1)  The Corporation may, subject to the regulations,
                               (a)    allot Class A shares to Her Majesty the Queen in right of Alberta in the amount requested by the Minister;
                              (b)    allot Class B shares to improvement districts, Metis settlements, municipal districts, special areas and specialized municipalities in ratios based on the population of each of them;
                               (c)    allot one Class B share to each regional authority;
                              (d)    allot one Class B share to each health authority;
                               (e)    allot Class C shares to cities in ratios based on the population of each city;
                               (f)    allot Class D shares to towns in ratios based on the population of each town;
                               (g)    allot one Class E share to each educational authority.
(1.1)  If a share of the Corporation has been allotted to and issued in the name of a non‑legal entity, that share is deemed to have been allotted and issued to the corporation that is responsible for or that corresponds to that non‑legal entity.
(2)  The Corporation shall at all times keep available sufficient shares to enable it to allot shares to new or expanding local authorities.
(3)  If it becomes necessary for the purposes of subsection (2), the Lieutenant Governor in Council may, by order, increase the capitalization of the Corporation but not so as to vary the ratio between the number of Class A shares authorized by section 4 and the other classes of shares authorized by that section.
RSA 2000 cA‑27 s8;2001 c17 s5;2003 c12 s9
Transfer of shares
9(1)  Except as otherwise provided by resolution, the shares of the Corporation are non‑transferable.
(2)  The Corporation may make any resolutions considered advisable to provide for any changes in the status of a shareholder, either by change of corporate entity or by population or otherwise, and for the purposes of any such resolution the Corporation may provide for the reversion to it of any shares on changes of status, and may purchase shares for cash, not in excess of the par value, or exchange shares for other shares, and may hold shares so purchased or exchanged for allotment in accordance with this Act and the resolutions of the Corporation.
RSA 2000 cA‑27 s9;2003 c12 s10
Board of directors
10(1)  The board of directors of the Corporation consists of the following:
                               (a)    5 directors appointed by the Lieutenant Governor in Council;
                              (b)    one director elected by the shareholders of the Class B shares;
                               (c)    one director elected by the shareholders of the Class C shares;
                              (d)    one director elected by the shareholders of the Class D shares;
                               (e)    one director elected by the shareholders of the Class E shares.
(2)  The business of the Corporation is to be administered by the Board.
(3)  The Board may exercise all the powers of the Corporation.
RSA 2000 cA‑27 s10;2003 c12 s11
Directors
11(1)  A person is not eligible to be elected or appointed to the Board unless the person is a Canadian citizen or lawfully admitted into Canada as a permanent resident and has been a resident of Alberta for at least one year.
(2)  Not more than 2 employees of the Government of Alberta may be appointed to the Board.
(3)  When there is a vacancy on the Board, the remaining directors may exercise all the powers of the Board so long as there is a quorum of the Board.
(4)  The directors, other than officers or employees of the Government of Alberta or officers or employees of any agent of the Government of Alberta, are to be paid remuneration for their services as prescribed by the Lieutenant Governor in Council.
(5)  The Corporation may pay the directors’ travelling and living expenses incurred while they are away from their ordinary places of residence in the course of their duties as directors at a rate determined by the Corporation.
RSA 2000 cA‑27 s11;2003 c12 s11
 
12 and 13   Repealed 2003 c12 s11.
 
Election of directors
14   The election of the directors of the Corporation who are to be elected shall be held at the annual general meeting of the Corporation.
RSA 2000 cA‑27 s14;2003 c12 s25
Terms of office
15(1)  Subject to subsection (4), the term of office of a person who is elected as a director by a class of shareholders is 3 years.
(2)  The term of office of a person appointed as a director by the Lieutenant Governor in Council is as prescribed in the appointment, but may not exceed 3 years.
(3)  A person who is a director is eligible to be re‑elected or reappointed as a director.
(4)  The term of office of a director,
                               (a)    in the case of a director elected by the Class C or Class E shareholders, is to expire in the year following the year in which the term of office of the director elected by the Class B shareholders expires, and
                              (b)    in the case of a director elected by the Class D shareholders, is to expire in the 2nd year following the year in which the term of office of the director elected by the Class B shareholders expires,
and in order to maintain that sequence of expiries the Board may by resolution direct, where necessary to maintain that sequence, that a director be elected for a term of office that is longer or shorter than 3 years, but in no case is that term of office to exceed 4 years.
(5)  Subject to subsections (6), (7) and (8), a person is not eligible to hold office as a director for more than 9 consecutive years.
(6)  A person who has held office as a director for 9 consecutive years is once again eligible to be elected or appointed as a director if at least 3 years has elapsed from the time that the person last ceased holding office as a director.
(7)  If during a director’s term of office the 9‑year period referred to in subsection (5) expires before the director has completed that term of office, the director may complete that term of office as if the 9‑year period had not expired.
(8)  Notwithstanding anything in this section, after the expiry of a person’s term of office as a director that person continues to hold office as a director until
                               (a)    that person is re‑elected or reappointed, as the case may be, as a director,
                              (b)    that person’s successor is elected or appointed, as the case may be, as a director, or
                               (c)    12 months has elapsed,
whichever comes first.
RSA 2000 cA‑27 s15;2003 c12 s12
Vacancies
16(1)  If during a director’s term of office that director’s position on the Board becomes vacant,
                               (a)    in the case of a director appointed to the Board by the Lieutenant Governor in Council, the Lieutenant Governor in Council may appoint a director to serve for the unexpired term of office, and
                              (b)    in the case of a director elected to the Board,
                                        (i)    the remaining directors elected by the Class B, Class C, Class D and Class E shareholders may appoint a person to act as an interim director to serve until the next annual meeting, and
                                      (ii)    at the next annual meeting the shareholders of the class of shares who elected the director whose position had become vacant may elect a director to serve for the unexpired term of office.
(2)  An interim director appointed pursuant to this section may, while holding office, exercise all the powers of a director.
(3)  For the purposes of section 15(5), the time served by an interim director or a director pursuant to this section is not to be considered in determining that person’s eligibility to hold office as a director.
RSA 2000 cA‑27 s16;2003 c12 s12
Officers
17(1)  The Minister may appoint from among the directors a chair and one or more vice‑chairs of the Board.
(2)  The Board may appoint a president of the Corporation and any other officers of the Corporation that the Board considers necessary to carry out the business of the Corporation.
(3)  A person is not eligible to serve concurrently as the president of the Corporation and as the chair or vice‑chair of the Board.
(4)  The Board may delegate in writing any power or duty conferred on it, except the power to make resolutions, to a committee appointed by it, or to a director, an officer or an employee of the Corporation or to an employee of the Government of Alberta.
RSA 2000 cA‑27 s17;2003 c12 s12
Quorum
18(1)  A majority of the Board constitutes a quorum for the transaction of the business of the Corporation.
(2)  The affirmative votes of a majority of the Board present at any meeting of the Board at which a quorum is present are sufficient to pass any resolution of the Board.
RSA 2000 cA‑27 s18;2003 c12 s13
Voting of shares
19(1)  At all meetings of the shareholders of the Corporation, a shareholder has one vote for each of the shares of the Corporation that the shareholder holds.
(2)  Notwithstanding subsection (1), in an election for a director to be elected by the shareholders of a class of shares, the only shares that may be voted in the election for that director are the shares of that class.
(3)  A person may establish the right to vote a share that is held by a shareholder by filing with the Corporation, in a manner and within a time acceptable to the Board, a notice given by or on behalf of the shareholder appointing that person as its authorized representative for the purposes of voting.
RSA 2000 cA‑27 s19;2003 c12 s14
Resolutions
19.1(1)  The Board may make resolutions relating to any matter or thing that pertains to the operation or business of the Corporation.
(2)  A resolution made by the Board may be general or specific in its application.
2003 c12 s14
Annual meetings
20   There shall be a general meeting of the Corporation in each year.
RSA 2000 cA‑27 s20;2003 c12 s25
Business, Financing and Operation of the Corporation
Business of Corporation
21   The business of the Corporation is
                               (a)    to provide local authorities that are its shareholders with financing for capital projects;
                              (b)    to act as financial agent or otherwise for a local authority that is its shareholder in negotiating loans or refinancing securities of the local authority or in any other capacity authorized by the regulations;
                               (c)    to manage its liabilities and its financial and business affairs in such a manner so as to enhance the Corporation’s ability to effectively carry out its activities in an economical and efficient manner;
                              (d)    to provide, in addition to any financial service referred to in clauses (a) and (b), any other financial services prescribed or otherwise authorized by the Lieutenant Governor in Council.
RSA 2000 cA‑27 s21;2003 c12 s15
 
22 to 25   Repealed 2003 c12 s15.
 
Guarantee by Government
26   The principal and interest of any borrowings by or securities issued by the Corporation are hereby guaranteed by the Government of Alberta.
RSA 2000 cA‑27 s26;2003 c12 s16
Limit of borrowings
27(1)  The Corporation shall not borrow any money or issue or sell securities when, at the time the money is borrowed or the securities are issued or sold, the borrowing or issue and sale would cause the aggregate principal sum of all outstanding loans and securities to exceed the amount determined under the regulations.
(2)  Nothing in this section prevents the Corporation from borrowing or raising money by way of loan for the purpose of paying, refunding or renewing from time to time in whole or in part any loans or any securities of the Corporation from time to time outstanding.
(3)  For the purpose of calculating the aggregate sum referred to in subsection (1), the principal amount of outstanding securities and loans payable in the currency of any country other than Canada is deemed to be the equivalent principal amount in dollars in lawful money of Canada calculated in each case in accordance with the nominal rate of exchange between the Canadian dollar and the currency of the country concerned on the business day immediately preceding the day on which the Corporation authorized the issue of those outstanding securities or the raising of those outstanding loans, as the case may be, as that nominal rate is determined by any bank in Canada.
RSA 2000 cA‑27 s27;2003 c12 s17;2008 c28 s2
 
28   Repealed 2003 c12 s18.
 
Audit
29   The Auditor General is the auditor of the Corporation.
RSA 2000 cA‑27 s29;2003 c12 s25
Auditor’s report
30   The Corporation shall annually, after the end of its fiscal year, submit audited financial statements and an annual report to the Minister who shall lay a copy of them before the Legislative Assembly if it is then sitting or, if it is not then sitting, within 15 days after the commencement of the next sitting.
RSA 2000 cA‑27 s30;2003 c12 s19
 
31   Repealed 2003 c12 s20
 
Borrowing by local authorities
32(1)  A local authority may borrow money from the Corporation in any form or manner and on any terms that are acceptable to the Corporation.
(2)  Nothing in this section is to be construed to relieve a local authority from compliance with any statutory requirement relating to any borrowing by the local authority.
(3)  Notwithstanding subsection (2), no security provided by a local authority to the Corporation is invalid by reason only that the local authority fails to comply with any statutory or other requirements relating to the security.
RSA 2000 cA‑27 s32;2003 c12 s20
 
33   Repealed 2003 c12 s20.
 
Investments
34(1)  Subject to the regulations, when investing funds, other than funds that are currently required for making loans to shareholders of the Corporation, the Corporation must adhere to investment and lending policies, standards and procedures that a reasonable and prudent person would apply in respect of a portfolio of investments to avoid undue risk of loss and to obtain a reasonable return.
(2)  The Lieutenant Governor in Council may impose terms or conditions or otherwise impose restrictions on the power of the Corporation to make investments.
RSA 2000 cA‑27 s34;2003 c12 s21
Miscellaneous
Regulations
35  The Lieutenant Governor in Council may make regulations,
                               (a)    without limiting the generality of clause (b), for the purposes of sections 2.1(2) and (3), 8, 21, 27(1) and 34;
                              (b)    with respect to any matter concerning this Act or the operation of the Corporation and its business.
RSA 2000 cA‑27 s35;2003 c12 s21;2008 c28 s3
 
36   Repealed 2003 c12 s21.
 
Corporation a Crown agent
37   The Corporation is an agent of the Crown in right of Alberta and its powers under this Act may be exercised only as an agent of the Crown.
RSA 2000 cA‑27 s37;2003 c12 s25
Corporation a Provincial corporation
37.1   The Corporation is a Provincial corporation under the Financial Administration Act notwithstanding that from time to time the majority of the directors may not be appointed by the Lieutenant Governor in Council.
2003 c12 s22
Securities Act
38   The Securities Act does not apply with respect to any securities or transactions of the Corporation.
RSA 2000 cA‑27 s38;2003 c12 s25
Regulations Act
39   The Regulations Act does not apply to any order, regulation, rule, bylaw or resolution previously or subsequently made, approved or passed under the authority of this Act.
RSA 1980 cA‑33 s42
Previous names and bylaws
39.1(1)  Any reference to the Alberta Municipal Financing Corporation in
                               (a)    any contract or other agreement,
                              (b)    any commercial, financial or other document,
                               (c)    any document registered in a registry operated or maintained by Alberta Registries or any other registry, document recording system, information recording system, information bank, data bank or similar system that is operated by the Government,
                              (d)    any document filed with or issued by a court or otherwise used in any legal proceeding, or
                               (e)    any enactment,
is deemed to be a reference to the Alberta Capital Finance Authority.
(2)  Any reference to the Alberta Municipal Financing Corporation Act is deemed to be a reference to the Alberta Capital Finance Authority Act.
(3)  Any bylaw made by the Board is deemed to be a resolution of the Board and may be amended or rescinded by a resolution of the Board.
2003 c12 s23
Companies Act
40   The Corporation is exempt from the requirements of sections 6, 86, 87, 93, 118 to 121, 133, 162 and 304 of the Companies Act.
RSA 2000 cA‑27 s40;2003 c12 s24
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