Bill C-236: An Act to continue VIA Rail Canada Inc. under the name VIA Rail Canada and to make consequential amendments to other Acts

Short Title Short title 1 This Act may be cited as the VIA Rail Canada Act . Interpretation Definitions 2 The following definitions apply in this Act. board  means the board of directors of the Corporation established by section 12. ( conseil ) chairperson  means the chairperson of the board. ( président ) chief executive officer  means the chief executive officer of the Corporation. ( premier dirigeant ) Corporation  means VIA Rail Canada continued by section 4. ( Société ) Minister  means the Minister of Transport. ( ministre ) Appropriate Minister Appropriate minister 3 The Minister is the appropriate minister for the Corporation for the purposes of Part X of the Financial Administration Act . Continuance and Organization of the Corporation Continuance of VIA Rail Canada Inc. 4 VIA Rail Canada Inc., incorporated on January 12, 1977, under the Canada Corporations Act , chapter C-32 of the Revised Statutes of Canada, 1970, is continued under this Act under the name VIA Rail Canada. Charter 5 For the purpose of Part X of the Financial Administration Act , this Act is the charter of the Corporation. Cessation of former legal regime 6 On the day on which this Act comes into force, the Canada Business Corporations Act ceases to apply to the Corporation and the constating documents of VIA Rail Canada Inc. cease to have effect. Cancellation of shares 7 All shares of VIA Rail Canada Inc. are cancelled without any repayment of capital in respect of those shares. The capital constitutes a capital surplus of the Corporation. Legal capacity 8 The Corporation has the capacity and, subject to the other provisions of this Act, the rights, powers and privileges of a natural person. Not an agent of Her Majesty 9 The Corporation is not an agent of Her Majesty in right of Canada. Mandate — Passenger Rail Service Mandate 10 (1) The Corporation’s mandate is to (a) provide a safe, efficient and reliable public passenger rail service in Canada that meets the needs of passengers; (b) use innovative concepts to develop a modern passenger rail service that contributes to a sustainable environment; and (c) cooperate with other public passenger service providers to improve the connectivity between the various services offered and to enhance the offer of passenger rail services in Canada. Equipment, facilities and resources (2) The Corporation may use excess equipment, facilities and resources for any commercial purpose that is ancillary to its mandate with a view to reducing the need for payments to the Corporation out of the Consolidated Revenue Fund. Mandatory routes 11 (1) The Corporation must operate a service on all routes set out in the schedule to this Act. Schedule (2) The Governor in Council may, by regulation, amend the schedule by adding or removing a route. Board of Directors and Chief Executive Officer Composition 12 (1) The Corporation’s board of directors is established, consisting of not more than 15 directors, including the chairperson and the chief executive officer. Chairperson and chief executive officer (2) The chairperson and the chief executive officer are to be appointed by the Governor in Council. Other directors (3) The directors, other than the chairperson and the chief executive officer, are to be appointed by the Minister, with the approval of the Governor in Council. Role of chairperson 13 (1) The chairperson presides at meetings of the board and exercises any powers and performs any duties and functions that are assigned by the by-laws of the Corporation. Incapacity or vacancy (2) If the chairperson is absent or unable to act or if the office of chairperson is vacant, the board may designate another director to act as chairperson, but that person may act as chairperson for more than 90 days only with the approval of the Governor in Council. Role of chief executive officer 14 (1) The chief executive officer is responsible for the direction and management of the business and day-to-day operations of the Corporation. The chief executive officer exercises any powers and performs any duties and functions that are assigned by the by-laws of the Corporation. Incapacity or vacancy (2) If the chief executive officer is absent or unable to act or if the office of chief executive officer is vacant, the board may designate another director to act as chief executive officer, but that person may act as chief executive officer for more than 90 days only with the approval of the Governor in Council. Head Office Head office 15 (1) The Corporation’s head office is to be in Montré­ al, Quebec. Change of location (2) Despite subsection (1), the Governor in Council may, by order, establish the Corporation’s head office in another city in Canada. Review and Report Five-year review 16 (1) Five years after the day on which this Act comes into force, and every five years after that, the Minister must undertake a review of the provisions and operation of this Act. Report to Parliament (2) Within one year after the review is undertaken, the Minister must cause a report on the review to be tabled in each House of Parliament. Transitional Provisions Continuation — directors, chairperson and chief executive officer 17 The directors of VIA Rail Canada Inc., its chairperson and its chief executive officer continue to hold office as directors, chairperson and chief executive officer, respectively, of the Corporation according to the conditions of their appointments, until the expiry of their terms. References 18 Every reference to VIA Rail Canada Inc. in any deed, contract or other document executed or, in Quebec, signed by VIA Rail Canada Inc. in its own name is to be read as a reference to VIA Rail Canada, unless the context requires otherwise. Property 19 All rights and property held by or in the name of or in trust for VIA Rail Canada Inc. and all obligations and liabilities of VIA Rail Canada Inc. are deemed to be rights, property, obligations and liabilities of the Corporation. Continuation of legal proceedings 20 Any action, suit or other proceeding to which VIA Rail Canada Inc. is a party that is pending in any court on the day on which this Act comes into force may be continued by or against the Corporation in the same manner and to the same extent as it could have been continued by or against VIA Rail Canada Inc. Commencement of legal proceedings 21 Any action, suit or other proceeding in respect of an obligation or liability incurred by VIA Rail Canada Inc. may be brought against the Corporation in any court that would have had jurisdiction if the action, suit or other proceeding had been brought against VIA Rail Canada Inc. By-laws 22 Every by-law of VIA Rail Canada Inc. is, to the extent that it is consistent with this Act, a by-law of the Corporation. Consequential Amendments R.S., c. A-1 Access to Information Act 23 Paragraph 18.1(1)(d) of the Access to Information Act is replaced by the following: (d) VIA Rail Canada. R.S., c. F-8 Federal-Provincial Fiscal Arrangements Act 24 Schedule I to the Federal-Provincial Fiscal Arrangements Act is amended by striking out the following: VIA Rail Canada Inc. VIA Rail Canada Inc. 25 Schedule I to the Act is amended by adding the following in alphabetical order: VIA Rail Canada VIA Rail Canada R.S., c. F-11 Financial Administration Act 26 Part I of Schedule III to the Financial Administration Act is amended by striking out the following: VIA Rail Canada Inc. VIA Rail Canada Inc. 27 Part I of Schedule III to the Act is amended by adding the following in alphabetical order: VIA Rail Canada VIA Rail Canada R.S., c. M-13 Payments in Lieu of Taxes Act 28 Schedule III to the Payments in Lieu of Taxes Act is amended by striking out the following: VIA Rail Canada Inc. VIA Rail Canada Inc. 29 Schedule III to the Act is amended by adding the following in alphabetical order: VIA Rail Canada VIA Rail Canada 1996, c. 10 Canada Transportation Act 30 The definition public passenger service provider in section 87 of the Canada Transportation Act is replaced by the following: public passenger service provider  means VIA Rail Canada, a passenger rail service provider designated by the Minister or an urban transit authority; ( société de transport publique ) 31 (1) Subsection 144.1(2) of the Act is replaced by the following: Declaration that line is for general advantage of Canada (2) Whenever a railway company’s rights and obligations under an agreement with VIA Rail Canada are vested in another person or entity by subsection (1), the portion of the railway line to which the agreement relates is declared, as of the day the transfer takes place, to be a work for the general advantage of Canada. (2) Paragraph 144.1(3)(a) of the Act is replaced by the following: (a) VIA Rail Canada ceases to operate a passenger rail service on the portion of railway line to which the declaration relates; or