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Bill C-458

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    (b) if the director was not then interested in the proposed contract, at the first meeting of the Board after the director becomes interested;

    (c) if the director becomes interested after the contract is made, at the first meeting of the Board after the director becomes interested; or

    (d) if the director was interested in the contract before becoming a director, at the first meeting of the Board after becoming a director.

Disclosure by director of other contracts

(6) If a material contract or proposed material contract is one that in the ordinary course of the business or activity of the Service would not require approval by the Board, a director shall disclose in writing to the Board or request to have entered in the minutes of a meeting of the Board the nature and extent of the director's interest as soon as the director becomes aware of the contract or proposed contract.

Voting on contract

(7) A director referred to in subsection (4) may not vote on any resolution to approve the contract.

Continuing disclosure

(8) For the purposes of this section, a general notice to the Board by a director, declaring that they are a director or officer of or have a material interest in a person and are to be regarded as interested in any contract made with that person, is a sufficient declaration of interest in relation to any contract so made.

Avoidance standards

(9) A material contract between the Service and one or more of its directors or between the Service and another person of which a director of the Board is a director or an officer or in which the director has a material interest, is neither void nor voidable by reason only of that relationship or by reason only that a director with an interest in the contract is present at or is counted to determine the presence of a quorum at a meeting of the Board that authorized the contract, if

    (a) the director disclosed the interest in accordance with subsection (5), (6) or (8); and

    (b) the contract was approved by the Board and it was reasonable and fair to the Service at the time it was approved.

Application to court

(10) If a director of the Board fails to disclose their interest in a material contract in accordance with this section, a court may, on application of the Board or on behalf of the Crown, set aside the contract on any terms that it thinks fit.

Definition of ``court''

(11) In this section, ``court'' has the same meaning as in subsection 118(2) of the Financial Administration Act.

Power to indemnify

(12) The Board may indemnify a present or former director of the Board and the director's heirs and legal representatives against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, that are reasonably incurred by the director in respect of any civil, criminal or administrative action or proceeding to which the director is a party by reason of being or having been a director, if the director

    (a) acted honestly and in good faith, with a view to the best interests of the Service having regard to its mandate; and

    (b) in the case of any criminal or administrative action or proceeding that is enforced by a monetary penalty, believed on reasonable grounds that the director's conduct was lawful.

Payable out of C.R.F.

(13) An amount that is payable in respect of indemnification under this section may be paid out of the Consolidated Revenue Fund.

Annual report

95.97 The Board shall, within three months after the end of each fiscal year, submit to the Minister an annual report on the operations of the Service for that year, and the Minister shall cause a copy of the report to be tabled in each House of Parliament on any of the first thirty days on which that House is sitting after the Minister receives it.

4. Paragraph 96(b) of the Act is replaced by the following:

    (b) for authorizing any full-time member of the Board or the Commissioner, the institutional head, or staff members or classes of staff members of the Service to exercise powers, perform duties or carry out functions that this Part assigns to the Board, the Commissioner or the institutional head;

5. The heading before section 97 and sections 97 and 98 of the Act are r epealed.

6. Section 99 is amended by adding the following after subsection (3):

Board may make rules

(4) Except as otherwise provided by this Part or by the regulations, the Board of Management of the Correctional Service of Canada, referred to in Part I, may make rules for authorizing any full-time member of the Board or staff members or classes of staff members of the Service to exercise or perform any power, duty or function that this Part assigns to the Board, the Commissioner or the institutional head.

COORDINATING AMENDMENTS

2001, c. 27

7. On the later of the day on which this Act is assented to and the day on which paragraph 274(b) of the Immigration and Refugee Protection Act, chapter 27 of the Statutes of Canada, 2001, comes into force,

    (a) subsection 95.6(2) of the Corrections and Conditional Release Act, as enacted by section 3 of this Act, is replaced by the following:

Eligibility for appointment

(2) A person is eligible to be appointed as Commissioner or to continue in that office only if that person is a Canadian citizen ordinarily resident in Canada or a permanent resident as defined in subsection 2(1) of the Immigration and Refugee Protection Act.

    (b) subsection 95.7(3) of the Corrections and Conditional Release Act, as enacted by section 3 of this Act, is replaced by the following:

Eligibility for appointment

(3) A person is eligible to be appointed as a director or to continue in that office only if that person is a Canadian citizen ordinarily resident in Canada or a permanent resident as defined in subsection 2(1) of the Immigration and Refugee Protection Act.

    (c) paragraph 95.7(4)(a) of the Corrections and Conditional Release Act, as enacted by section 3 of this Act, is replaced by the following:

      (a) is not a Canadian citizen or a permanent resident as defined in subsection 2(1) of the Immigration and Refugee Protection Act;

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