R.R.O. 1990, Reg. 269: INNOVATION ONTARIO CORPORATION

Development Corporations Act
Loi sur les sociétés de développement

R.R.O. 1990, REGULATION 269

INNOVATION ONTARIO CORPORATION

Note: This Regulation was revoked on October 25, 2010. See: S.O. 2010, c. 16, Sched. 6, ss. 1 (4), 4.

Last amendment: S.O. 2010, c. 16, Sched. 6, s. 1 (4).

This Regulation is made in English only.

1. (1) In this Regulation,

“Corporation” means the Innovation Ontario Corporation continued under subsection (2). R.R.O. 1990, Reg. 269, s. 1 (1).

(2) The Innovation Ontario Corporation is continued on behalf of Her Majesty in right of Ontario as a corporation without share capital with the following objects:

1. To encourage and assist in the acquisition, development and demonstration of technological products, processes and services in Ontario, including, without limiting the generality of the foregoing, the provision of financial assistance and incentives, subject to subsection (4), by way of loans, guarantees or the purchase of shares or other securities.

2. To provide financial, technical, managerial and marketing expertise.

3. To encourage commercial development of research activity based in Ontario.

4. To assist the development of enterprises so as to encourage investment in them by venture capitalists and institutional and other investors.

5. To provide technical and market information to facilitate innovation and technology transfers.

6. To assist Ontario-based enterprises to acquire, through licence or joint venture agreements or otherwise, access to foreign technology for the purpose of commercially developing products, processes and services in Ontario.

7. To assist Ontario-based suppliers of technological products and services to meet long-term procurement requirements of governments and public sector agencies and institutions. R.R.O. 1990, Reg. 269, s. 1 (2).

(3) For the purpose of carrying out its objects, and subject to the Act and this Regulation, the Corporation has the capacity and powers of a natural person. R.R.O. 1990, Reg. 269, s. 1 (3).

(4) The Corporation shall not provide financial assistance in an amount greater than $1,000,000, including a guarantee for a loan greater than $1,000,000, without the prior approval of the Lieutenant Governor in Council. O. Reg. 246/91, s. 1.

(5) A guarantee of the Corporation is not valid unless it is executed under corporate seal of the Corporation and signed by the Minister of Finance. R.R.O. 1990, Reg. 269, s. 1 (5).

2. (1) The Corporation shall have a board of directors consisting of not fewer than nine and not more than fifteen members to be appointed by the Lieutenant Governor in Council for a term of not more than three years, among whom one shall be a director of the Ontario Development Corporation, one shall be a director of the Northern Ontario Development Corporation, and one shall be a director of the Eastern Ontario Development Corporation. R.R.O. 1990, Reg. 269, s. 2 (1).

(2) The Lieutenant Governor in Council shall designate one of the directors as chair and one of the directors as vice-chair. R.R.O. 1990, Reg. 269, s. 2 (2).

(3) The Corporation may pay to those of its directors who are not public servants of Ontario such remuneration and allowances as may be fixed by the Lieutenant Governor in Council. R.R.O. 1990, Reg. 269, s. 2 (3).

(4) At the first meeting of the board of directors, and until otherwise provided for by by-law, a quorum shall be a majority of the directors appointed and, thereafter, a quorum shall be the number of directors that the board designates by by-law. R.R.O. 1990, Reg. 269, s. 2 (4).

(5) The board may make by-laws regulating its proceedings and generally for the conduct and management of the affairs of the Corporation. R.R.O. 1990, Reg. 269, s. 2 (5).

(6) The chair shall preside at all meetings of the board and, in the chair’s absence or if the office of chair is vacant, the vice-chair has all the powers and shall perform all the duties of the chair. R.R.O. 1990, Reg. 269, s. 2 (6).

3. The chief executive officer of the Corporation shall be the person appointed by the Lieutenant Governor in Council as chief executive officer of the Development Corporations under section 9 of the Act. R.R.O. 1990, Reg. 269, s. 3.

4. (1) The fiscal year of the Corporation shall commence on the 1st day of April in each year and end on the 31st day of March in the following year. R.R.O. 1990, Reg. 269, s. 4 (1).

(2) Section 132 of the Business Corporations Act applies with necessary modifications to the Corporation. R.R.O. 1990, Reg. 269, s. 4 (2).

(3) The Corporations Act does not apply to the Corporation. R.R.O. 1990, Reg. 269, s. 4 (3).

5. The affairs of the Corporation shall be managed and supervised by its board, but the board shall comply with any directions respecting the policies of the Government of Ontario on technology and innovation given to it from time to time in writing by the Minister. R.R.O. 1990, Reg. 269, s. 5.

6. No member, officer or employee of the Corporation, or other person acting on behalf of the Corporation, is personally liable for anything done or omitted in good faith in the exercise or purported exercise of the powers conferred by this Regulation. R.R.O. 1990, Reg. 269, s. 6.

7. (1) No act of the Corporation, including any transfer of property to or by the Corporation, is invalid by reason only that the act is not authorized by this Regulation. R.R.O. 1990, Reg. 269, s. 7 (1).

(2) No person is deemed to have notice of the contents of a document concerning the Corporation by reason only that the document is available to the public. R.R.O. 1990, Reg. 269, s. 7 (2).

(3) The Corporation or a guarantor of an obligation of the Corporation may not assert against a person dealing with the Corporation or with a person who has acquired rights from the Corporation that,

(a) this Regulation, an order in council, a direction of the Minister, the policies of the Government of Ontario or the by-laws of the Corporation have not been complied with;

(b) a person held out by the Corporation as a director, an officer or an agent of the Corporation has not been duly appointed or has no authority to exercise the powers and perform the duties that are the customary business of the Corporation or usual for such director, officer or agent; or

(c) a document issued by a director, officer or agent of the Corporation with actual or apparent authority to issue the document is not valid or not genuine,

except where the person has or ought to have, by virtue of a position with or relationship to the Corporation, knowledge to that effect. R.R.O. 1990, Reg. 269, s. 7 (3).

8. The Lieutenant Governor in Council may authorize the Corporation to act as agent for the Province of Ontario in respect of programs, projects or matters undertaken or carried out by the Province for the advancement of technology in Ontario. R.R.O. 1990, Reg. 269, s. 8.

9. (1) Such employees may be appointed under the Public Service Act as are considered necessary for the proper conduct of the business of the Corporation. R.R.O. 1990, Reg. 269, s. 9 (1).

(2) The Corporation may engage persons other than those appointed under subsection (1) to provide professional, technical or other assistance to or on behalf of the Corporation, and may prescribe the duties and other terms of engagement and provide for payment of the remuneration and expenses of such persons. R.R.O. 1990, Reg. 269, s. 9 (2).

10. (1) The money required for the purpose of defraying the administrative expenses of the Corporation shall be paid out of the money appropriated by the Legislature for the purpose. R.R.O. 1990, Reg. 269, s. 10 (1).

(2) The money required for the purposes of subsection 1 (2) shall be paid out of the money appropriated therefor by the Legislature. R.R.O. 1990, Reg. 269, s. 10 (2).

(3) All money received by the Corporation shall be deposited in one or more accounts of the Corporation in the Province of Ontario Savings Office, one or more banks listed in Schedule I or II to the Bank Act (Canada), one or more trust corporations registered under the Loan and Trust Corporations Act, and the money shall be applied solely in carrying out the objects of the Corporation. R.R.O. 1990, Reg. 269, s. 10 (3).

(4) All or part of the money deposited in an account referred to in subsection (3) shall, on the order of the Lieutenant Governor in Council, be paid into and form part of the Consolidated Revenue Fund. R.R.O. 1990, Reg. 269, s. 10 (4).

11. The accounts and financial transactions of the Corporation shall be audited annually by the Provincial Auditor and reports of the audit shall be made to the Corporation and to the Minister. R.R.O. 1990, Reg. 269, s. 11.

12. (1) The Corporation shall make an annual report to the Minister of all financial assistance and incentives provided under subsection 1 (2) together with the names and addresses of the persons to whom the assistance or incentives are given, and the Minister shall submit the report to the Lieutenant Governor in Council and shall then lay the report before the Assembly if it is in session or, if not, at the next session. R.R.O. 1990, Reg. 269, s. 12 (1).

(2) The Corporation shall, in addition to making an annual report under subsection (1), make such other reports of its affairs and operations to the Minister as the Minister may require. R.R.O. 1990, Reg. 269, s. 12 (2).

13. (1) The Corporation shall terminate on the 30th day of June, 1998 or on such other day thereafter as the Lieutenant Governor in Council may designate. R.R.O. 1990, Reg. 269, s. 13 (1); O. Reg. 246/91, s. 2; O. Reg. 278/96, s. 1.

(2) On termination, the Corporation shall be wound up and its assets shall, at the direction of the Minister, be,

(a) liquidated or sold as a going concern and the proceeds paid into the Consolidated Revenue Fund;

(b) transferred to Her Majesty in right of Ontario or to an agency of the Crown. R.R.O. 1990, Reg. 269, s. 13 (2).