ARCHIVED — Vol. 147, No. 4 — January 26, 2013

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ORDERS IN COUNCIL

DEPARTMENT OF TRANSPORT

Letters patent of incorporation for the establishment of the Windsor-Detroit Bridge Authority

P.C. 2012-1350 October 9, 2012

Whereas the Crossing Agreement initially entered into on June 15, 2012 between Her Majesty the Queen in right of Canada and the State of Michigan provides that a crossing authority is to be established by Canada pursuant to and subject to the laws of Canada;

And whereas subsection 29(1) of the International Bridges and Tunnels Act provides that the Governor in Council may, on the recommendation of the Minister of Transport, issue letters patent of incorporation for the establishment of a corporation, with or without share capital, for the purpose of the corporation constructing or operating an international bridge or tunnel;

Therefore, His Excellency the Governor General in Council, on the recommendation of the Minister of Transport, pursuant to subsection 29(1) of the International Bridges and Tunnels Act, issues the annexed letters patent of incorporation for the establishment of the Windsor-Detroit Bridge Authority, a corporation without share capital, for the purpose of the corporation constructing or operating an international bridge across the Detroit River between Windsor, Ontario and Detroit, Michigan.

CANADA

LETTERS PATENT

WHEREAS the Crossing Agreement initially entered into on June 15, 2012 between Her Majesty in Right of Canada and the State of Michigan provides that the Crossing Authority is to be established by Canada pursuant to and subject to the laws of Canada.

AND WHEREAS subsection 29(1) of the International Bridges and Tunnels Act provides that the Governor in Council may, on recommendation of the Minister of Transport issue letters patent of incorporation for the establishment of a corporation, with or without share capital, for the purpose of the corporation constructing or operating an international bridge or tunnel.

THEREFORE these Letters Patent of incorporation issued by the Governor General in Council, on recommendation of the Minister of Transport, pursuant to subsection 29(1) of the International Bridges and Tunnels Act, hereby establishes a corporation without share capital under the name

WINDSOR-DETROIT BRIDGE AUTHORITY/AUTORITÉ DU PONT WINDSOR-DÉTROIT

for the purpose of the corporation constructing or operating an international bridge across the Detroit River between Windsor, Ontario and Detroit, Michigan, for the objects and with the provisions set out in these Letters Patent. The corporation may use and be legally designated by the English form of its name or by French form for its name.

1.0 Definitions. In these letters patent:
  • 1.1 “Act means the International Bridges and Tunnels Act as amended from time to time;
  • 1.2 “Activities” means any conduct of the Crossing Authority to further its objects and any undertaking carried on by the Crossing Authority, but does not include the Affairs of the Crossing Authority;
  • 1.3 “Affairs” means the relationships among the Crossing Authority and the Directors, Officers and the Member;
  • 1.4 “Board” means the board of directors of the Crossing Authority;
  • 1.5 “Canada” means Her Majesty in Right of Canada;
  • 1.6 “Chair” means the person occupying the position of chairperson of the Board from time to time;
  • 1.7 “Chief Executive Officer” means the person occupying the position of chief executive officer of the Crossing Authority from time to time;
  • 1.8 “Crossing” means the International Bridge across the Detroit River between Windsor, Ontario and Detroit, Michigan, as contemplated by the Crossing Agreement;
  • 1.9 “Crossing Agreement” means the Crossing Agreement between Canada, the Crossing Authority, the State of Michigan, the Michigan Department of Transportation and the Michigan Strategic Fund executed by Canada and the State of Michigan on June 15, 2012, as amended, supplemented or restated from time to time;
  • 1.10 “Crossing Authority” means the corporation established pursuant to these Letters Patent;
  • 1.11 “Director” means a member of the Board;
  • 1.12 “Governmental Authority” means any domestic or foreign government, including any federal, provincial, state, municipal government, and any government agency, tribunal, commission or other authority exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, such government;
  • 1.13 “International Bridge” means a bridge, or any part of it, that connects any place in Canada to any place outside Canada, and includes approaches and facilities related to the bridge;
  • 1.14 “Letters Patent” means these letters patent of incorporation issued by the Governor in Council on recommendation of the Minister of Transport, pursuant to subsection 29(1) of the Act, as amended by supplementary letters patent, if any;
  • 1.15 “Member” means Canada;
  • 1.16 “Minister” means the Minister of Transport;
  • 1.17 “Officer” means an officer of the Crossing Authority other than an Officer-Director;
  • 1.18 “Officer-Director” means the Chair or the Chief Executive Officer; and
  • 1.19 “Regulations” means regulations made under the Act.
2.0 Conflicts
  • 2.1 If there is any conflict between the Act or Regulations and the Letters Patent, the Act or Regulations shall prevail.
  • 2.2 If there is any conflict between the Letters Patent and the by-laws of the Crossing Authority, the Letters Patent shall prevail.
3.0 Objects
  • The objects of the Crossing Authority shall be to construct and/or operate the Crossing, alone or together with one or more Governmental Authorities, and to do so directly or by engaging one or more third parties to do so in whole or in part, as contemplated by the Crossing Agreement and the Act.
4.0 Capacity & Powers
  • 4.1 The Crossing Authority shall be incorporated for the purpose of entering into and carrying out the obligations of the Crossing Authority as a party to the Crossing Agreement and for the purpose of constructing and/or operating the Crossing and for those purposes and for the purposes of the Act, shall have the capacity, rights and powers of a natural person.
  • 4.2 The Crossing Authority shall not carry on any of its Activities or exercise any power that it is restricted by the Letters Patent or by regulations made under subsection 31(1) of the Act, from carrying on or exercising, nor shall it exercise any of its powers or carry on any of its Activities in a manner contrary to the Letters Patent, the Regulations, or the Act.
  • 4.3 Without the authorization of the Governor in Council, the Crossing Authority shall not:
    • (a) procure the incorporation of a corporation any of the shares or membership or ownership interests of which, on incorporation, would be held by, on behalf of or in trust for the Crossing Authority;

    • (b) acquire shares of or membership interests or ownership interests in a corporation that, on acquisition, would be held by, on behalf of or in trust for the Crossing Authority;

    • (c) acquire all or substantially all of the assets of another corporation; or

    • (d) sell or otherwise dispose of all or substantially all of the assets of the Crossing Authority.
  • 4.4 Without the authorization of the Minister, the Crossing Authority shall not carry on any of its Activities, except entering into the Crossing Agreement, prior to the first appointment of a board of more than one (1) Director.
5.0 Territory
  • 5.1 The Crossing Authority may carry on its Activities throughout Canada.
  • 5.2 The Crossing Authority shall have the capacity to carry on its Activities, conduct its Affairs and exercise its powers in any jurisdiction outside Canada to the extent that the laws of that jurisdiction permit.
6.0 Tolls
  • In accordance with the provisions of the Act, any Regulations and the Letters Patent and subject to the provisions of the Crossing Agreement, the Crossing Authority may fix and charge tolls, fees or other charges for the use of the Crossing.
7.0 Directors and Officers
  • 7.1 The Board shall manage, or supervise the management of, the Activities and Affairs of the Crossing Authority.
  • 7.2 The number of Directors of the Crossing Authority shall be a minimum of one (1) and a maximum of five (5) individuals holding office from time to time.
  • 7.3 The quorum necessary for the transaction of business at a meeting of the Board shall be a majority of the number of Directors in office. A quorum of Directors may exercise all powers of the Board.
  • 7.4 Each Director shall be entitled to one vote on all matters or questions submitted to the vote of the Board. At all meetings of the Board, every matter or question shall be determined by a majority of the votes cast at the meeting. If there is only one Director in office, that Director may constitute a meeting. A resolution in writing, signed by all the Directors entitled to vote on that resolution at a meeting of Directors, is as valid as if it had been passed at a meeting of Directors.
  • 7.5 The Directors, other than the Chair, shall be appointed by the Minister, with the approval of the Governor in Council, to hold office at pleasure for a term not exceeding four (4) years.
  • 7.6 If a Director is not appointed to take office on the expiration of the term of an incumbent Director, the incumbent Director remains in office until his or her successor is appointed.
  • 7.7 A Director ceases to hold office when:
    • (a) the Director dies or resigns;

    • (b) the Director is removed from office at the discretion of the Minister with the approval of the Governor in Council; or

    • (c) subject to Section 7.6, the term of the Director expires.
  • 7.8 A Director may resign his or her office as a Director by sending to the Crossing Authority a written resignation which shall become effective on the date received by the Crossing Authority or the date specified in the resignation, whichever is later.
  • 7.9 Any Director may be removed from office at the discretion of the Minister with the approval of the Governor in Council.
  • 7.10 The Chair, if any, shall be appointed by the Governor in Council to hold office at pleasure for such term as the Governor in Council considers appropriate. The Chair shall be a Director.
  • 7.11 The Chief Executive Officer, if any, shall be appointed by the Governor in Council to hold office at pleasure for such term as the Governor in Council considers appropriate.
  • 7.12 An Officer-Director may resign his or her office as Officer-Director by sending to the Crossing Authority a written resignation which shall become effective on the date received by the Crossing Authority or the date specified in the resignation, whichever is later.
  • 7.13 An Officer-Director may be removed from office at the discretion of the Governor in Council.
  • 7.14 Subject to the Letters Patent and to the by-laws of the Crossing Authority:
    • (a) the Directors may designate the offices of the Crossing Authority, appoint as Officers persons of full capacity, specify their duties and delegate to them powers to manage the Activities and Affairs of the Crossing Authority; and

    • (b) two or more offices of the Crossing Authority may be held by the same person, other than Chair and Chief Executive Officer.
  • 7.15 An act of a Director, Officer-Director or other Officer is valid despite an irregularity in their appointment or a defect in their qualifications.
  • 7.16 Contracts, documents or any other instrument in writing requiring the signature of the Crossing Authority, including the Crossing Agreement, shall be signed by any Director or Officer-Director and all contracts, documents and instruments in writing so signed, including the Crossing Agreement, shall be binding upon the Crossing Authority without any further authorization or formality. The Board shall have the power from time to time by resolution to appoint one or more individuals who shall be empowered on behalf of the Crossing Authority to sign specific contracts, documents or instruments in writing.
8.0 Member
  • 8.1 The sole member in the Crossing Authority shall be Canada.
  • 8.2 A resolution in writing signed by the Minister on behalf of the Member is valid.
9.0 Fundamental Changes
  • 9.1 The Governor in Council may, on recommendation of the Minister, issue supplementary letters patent amending the Letters Patent, and the supplementary letters patent shall take effect on the date stated in them.
  • 9.2 Unless the Letters Patent or by-laws otherwise provide, the Directors may, by resolution, make, amend or repeal any by-laws that regulate the Activities or Affairs of the Crossing Authority. The by-law, amendment or repeal shall not be effective until confirmed, with or without amendment, by the Member.
  • 9.3 The Directors shall submit the by-law, amendment or repeal to the Member and the Member may by resolution, confirm, reject or amend the by-law, amendment or repeal.
10.0 Corporate Finance
  • 10.1 The Crossing Authority shall own any property of any kind that is transferred to or otherwise vested in the Crossing Authority and does not hold any property in trust unless that property was transferred to the Crossing Authority expressly in trust for a specific purpose.
  • 10.2 Directors are not, in that capacity, trustees for any property of the Crossing Authority, including property held in trust by the Crossing Authority.
  • 10.3 The Crossing Authority shall not be operated for the purpose of pecuniary profit or gain for its Member or any Director, Officer or other private individual.
  • 10.4 In the event of the dissolution or winding up of the Crossing Authority, all its remaining assets after payment of its liabilities and obligations shall revert to the Member.
  • 10.5 The Member is not, in that capacity, liable for any liability of the Crossing Authority, or any act or default of the Crossing Authority.

The Letters Patent shall take effect on the date of issuance of these Letters Patent by the Governor in Council.

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