BILL 3 — 2013
DESTINATION BC CORP. ACT

HER MAJESTY, by and with the advice and consent of the Legislative Assembly of the Province of British Columbia, enacts as follows:

Part 1 — Definitions

Definitions

1 In this Act:

"board" means the board of directors established for the corporation under section 6 [board of directors];

"chief executive officer" means the chief executive officer of the corporation, who is appointed by the board under section 15 (1) [chief executive officer];

"corporation" means Destination BC Corp. continued under section 2 (1);

"director" means a member of the board;

"Minister of Finance" has the same meaning as in the Financial Administration Act;

"property" includes land and improvements, as those terms are defined in the Assessment Act.

Part 2 — Destination BC Corp.

Destination BC Corp. continued

2  (1) Destination BC Corp. is continued as a corporation consisting of the board.

(2) The capital of the corporation is one share with a par value of $1.

(3) The share in the corporation must be issued to and registered in the name of the minister and the minister must hold that share on behalf of the government.

Corporation is agent of government

3  (1) The corporation is an agent of the government.

(2) The corporation, as an agent of the government, is not liable to taxation except to the extent that the government is liable.

Purposes of corporation

4 The purposes of the corporation are the following:

(a) marketing British Columbia domestically, nationally and internationally as a tourist destination;

(b) promoting the development and growth of the tourism industry in British Columbia to increase revenue and employment in, and the economic benefits generated by, the industry, including, without limitation, by

(i) providing support for regional, sectoral and community tourism marketing,

(ii) providing industry leadership in tourism marketing,

(iii) promoting training and development in relation to tourism marketing,

(iv) providing support for visitor centres, and

(v) conducting tourism-related market research;

(c) providing advice and recommendations to the minister on tourism-related matters;

(d) enhancing public awareness of tourism and its economic value to British Columbia;

(e) administering and performing agreements assigned to it by the minister;

(f) purposes prescribed by the Lieutenant Governor in Council.

Capacity and powers

5  (1) Subject to this Act and the regulations, the corporation has the capacity and powers of a natural person of full capacity.

(2) Without limiting subsection (1) but subject to this Act and the regulations, for its purposes, the corporation may do one or more of the following:

(a) acquire, hold and dispose of property;

(b) borrow and, despite paragraph (f), invest money in accordance with section 18 [investment powers];

(c) with the prior approval of the Lieutenant Governor in Council, acquire or create a subsidiary, as defined in the Business Corporations Act;

(d) establish advisory committees;

(e) subject to the regulations, enter into agreements with any person, including, but not limited to, the government of Canada, the government of a jurisdiction outside Canada, the government of a province, the governing body of a first nation or a local government, or with an agent or official of any of them;

(f) if authorized by a directive of the minister issued under section 28 [ministers' directives], engage in a revenue-generating activity;

(g) perform other activities as prescribed by the Lieutenant Governor in Council.

Part 3 — Governance

Board of directors

6  (1) The corporation is to be managed by a board of directors.

(2) The board is to consist of no more than 9 directors appointed by the Lieutenant Governor in Council on the recommendation of the minister under section 7.

(3) The chair of the board is a director who

(a) is designated in writing as chair by the minister, or

(b) is appointed by the board under the bylaws of the corporation, if a chair is not designated under paragraph (a).

(4) The board must elect a vice chair from among the directors.

Nomination and recommendation process

7  (1) At the times and in the manner specified by the minister, the board must submit to the minister the names of individuals the board recommends for membership on the board.

(2) The minister may recommend to the Lieutenant Governor in Council that the Lieutenant Governor in Council appoint to the board individuals recommended to the minister under subsection (1) or any other individuals.

Term of office and reappointment

8  An individual may be appointed as a director for a term of up to 3 years and may be reappointed for one additional term of up to 3 years.

Lieutenant Governor in Council may remove director

9  On the recommendation of the minister, the Lieutenant Governor in Council may order that an appointment to the board is terminated.

When directors cease to hold office

10  (1) A director ceases to hold office when

(a) the term of office of the director expires,

(b) the director dies or resigns, or

(c) the Lieutenant Governor in Council terminates the appointment of the director under section 9 [Lieutenant Governor in Council may remove director].

(2) The resignation of a director takes effect on the later of the following:

(a) the date and time that the director's written resignation is provided to the minister;

(b) if the written resignation specifies that the resignation is to take effect on a specified date, on a specified date and time or on the occurrence of a specified event,

(i) if a date is specified, the beginning of the specified date,

(ii) if a date and time are specified, the specified date and time, or

(iii) if an event is specified, the occurrence of the specified event.

Duties and powers of board

11  (1) The board must manage the affairs of the corporation or supervise the management of those affairs.

(2) For its purposes, the board

(a) may exercise the powers conferred on it under this Act,

(b) may exercise the powers of the corporation on behalf of the corporation, and

(c) must supervise the delegation of any of its powers or duties.

(3) The board may pass the resolutions or bylaws it considers necessary or advisable for the management and conduct of the affairs of the corporation and for the exercise of the powers and duties of the board.

(4) Without limiting subsections (2) and (3) but subject to section 13 [meetings and quorum of board], the board may pass resolutions or bylaws respecting the calling and holding of meetings of the board or committees of the board and the procedures to be followed at those meetings.

(5) The board may establish committees of the board to assist the board.

(6) For the purposes of subsections (1) and (2), the board may, by resolution or bylaw, delegate any power or duty of the board or the corporation, except

(a) the power to establish committees of the board,

(b) the power to pass resolutions or bylaws respecting the procedures to be followed at meetings of the board,

(c) the duty to appoint a chief executive officer, and

(d) the power to delegate.

Board remuneration

12  In accordance with the general directives of Treasury Board, the board may

(a) reimburse or pay an allowance to directors for reasonable travelling and out-of-pocket expenses necessarily incurred in carrying out their duties, and

(b) pay remuneration to directors.

Meetings and quorum of board

13  (1) The board must meet at least 4 times a year.

(2) The chair is to preside at all meetings of the board but, in the absence of the chair, the vice chair must preside.

(3) In the absence of the chair and the vice chair, the directors who are present at a meeting of the board must designate one of those present to preside.

(4) A majority of the directors holding office constitutes a quorum at meetings of the board.

(5) The affirmative votes of the majority of the directors present at a meeting of the board at which a quorum is present are sufficient to pass a resolution or bylaw of the corporation.

(6) A director may participate in, and vote at, a meeting of the board

(a) in person, or

(b) by telephone or other communications medium, if all directors participating in the meeting, whether in person, by telephone or by other communications medium, are able to communicate with each other.

(7) A director who participates in a meeting in a manner contemplated by subsection (6) (b) is deemed to be present in person at the meeting.

(8) A resolution in writing, signed by all the directors and filed with the minutes of the proceedings of the directors, is as valid and effective as if the resolution were regularly passed at a meeting of the board.

Duties of directors and officers

14  A director or officer of the corporation, when exercising the powers and performing the duties of a director or officer of the corporation, as the case may be, must

(a) act honestly and in good faith with a view to the best interests of the corporation,

(b) exercise the care, diligence and skill that a reasonably prudent individual would exercise in comparable circumstances, and

(c) act in accordance with this Act and the regulations.

Chief executive officer

15  (1) The board must appoint an individual as the chief executive officer of the corporation.

(2) The board may determine the remuneration and the terms and conditions of employment of the chief executive officer.

(3) The chief executive officer is responsible for the general supervision and direction of the operations of the corporation and its staff and must exercise those powers and perform those duties that are specified in the bylaws or resolutions of the board.

Officers and employees

16  (1) The chief executive officer may appoint those officers and employees of the corporation that are necessary to carry on the business and operations of the corporation and may define their duties.

(2) The Public Service Benefit Plan Act applies to officers and employees of the corporation.

(3) The Public Service Pension Plan, continued under the Public Sector Pension Plans Act, applies to the corporation and its officers and employees.

Conflicts of interest

17  Despite section 25 [application of other enactments], but subject to the regulations, Division 3 [Conflicts of Interest] of Part 5 [Management] of the Business Corporations Act applies in relation to the corporation.

Part 4 — Financial Administration

Investment powers

18  (1) The corporation may invest money that belongs to it and is available for investment, but the investment may be made only

(a) as permitted under the provisions of the Trustee Act respecting the investment of trust property by a trustee, and

(b) in accordance with any directives the Minister of Finance issues to the corporation under section 28 [ministers' directives].

(2) Nothing in this section precludes the corporation from

(a) holding a security donated to it, or

(b) carrying out the terms of a deed of trust respecting a security.

No borrowing or deficit

19  (1) The corporation must not borrow money without the prior written approval of the Minister of Finance.

(2) The corporation must not incur or budget for a deficit, as determined in accordance with generally accepted accounting principles, for a fiscal year without the prior written approval of the minister and the Minister of Finance.

Appropriation

20  (1) The minister must pay to the corporation, out of the consolidated revenue fund, for each fiscal year of the corporation that begins after March 31, 2014, the amount that is

(a) equal to the prescribed portion of the actual or estimated amount of the prescribed class of provincial sales tax revenue of the government for a prescribed period, and

(b) determined in accordance with the regulations.

(2) The annual amount payable under subsection (1) may be paid to the corporation in instalments in accordance with the regulations.

(3) If an amount paid under subsection (1) is based on an estimate and the actual provincial sales tax revenue in the applicable class is different from the estimate, the amount paid under subsection (1) for a later fiscal year may be adjusted in accordance with the regulations.

Approvals in relation to real property

21  The corporation may not acquire or dispose of real property, including any improvements, without the prior written approval of the minister.

Financial administration

22  (1) The corporation must establish and maintain an accounting system satisfactory to the Minister of Finance and must, whenever required by that minister, render detailed accounts of the corporation's revenues and expenditures for the period or to the date that the Minister of Finance designates.

(2) The corporation must prepare financial statements in accordance with generally accepted accounting principles.

(3) All books or records of account, documents and other financial records must at all times be open for inspection by the minister or the Minister of Finance, or by a person designated by either of them.

(4) The Minister of Finance may direct the Comptroller General to report to Treasury Board on any aspect of the financial administration of the corporation.

(5) Unless the Auditor General is appointed in accordance with the Auditor General Act as the auditor of the corporation, the corporation must appoint an auditor to audit the accounts of the corporation at least once each year.

(6) The fiscal year of the corporation begins on April 1 in each year and ends on March 31 in the following year.

(7) The Minister of Finance is the fiscal agent of the corporation.

Corporation revenue

23  Subject to section 19 (2) [no borrowing or deficit], money received by the corporation from any source may be retained by the corporation to be used and dealt with for its purposes.

Part 5 — Tourism Marketing Committee

Tourism Marketing Committee

24  (1) In this section, "performance indicator" means a measurable variable used to report progress toward the achievement of a goal.

(2) The board, in accordance with the regulations, if any, must establish the Tourism Marketing Committee, the members of which represent regional tourism interests, to provide advice to the board and the chief executive officer on all of the following:

(a) tourism marketing strategies;

(b) annual and 3-year tourism marketing priorities and outcomes;

(c) tourism performance indicators;

(d) matters specified in resolutions of the board;

(e) matters prescribed by the Lieutenant Governor in Council.

Part 6 — General

Application of other enactments

25  (1) Subject to subsection (2), the Business Corporations Act does not apply to the corporation.

(2) The Lieutenant Governor in Council may direct that specified provisions of the Business Corporations Act or the Society Act apply to the corporation.

(3) The Document Disposal Act applies to the corporation and, for the purposes of that Act, the corporation is a ministerial office, as defined in that Act.

Transfer of records

26  (1) Despite the Document Disposal Act but subject to the regulations,

(a) the minister, in writing, may transfer records to the corporation, and

(b) the corporation, in writing, may transfer records to the minister.

(2) On the effective date of a transfer under subsection (1), the records cease to be the records of the transferor and become the records of the transferee.

(3) For the purposes of a transfer under subsection (1), records may be identified by name, class or description.

Section 5 of Offence Act

27  Section 5 of the Offence Act does not apply to this Act or the regulations.

Ministers' directives

28  (1) Both the minister and the Minister of Finance may issue to the corporation written directives that are consistent with this Act and the regulations.

(2) The corporation must comply with the written directives issued under subsection (1).

Regulations

29  (1) The Lieutenant Governor in Council may make regulations referred to in section 41 of the Interpretation Act.

(2) Without limiting subsection (1), the Lieutenant Governor in Council may make regulations as follows:

(a) respecting the composition, structure, governance and activities of the Tourism Marketing Committee;

(b) requiring the corporation to obtain the prior written approval of the minister before entering into an agreement with the government of Canada, the government of a jurisdiction outside Canada, the government of a province or the governing body of a first nation, or with an agent or official of any of them;

(c) modifying or omitting provisions of Division 3 [Conflicts of Interest] of Part 5 [Management] of the Business Corporations Act for the purposes of its application under section 17 [conflicts of interest] of this Act;

(d) respecting the transfer of records under section 26 [transfer of records], including, without limitation,

(i) imposing terms and conditions respecting access to or retention of the records by the minister or the corporation, as applicable, or

(ii) restricting the categories of records that may be transferred;

(e) for the purposes of section 20 [appropriation],

(i) establishing the class of provincial sales tax revenue, the period and the portion referred to in section 20 (1) (a),

(ii) prescribing a method for determining the amount referred to in section 20 (1),

(iii) establishing dates for the payment of instalments referred to in section 20 (2), and

(iv) prescribing a procedure for calculating and making adjustments referred to in section 20 (3);

(f) respecting any other matter for which regulations of the Lieutenant Governor in Council are contemplated by this Act.

Part 7 — Transitional Provisions and
Consequential Amendments

Transition — board

30  (1) The appointment of each director of Destination BC Corp. under the Business Corporations Act is rescinded.

(2) Despite sections 6 (2) [board of directors] and 7 [nomination and recommendation process], the Lieutenant Governor in Council may appoint as the first directors of the corporation under this Act the individuals whose appointments are rescinded under subsection (1) of this section and may set the terms of office for those directors.

Transition — chief executive officer

31  The appointment of the chief executive officer of Destination BC Corp. under the Business Corporations Act is deemed to have been made under section 15 (1) [chief executive officer] of this Act.

Transition — company shares

32  Any shares in the corporation issued under the Business Corporations Act are cancelled and the corporation must issue, in the name of the minister, one share with a par value of $1 to be held by the minister on behalf of the government.

Transition — assets, liabilities and agreements

33  (1) The minister, by regulation, may authorize the transfer to and vesting in the corporation of any right, property, asset, obligation or liability of the government, subject to the terms and conditions set out in the regulation.

(2) The minister, in writing, may assign to the corporation the government's interest in any agreement that relates to tourism or is in respect of a right, property or asset the minister considers may be of assistance to the corporation in carrying out its purposes.

(3) On and after the date on which a transfer and vesting authorized under subsection (1), or an assignment under subsection (2), takes effect,

(a) a reference to the government in any commercial paper, contract, lease, licence, permit or other instrument, agreement or document, related to the right, property, asset, obligation, liability or agreement, is deemed to be a reference to the corporation, and

(b) the right, property, asset, obligation or liability transferred ceases to be the right, property, asset, obligation or liability of the government and becomes the right, property, asset, obligation or liability of the corporation.

(4) A transfer under subsection (1) and an assignment under subsection (2) are effective despite

(a) any provision in any instrument or agreement prohibiting the transfer or assignment, or

(b) any lack of fulfillment of a provision in an instrument or agreement requiring consent, leave or approval respecting the transfer or assignment of the right, property, asset, obligation or liability,

and the breach of the prohibition or lack of fulfillment does not constitute a breach or default of the instrument or agreement.

(5) A regulation under subsection (1) may identify rights, property, assets, obligations and liabilities by name, class or description.

(6) A regulation under subsection (1) may provide that a provision, in an instrument or agreement, imposing a financial consequence, including, without limitation, a financial penalty or other payment or a requirement for an indemnity, on the government as a consequence of a transfer or assignment of the instrument or agreement does not apply in respect of a transfer or assignment under this section of that instrument or agreement.

Transition — Business Corporations Act company

34  The registration of Destination BC Corp. under the Business Corporations Act is cancelled.

Transition — regulations

35  (1) The Lieutenant Governor in Council may make regulations it considers necessary or advisable to

(a) more effectively bring this Act into operation, or

(b) remedy any transitional difficulties, in respect of any matter, encountered in the transition from the corporation as established under the Business Corporations Act to the corporation as continued under this Act.

(2) For 3 years after the date this section comes into force, a regulation made under this section may be made retroactive to a date not earlier than the date this Act or any provision of this Act comes into force and, if made retroactive, is deemed to come into force on the date specified in the regulation.

(3) This section is repealed 3 years after the date it comes into force and, on its repeal, any regulations made under it, unless earlier repealed, are also repealed.

Consequential Amendments

Financial Information Act

36 Schedule 2 of the Financial Information Act, R.S.B.C. 1996, c. 140, is amended by adding "Destination BC Corp."

Freedom of Information and Protection of Privacy Act

37 Schedule 2 of the Freedom of Information and Protection of Privacy Act, R.S.B.C. 1996, c. 165, is amended by adding the following:

Commencement

38 This Act comes into force by regulation of the Lieutenant Governor in Council.

Explanatory Note

This Bill continues Destination BC Corp., a corporation established under the Business Corporations Act, as a statutory corporation. The Bill sets out the statutory corporation's purposes and capacity and powers, establishes the governance model and financial management requirements for the corporation and requires that the board establish an advisory committee with regional representation to advise the board and chief executive officer on matters relating to the promotion of British Columbia as a tourist destination.