BILL 2 – 2003
MUSEUM ACT

Contents

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

Definitions

1 In this Act:

"archives of the government" means the archival records transferred from government to the corporation under section 26 of this Act, under the Document Disposal Act or under another enactment;

"board" means the board of directors of the corporation;

"chief executive officer" means the person appointed under section 11 (1);

"collection" means the specimens, artifacts, archival material and associated records kept by the corporation;

"corporation" means the Royal British Columbia Museum established under section 2;

"director" means a member of the board;

"senior officer" means the chief executive officer and any officer of the corporation who performs a policy-making function in respect of the corporation and has the capacity to influence the direction of the corporation.

 
Part 1 -- Establishment, Purposes and Powers of the Corporation

Museum established as corporation

2 (1) The Royal British Columbia Museum is established as a corporation consisting of a board of directors appointed under section 6.

(2) The head office of the corporation is to be in the City of Victoria.

Agent of the government

3 (1) The corporation is for all purposes 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 the corporation

4 The purposes of the corporation are the following:

(a) to secure, receive and preserve specimens, artifacts and achival and other materials that illustrate the natural or human history of British Columbia;

(b) to hold and manage the archives of the government;

(c) to increase and communicate knowledge of the natural and human history of British Columbia by research, exhibits, publications and other means;

(d) to serve as an educational organization;

(e) to develop exhibits that are of interest to the public;

(f) to manage, conserve and provide access to the collection;

(g) on the request of the government, to manage cultural and heritage facilities designated by the government;

(h) to perform functions usually performed by a museum and archives.

Capacity and powers

5 (1) Subject to this Act and the regulations, the corporation has the power and capacity of an individual of full capacity.

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

(a) subject to paragraph (b), acquire, hold and dispose of property;

(b) dispose of objects in the collection

(i) after considering the cultural significance of the objects and public interest in retaining the objects in the collection, and

(ii) in accordance with ethical and other standards adopted by the corporation from time to time;

(c) subject to the prior approval of the Lieutenant Governor in Council, borrow money;

(d) encourage, facilitate and carry out programs and activities, including fundraising activities, that will directly or indirectly increase the financial support of, or confer a benefit on, the corporation;

(e) receive, manage and invest funds and property of every nature and kind from any source for the establishment, operation and maintenance of the corporation and to further the purposes of the corporation;

(f) operate commercial enterprises;

(g) with the prior approval of the Lieutenant Governor in Council, incorporate subsidiary corporations.

(3) Without limiting subsection (1), the corporation may impose fees for use of the corporation's facilities and services.

(4) The corporation must not mortgage, place a charge or lien against or otherwise encumber the collection or any part of the collection.

(5) A mortgage, charge, lien or other encumbrance made in contravention of subsection (4) is void.

(6) With the prior approval of the Lieutenant Governor in Council, the corporation may in any year pay to a municipality in which it has property a grant not greater than the amount that would be payable as taxes on the property in that year if the property were not exempt from taxation by the municipality.

(7) On the request of the government, the corporation must transfer all of its legal interest in and possession of an artifact in the collection to an aboriginal people if

(a) a treaty or other agreement with the government provides that the artifact is to be transferred to the aboriginal people, and

(b) the terms and conditions, if any, specified by the government for the transfer of the artifact have been met.

(8) The corporation

(a) only with the prior consent of the government, may dispose of or destroy any record that is part of the archives of the government, and

(b) on request, must provide the government with access to a record in the archives of the government within a reasonable time.

 
Part 2 -- Governance of the Corporation

Board of directors

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

(2) The board consists of 11 members appointed by the Lieutenant Governor in Council.

(3) After a prescribed date, the board must consist of

(a) 6 directors appointed by the Lieutenant Governor in Council, after consultation with the chair of the board, and

(b) 5 directors appointed by the Lieutenant Governor in Council from among persons nominated by the board.

(4) After the prescribed date referred to in subsection (3), a person may be appointed to the board only if the person has the skills, knowledge and experience required to be a director, as established by regulation of the Lieutenant Governor in Council.

(5) The board must elect a chair and a vice chair from among the directors at the first meeting of the fiscal year of the corporation.

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

(7) In the absence of the chair and the vice chair, the directors who are present must designate one of those present to preside.

Term of office and reappointment

7 (1) The Lieutenant Governor in Council may appoint a person as a director for a term of up to 3 years.

(2) A person may be appointed as a director for more than one term.

Remuneration and expenses

8 (1) Directors who are not members of the Legislative Assembly or the public service may be paid remuneration at rates set by the Lieutenant Governor in Council.

(2) Directors may be paid an allowance for reasonable travelling and incidental expenses necessarily incurred in carrying out the business of the board.

Meetings and quorum

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

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

(3) 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.

(4) 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 by telephone, by other communications medium or in person, are able to communicate with each other.

(5) A director who participates in a meeting in a manner contemplated by subsection (4) (b) is deemed to be present at the meeting.

Powers of the board

10 (1) The board must manage the affairs of the corporation or supervise the management of those affairs and may

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

(b) exercise the powers of the corporation on behalf of the corporation.

(2) 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 the exercise of the powers and duties of the board.

(3) Without limiting subsection (2), the board may pass resolutions or bylaws respecting the calling and holding of meetings of the directors and the procedures to be followed at the meetings.

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

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

Chief executive officer

11 (1) The board must appoint a person as the chief executive officer of the corporation.

(2) The board, in accordance with government policy, may determine the remuneration of the chief executive officer of the corporation.

(3) The chief executive officer is responsible for general supervision, and direction of the operations, of the corporation and its staff and must carry out those functions and perform those duties that are specified in the resolutions of the board.

(4) A copy of a record held in the archives managed by the corporation that is certified under the chief executive officer's signature as a true copy

(a) is admissible in evidence without proof of the official character of the person appearing to have signed the copy, and

(b) has, in the absence of evidence to the contrary, the same evidentiary value as the original would have if it were proved in the ordinary way.

Officers and employees

12 (1) Subject to subsection (2), 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 Act and the Public Service Labour Relations Act apply to the corporation and the officers and employees of the corporation except that the references to "deputy minister" in section 22 of the Public Service Act must be read as references to the chief executive officer.

(3) The Lieutenant Governor in Council may make orders to transfer one or more employees of the government to the corporation, and the orders must

(a) identify by name each employee of the government who is to be transferred to the corporation,

(b) specify the transfer date for each employee, and

(c) establish conditions for the transfer that the Lieutenant Governor in Council considers advisable to preserve the rights and benefits of each employee.

(4) On the transfer date specified by an order under subsection (3), an employee named in the order ceases to be an employee of the government and becomes, subject to the conditions established under subsection (3) (c),

(a) an employee of the corporation as if he or she were appointed under subsection (1) of this section, or

(b) in the case of the person named as chief executive officer, the chief executive officer as if he or she were appointed under section 11 (1).

Benefits

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

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

 
Part 3 -- Financial Administration

Financial administration

14 (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 its revenues and expenditures for the period or to the date that minister designates.

(2) All books or records of account, documents and other financial records must at all times be open for inspection by the minister responsible for the administration of this Act or a person designated by the minister responsible for the administration of this Act.

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

(4) 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.

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

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

Corporation revenue

15 Money received by the corporation from any source may be retained by it to be used and dealt with for its purposes.

Investment powers

16 Subject to the approval of the Minister of Finance, the corporation may invest or loan money of the corporation not otherwise required for the purposes of the corporation in those investments or loans authorized by the Lieutenant Governor in Council.

Part 4 -- Conflict of Interest

Disclosure of interest

17 (1) Every director or senior officer of the corporation who in any way, directly or indirectly, is interested in a proposed contract or transaction with the corporation must disclose the fact and the nature and extent of that interest at a meeting of the directors.

(2) The disclosure required by subsection (1) must be made

(a) at the meeting at which a proposed contract or transaction is first considered,

(b) if the director or senior officer was not, at the time of the meeting referred to in paragraph (a), interested in a proposed contract or transaction, at the first meeting after he or she becomes interested, or

(c) at the first meeting after the relevant facts come to the knowledge of the director or senior officer.

(3) For the purposes of this section, a general notice in writing given by a director or senior officer of the corporation to the directors of the corporation to the effect that

(a) he or she is a member, director or officer of a specified corporate body or is a partner in, or owner of, a specified firm, and

(b) he or she has an interest in the specified corporate body or firm,

is a sufficient disclosure of interest to comply with this section.

(4) A director or senior officer of the corporation is not deemed to be interested or to have been interested at any time in a proposed contract or transaction solely as a result of any of the following circumstances:

(a) a proposed contract or transaction relates to a loan to the corporation, and he or she or a specified corporate body or specified firm in which he or she has an interest has guaranteed or joined in guaranteeing the repayment of the loan or any part of the loan;

(b) a proposed contract or transaction has been or will be made with or for the benefit of a corporate body affiliated to the corporation, and he or she is a director or officer of that corporate body;

(c) a proposed contract or transaction relates to an indemnity of the type described in section 128 of the Company Act, or to insurance of the type described in that section;

(d) a proposed contract or transaction relates to the remuneration of a director or senior officer in his or her capacity as a director or senior officer.

(5) For the purposes of subsection (4), in determining whether a corporate body is affiliated with the corporation, the definition of "affiliate" in section 1 (1) of the Company Act applies and section 1 (2) to (7) of that Act applies.

Accounting for profit

18 (1) Every director or senior officer referred to in section 17 (1) must account to the corporation for any profit made as a consequence of the corporation entering into or performing the proposed contract or transaction

(a) unless

(i) he or she discloses his or her interest as required by section 17,

(ii) after his or her disclosure the proposed contract or transaction is approved by the directors, and

(iii) if a director, he or she abstains from voting on the approval of the proposed contract or transaction, or

(b) unless

(i) the contract or transaction was reasonable and fair to the corporation at the time it was entered into,

(ii) after disclosure of the nature and extent of his or her interest the contract or transaction is approved by resolution of the corporation, and

(iii) if a director, he or she abstains from voting on the approval of the proposed contract or transaction.

(2) A director referred to in section 17 (1) must not be counted in the quorum at a meeting of the directors at which the proposed contract or transaction is approved.

Validity

19 If a director or senior officer is in any way, directly or indirectly, interested in a contract or transaction, or a proposed contract or transaction, with the corporation, that interest does not invalidate the contract or transaction, but, if the matters referred to in section 18 (1) (a) or (b) have not occurred, the Supreme Court, on the application of the government, of the corporation or of any interested person, may

(a) enjoin the corporation from entering into the proposed contract or transaction,

(b) set aside the contract or transaction, if in existence, or

(c) make any other order that the Supreme Court considers appropriate.

Disclosure of conflict of office or property

20 (1) Every director or senior officer of the corporation who holds any office, or possesses any property, which, directly or indirectly, might create a duty or interest in conflict with his or her duty or interest as a director or senior officer of the corporation, must disclose the fact and the nature and extent of the conflict at a meeting of the directors of the corporation.

(2) The disclosure must be made by a director or senior officer referred to in subsection (1) at the first meeting of the directors held

(a) after he or she becomes a director or a senior officer, or

(b) if he or she is already a director or a senior officer, after he or she takes office or acquires the property.

 
Part 5 -- General

Application of company legislation

21 (1) Subject to subsection (2), the Company Act and the Company Clauses Act do not apply to the corporation.

(2) The Lieutenant Governor in Council may, by order, declare that certain provisions of the Company Act apply to the corporation.

Application of the Document Disposal Act

22 The Document Disposal Act applies to the corporation.

Refusal of gifts and variation of trusts

23 (1) The corporation must refuse a gift, devise, bequest or trust that the board considers would not further the purposes of the corporation.

(2) If, in the opinion of the board, the directions, terms or trusts imposed by a donor, settlor, transferor or testator are no longer in the best interests of the corporation, the board may apply to a judge of the Supreme Court for an order authorizing a variation of the directions, terms or trusts that the court, having in mind the intent of the donor, settlor, transferor or testator, considers will best further both that intent and the best interests of the corporation.

(3) Sections 86 and 87 of the Trustee Act apply to the application referred to in subsection (2) of this section.

Offence

24 Section 5 of the Offence Act does not apply to this Act.

Power to make regulations

25 The Lieutenant Governor in Council may make regulations referred to in section 41 of the Interpretation Act.

 
Part 6 -- Transitional and Consequential Provisions

Transfer of assets, rights and responsibilities to the corporation

26 (1) In this section, "Provincial Museum" means the Provincial Museum referred to in the Museum Act, R.S.B.C. 1996, c. 326.

(2) Subject to subsection (3) and the Nisga'a Final Agreement Act, on the coming into force of this section,

(a) all of the rights, property and assets, and

(b) all of the debts, liabilities and obligations

of the government held in relation to the Provincial Museum, Helmcken House, located at 10 Elliot Square in the City of Victoria, and the archival records designated by the government are transferred to and vested in the corporation.

(3) Subsection (2) does not apply to real property or to any debts, liabilities and obligations related to the real property.

(4) The transfer under subsection (2) is effective despite any lack of fulfillment of a provision in an agreement or instrument requiring consent, leave or approval to or of the transfer or assignment of the right, property, asset, debt, liability or obligation, and the lack of compliance does not constitute a breach or default of the agreement or instrument.

(5) The corporation may enter into agreements with the government or an agent of the government for the purpose of facilitating the transition from the government to the corporation, including, without limitation, agreements respecting

(a) the provision of insurance concerning the property and liability of the corporation, including the provision of insurance by the government with respect to the collection, and

(b) the use of the real property of the government by the corporation for the purposes of the corporation.

(6) A gift by way of inter vivos or testamentary act to the government does not fail by reason of the transfer of that gift under this section.

 
Consequential Amendments and Repeal

 
Document Disposal Act

27 Section 1 of the Document Disposal Act, R.S.B.C. 1996, c. 99, is amended by adding the following definitions:

"archives" means the archives of the government that are held by the museum;

"museum" means the Royal British Columbia Museum established as a corporation under the Museum Act; .

28 Section 3 (1) is amended by striking out "the Provincial Archivist," and substituting "the chief executive officer of the museum or a person designated by the chief executive officer, a person designated by the minister responsible for the administration of this Act,".

29 Sections 4 and 5 are repealed and the following substituted:

Municipality may deposit documents in archives

4 With the consent of the chief executive officer of the museum, a municipality, village municipality, school board or francophone education authority as defined in the School Act may deposit any of its noncurrent documents with the museum for preservation in the archives.

 
Election Act

30 Section 275 (5) and (6) of the Election Act, R.S.B.C. 1996, c. 106, is repealed and the following substituted:

(5) The minister may require that records under the control of the chief electoral officer, other than records required by this Act to be destroyed, be given into the custody of the archives of the government after the end of the applicable retention period under this Act.

(6) For the purposes of subsection (5), the chief electoral officer must give notice to the minister before the end of each retention period.

(6.1) For the purposes of subsections (5) and (6), "minister" means the minister responsible for the administration of the Document Disposal Act.

 
Financial Information Act

31 Schedule 2 of the Financial Information Act, R.S.B.C. 1996, c. 140, is amended by adding the following:

Royal British Columbia Museum .

 
Freedom of Information and Protection of Privacy Act

32 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:

 
Ministry of Provincial Secretary and Government Services Act

33 Section 2 (4) and (7) of the Ministry of Provincial Secretary and Government Services Act, R.S.B.C. 1996, c. 309, is amended by striking out "and archives".

34 Section 3 (2) is amended by striking out "archives,".

 
Recall and Initiative Act

35 Section 168 (7) of the Recall and Initiative Act, R.S.B.C. 1996, c. 398, is repealed and the following substituted:

(7) The minister may require that records under the control of the chief electoral officer be given into the custody of the archives of the government after the end of the applicable retention period under this Act and, for these purposes, the chief electoral officer must give notice to the minister before the end of each such period.

(7.1) For the purposes of subsection (7), "minister" means the minister who is responsible for the administration of the Document Disposal Act.

Repeal

36 The Museum Act, R.S.B.C. 1996, c. 326, is repealed.

Commencement

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