BILL 38
Vestcor Act
WHEREAS C. Paul W. Smith, a barrister and solicitor residing and practising in the Province of New Brunswick prays that it be enacted as hereinafter set forth;
THEREFORE, Her Majesty, by and with the advice and consent of the Legislative Assembly of New Brunswick, enacts as follows
PART 1 – INTERPRETATION
Definitions
1 The following definitions apply in this Act.
“Board” means the board of directors of a Corporation.
(Conseil)
“Corporation” means any of Vestcor Corp., Vestcor Services or Vestcor Investments.
(Société)
“Member” means subject to subsection 7(6), NBTPP and PSSRP and any other persons who may be admitted as members of Vestcor Corp. pursuant to section 7. (Membre)
“Members Agreement” means an agreement entered into between Members pursuant to section 7 with respect to the management and governance of Vestcor Corp. (Entente entre membres)
“NBTPP” means the board of trustees of the New Brunswick Teachers’ Pension Plan.
(RRENB)
“PSSRP” means the board of trustees of the Public Service Shared Risk Plan.
(RRPSP)
“Service User” means a person who enters into an agreement with either Vestcor Services or Vestcor Investments for the provision of services by Vestcor Services or Vestcor Investments or both.
(Utilisateur de service)
“Transition Date” means October 1, 2016.
(Date de transition)
“Transition Period” means the period from the effective date of the creation of the Transitional Board to and including the day immediately before the Transition Date.
(Période de transition)
“Vestcor Corp.” means Vestcor Corp. incorporated under section 2.
(Société Vestcor)
“Vestcor Investments” means New Brunswick Investment Management Corporation as incorporated pursuant to the New Brunswick Investment Management Corporation Act, chapter N-6.01 of the Acts of New Brunswick, 1994, and continued as Vestcor Investment Management Corporation under section 64. (Placements Vestcor)
“Vestcor Services” means Vestcor Pension Services Corporation incorporated under section 33.
(Services Vestcor)
PART 2 – VESTCOR CORP.
Incorporation of Vestcor Corp.
2 Vestcor Corp. is established as a body corporate without share capital.
3 Vestcor Corp. has the capacity of a natural person and, subject to this Act, the rights, powers and privileges of a natural person.
Change of Name
4 The name of Vestcor Corp. may be changed at any time by a resolution of the Board of Vestcor Corp. made by the affirmative vote of the Members.
5 No alteration of the name of Vestcor Corp. affects any rights or obligations of Vestcor Corp. or renders defective any legal proceedings instituted or to be instituted by or against Vestcor Corp., and any legal proceedings may be continued or commenced against Vestcor Corp. under its new name that might have been continued or commenced against Vestcor Corp. under its former name.
Status
6(1) Vestcor Corp. is not an agent of the Crown.
6(2) No person shall be an officer, servant or agent of the Crown by virtue of his or her employment by Vestcor Corp.
Membership
7(1) Except as otherwise provided in this section, the Members of Vestcor Corp. shall be PSSRP and NBTPP.
7(2) Subject to subsection (4), Vestcor Corp. may by a resolution of the Board of Vestcor Corp. admit any other person as a Member of Vestcor Corp.
7(3) The Members of Vestcor Corp. may enter into agreements regarding their respective rights and obligations in respect of the ownership, management and governance of the Corporations.
7(4) No person other than a Service User may be a Member.
7(5) Subject to the by-laws of Vestcor Corp. and any Members Agreement, at all meetings of Members each Member shall be entitled to one vote.
7(6) A Member’s membership in Vestcor Corp. shall terminate and the Member shall cease to have any rights as a Member of Vestcor Corp. under this Act or otherwise upon:
(a) written resignation delivered to Vestcor Corp.; or
(b) ceasing to be a Service User.
Objects and purposes of Vestcor Corp.
8 The objects and purposes of Vestcor Corp. are:
(a) to provide, through one or more subsidiary corporations, pension and benefits administration, investment management and advisory services and related services to the Members and to any other person, pension fund, trust fund, endowment fund or similar fund; and
(b) to carry out such other activities or duties as may be authorized or required by the Board of Vestcor Corp.
Head Office and Chief Executive Office
9(1) The head office and chief executive office of Vestcor Corp. shall be situated at The City of Fredericton, New Brunswick.
9(2) The Board of Vestcor Corp. may by resolution change the location of the head office and chief executive office of Vestcor Corp. to any other place within the Province of New Brunswick.
Transitional Board
10 A transitional board jointly created by the NBTPP and the PSSRP is mandated to make determinations and direct necessary actions during the Transition Period in preparation for the Corporation to be operational on this Act coming into force.
11 Effective on this Act coming into force, the Transitional Board ceases to exist and all property and other rights of the Transitional Board are transferred to and vest in Vestcor Corp.
Board of Directors
12 The management and control of Vestcor Corp. is vested in the Board of Vestcor Corp., and the Board of Vestcor Corp. may, subject to this Act, the by-laws of Vestcor Corp. and any Members Agreement, exercise all of the powers of Vestcor Corp.
13 The Board of Vestcor Corp. shall administer the affairs of Vestcor Corp. on a commercial basis, and all decisions and actions of the Board are to be based on sound business practice.
14 Subject to subsection 7(6), the Board of Vestcor Corp. consists of not fewer than eight directors of whom, unless otherwise provided for in any Members Agreement:
(a) four are appointed by the NBTPP; and
(b) four are appointed by the PSSRP.
15 Vestcor Corp. may by a resolution of the Board of Vestcor Corp. increase the number of directors or reduce, but not below eight, the number of directors and, subject to any Members Agreement, any additional directors shall be elected by majority vote of the Members.
Term of Directors
16(1) Each director shall hold office for a term of up to three years and upon expiration of his or her term, a director is eligible to be reappointed or re-elected.
16(2) A director may be removed:
(a) in the case of a director appointed by a Member under section 14 or the provisions of any Members Agreement, by that Member; or
(b) in any other case, by majority vote of the Members.
16(3) Any director appointed by a Member pursuant to section 14 or the provisions of any Members Agreement shall cease to hold office upon the appointing Member ceasing to be a Member of Vestcor Corp.
16(4) Notwithstanding subsection (1) but subject to subsection (2), a director remains in office until the director resigns, is reappointed or replaced.
Remuneration
17 Directors may be remunerated as determined by the Board of Vestcor Corp.
18 Directors shall be reimbursed by Vestcor Corp. for all reasonable expenses incurred in the performance of their duties.
Co-chairs
19 The Board of Vestcor Corp. shall elect two directors as co-chairs.
20 The co-chairs shall alternate for 12-month periods as presiding co-chair, during each of which periods the presiding co-chair shall chair Board meetings and fulfil any other responsibilities of chair of the Board.
21 In the case of the absence or inability to act of the presiding co-chair or where the presiding co-chair ceases to sit as a member of the Board, the other co-chair shall preside in the place of the presiding co-chair during the period of any such absence, inability or vacancy.
22 The length of terms for co-chairs, any limitations relating to consecutive terms as a co-chair that may be served and any other restrictions or stipulations regarding the position of co-chair shall be as provided for in any Members Agreement or by by-law.
Quorum and Voting
23 Subject to any Members Agreement or the by-laws of Vestcor Corp., a majority of the members of the Board of Vestcor Corp. constitute a quorum at any meeting of the Board of Vestcor Corp.
24 Notwithstanding any vacancy in the membership of the Board of Vestcor Corp., a quorum of directors may exercise all the powers of the Board.
25 All decisions of Vestcor Corp. must be made by a resolution passed at a meeting of the Board of Vestcor Corp. by an affirmative vote of a majority of the directors present.
Officers
26 Subject to any Members Agreement and the by-laws of Vestcor Corp., the Board of Vestcor Corp. may designate the officers of Vestcor Corp., appoint persons as officers, specify their duties and delegate to them powers to manage the business of Vestcor Corp.
Fiscal Matters and Reporting
27(1) Subject to subsection (2), the fiscal year of Vestcor Corp. begins on January 1 in each year and ends on December 31 in the same year.
27(2) The Board of Vestcor Corp. may by resolution change the fiscal year end of Vestcor Corp.
28 Vestcor Corp. shall carry on business without profit or gain to its Members.
29(1) All costs, charges, expenses and liabilities incurred and payable in respect of the conduct of the business and affairs of Vestcor Corp. or otherwise contemplated under this Act to be paid by or on behalf of Vestcor Corp. shall be paid by Vestcor Corp.
29(2) Vestcor Corp. shall charge each Member, and each Member is liable for, its respective share of the amounts referred to in subsection (1).
29(3) Except for costs, charges, expenses or liabilities that relate to a particular Member which shall be allocated to such Member, Vestcor Corp. shall allocate the amounts referred to in subsection (1) among all Members equally.
30 Except as otherwise provided in this Act, the Members shall not as such be liable for any debts or obligations of Vestcor Corp.
31 The Board of Vestcor Corp. shall appoint an auditor who shall audit the accounts of Vestcor Corp.
32 Within six months of the end of its fiscal year, Vestcor Corp. shall provide an annual report to each of the Members.
PART 3 – VESTCOR PENSION SERVICES CORPORATION
Incorporation of Vestcor Pension Services Corporation
33 Vestcor Pension Services Corporation is established as a body corporate.
34 Vestcor Services is authorized to issue an unlimited number of shares of one class without par value.
35 Vestcor Services has the capacity of a natural person, and subject to this Act, the rights, powers and privileges of a natural person.
Change of Name
36 The name of Vestcor Services may be changed at any time by a resolution of the shareholder of Vestcor Services.
37 No alteration of the name of Vestcor Services affects any rights or obligations of Vestcor Services or renders defective any legal proceedings instituted or to be instituted by or against Vestcor Services, and any legal proceedings may be continued or commenced against Vestcor Services under its new name that might have been continued or commenced against Vestcor Services under its former name.
Shareholder
38(1) Subject to subsection (2), all of the issued shares of Vestcor Services shall be owned by Vestcor Corp.
38(2) No shares of Vestcor Services shall be sold or transferred without the consent of each of the Members.
Objects and purposes of Vestcor Services
39 The objects and purposes of Vestcor Services are:
(a) to provide pension and benefits administration and related services to the Members and to any other person or pension fund or similar fund; and
(b) to carry out such other activities or duties as may be authorized or required by the Board of Vestcor Services.
Head Office and Chief Executive Office
40(1) The head office and chief executive office of Vestcor Services shall be situated at The City of Fredericton, New Brunswick.
40(2) The Board of Vestcor Services may by resolution change the location of the head office and chief executive office of Vestcor Services to any other place within the Province of New Brunswick.
Board of Directors
41 The management and control of Vestcor Services is vested in the Board of Vestcor Services and the Board of Vestcor Services may, subject to this Act, the by-laws of Vestcor Services and any Members Agreement, exercise all of the powers of Vestcor Services.
42 A person who is a director of Vestcor Corp. is not eligible to hold office as a director of Vestcor Services.
43 The Board of Vestcor Services shall administer the affairs of Vestcor Services on a commercial basis and all decisions and actions of the Board are to be based on sound business practice.
44 The Board of Vestcor Services consists of such number of directors being not fewer than six appointed by Vestcor Corp.
Term of Directors
45(1) Each director shall hold office for a term of up to three years and may be reappointed at the discretion of Vestcor Corp.
45(2) A director of Vestcor Services may be removed by Vestcor Corp.
45(3) Notwithstanding subsection (1) but subject to subsection (2), a director remains in office until the director resigns, is reappointed or replaced.
Remuneration
46 Directors may be remunerated as determined by Vestcor Corp.
47 Directors of Vestcor Services shall be reimbursed by Vestcor Services for all reasonable expenses incurred in the performance of their duties.
Chair
48 The Board of Vestcor Services shall appoint from among the directors of Vestcor Services a person as Chair.
49 The length of the term of the Chair, any limitations relating to consecutive terms as a Chair that may be served and any other restrictions or stipulations regarding the position of Chair shall be determined by Vestcor Services in its by-laws.
Quorum and Voting
50 A majority of the members of the Board constitute a quorum at any meeting of the Board of Vestcor Services.
51 Notwithstanding any vacancy in the membership of the Board, a quorum of directors may exercise all the powers of the Board of Vestcor Services.
52 All decisions of Vestcor Services must be made by a resolution passed at a meeting of the Board of Vestcor Services by an affirmative vote of a majority of the directors present.
Chief Executive Officer
53 The Board of Vestcor Services shall appoint a person to be the President and Chief Executive Officer of Vestcor Services.
54 The Chief Executive Officer is responsible for the operation of Vestcor Services, including the appointment, removal, functions and duties of the other officers and employees of Vestcor Services.
55 The Chief Executive Officer shall implement the policies, priorities and procedures established by the Board of Vestcor Services and perform such additional duties as may be assigned by the Board of Vestcor Services from time to time.
Officers
56 Subject to any Members Agreement and the by-laws of Vestcor Services, the Board of Vestcor Services may designate the officers of Vestcor Services, appoint persons as officers, specify their duties and delegate to them powers to manage the business of Vestcor Services.
Fiscal Matters and Reporting
57(1) Subject to subsection (2), the fiscal year of Vestcor Services begins January 1 in each year and ends on December 31 in the same year.
57(2) The shareholder of Vestcor Services may by resolution change the fiscal year end of Vestcor Services.
58 Vestcor Services shall carry on business without profit or gain to its shareholder.
59(1) All costs, charges, expenses and liabilities incurred and payable in respect of the conduct of the business and affairs of Vestcor Services or otherwise contemplated under this Act to be paid by or on behalf of Vestcor Services shall be paid by Vestcor Services.
59(2) Vestcor Services shall charge each Service User, and each Service User is liable for, its respective share of the amounts referred to in subsection (1).
59(3) Vestcor Services shall allocate the amounts referred to in subsection (1) among the Service Users in such manner as reflects either the services provided to each Service User by Vestcor Services or the responsibility for a particular cost, charge, expense or liability incurred.
60 Except as otherwise provided in this Act, the shareholder shall not as such be liable for any debts or obligations of Vestcor Services.
61 Vestcor Corp. shall appoint an auditor who shall audit the accounts of Vestcor Services.
62 Within six months of the end of its fiscal year, Vestcor Services shall provide an annual report to Vestcor Corp.
63 Vestcor Services may from time to time enter into agreements with the Crown respecting the transfer of responsibility for the administration of benefits for the NBTPP, the PSSRP and other pension or employee benefits plans to Vestcor Services and for the continuing delivery of services by Vestcor Services.
PART 4 – VESTCOR INVESTMENT MANAGEMENT CORPORATION
64 On the Transition Date, New Brunswick Investment Management Corporation as incorporated under the New Brunswick Investment Management Corporation Act, chapter N-6.01 of the Acts of New Brunswick, 1994, is continued as a body corporate under this Act with share capital under the name “Vestcor Investment Management Corporation” and
(a) Vestcor Investments becomes a body corporate subject to this Act as if it has been incorporated under this Act;
(b) Vestcor Investments possesses all the property, rights, privileges and franchises and is subject to all the liabilities, including civil, criminal and administrative, and all contracts, disabilities and debts of New Brunswick Investment Management Corporation;
(c) a conviction against, or ruling, order or judgment in favour of or against New Brunswick Investment Management Corporation may be enforced by or against Vestcor Investments; and
(d) Vestcor Investments shall be deemed to be the party plaintiff or the party defendant, as the case may be, in any civil action commenced by or against New Brunswick Investment Management Corporation.
65 Vestcor Investments is authorized to issue an unlimited number of shares of one class without par value.
66(1) Vestcor Investments is not an agent of the Crown.
66(2) No person shall be an officer, servant or agent of the Crown by virtue of his or her employment by Vestcor Investments.
Change of Name
67 The name of Vestcor Investments may be changed at any time by a resolution of the shareholder of Vestcor Investments.
68 No alteration of the name of Vestcor Investments affects any rights or obligations of Vestcor Investments or renders defective any legal proceedings instituted or to be instituted by or against Vestcor Investments, and any legal proceedings may be continued or commenced against Vestcor Investments under its new name that might have been continued or commenced against Vestcor Investments under its former name.
Shareholder
69(1) Subject to subsection (2), all of the issued shares of Vestcor Investments shall be owned by Vestcor Corp.
69(2) No shares of Vestcor Investments shall be sold or transferred without the consent of each of the Members.
Objects and purposes of Vestcor Investments
70 The objects and purposes of Vestcor Investments are:
(a) to provide investment management and advisory services and other services in respect of the management and administration of investments to the Members and to any other person, pension, trust, endowment or similar fund; and
(b) to carry out such other activities or duties as may be authorized or required by the Board of Vestcor Investments.
Powers of Vestcor Investments
71(1) Vestcor Investments has the capacity of a natural person and, subject to this Act, the rights, powers and privileges of a natural person.
71(2) For furthering its objects and without limiting the generality of subsection (1), Vestcor Investments may:
(a) act as trustee of any pension fund, endowment trust fund, mutual fund, sinking fund or any other trust fund or other fund; and
(b) establish, manage or operate one or more corporations, trusts, partnerships or other entities as investment entities in which any funds for which Vestcor Investments provides investment management services may be combined in common for the purposes of investment.
Head Office and Chief Executive Office
72(1) The head office and chief executive office of Vestcor Investments shall be situated at The City of Fredericton, New Brunswick.
72(2) The Board of Vestcor Investments may by resolution change the location of the head office and chief executive office of Vestcor Investments to any other place within the Province of New Brunswick.
Board of Directors
73 The management and control of Vestcor Investments is vested in the Board of Vestcor Investments and the Board of Vestcor Investments may, subject to this Act, the by-laws of Vestcor Investments and any Members Agreement, exercise all of the powers of Vestcor Investments.
74 A person who is a director of Vestcor Corp. is not eligible to hold office as a director of Vestcor Investments.
75 The Board of Vestcor Investments shall administer the affairs of Vestcor Investments on a commercial basis, and all decisions and actions of the Board of Vestcor Investments are to be based on sound business practice.
76 The Board of Vestcor Investments consists of such number of directors being not fewer than six appointed by Vestcor Corp.
Term of Directors
77(1) Each director shall hold office for a term of up to three years and may be reappointed at the discretion of Vestcor Corp.
77(2) A director of Vestcor Investments may be removed by Vestcor Corp.
77(3) Notwithstanding subsection (1) but subject to subsection (2), a director remains in office until the director resigns, is reappointed or replaced.
Remuneration
78 Directors may be remunerated as determined by Vestcor Corp.
79 Directors of Vestcor Investments shall be reimbursed by Vestcor Investments for all reasonable expenses incurred in the performance of their duties.
Chair
80 The Board of Vestcor Investments shall appoint from among the directors of Vestcor Investments a person as Chair.
81 The length of the term of the Chair, any limitations relating to consecutive terms as a Chair that may be served and any other restrictions or stipulations regarding the position of Chair shall be determined by Vestcor Investments in its by-laws.
Quorum and Voting
82 A majority of the members of the Board constitute a quorum at any meeting of the Board of Vestcor Investments.
83 Notwithstanding any vacancy in the membership of the Board, a quorum of directors may exercise all the powers of the Board of Vestcor Investments.
84 All decisions of Vestcor Investments must be made by a resolution passed at a meeting of the Board of Vestcor Investments by an affirmative vote of a majority of the directors present.
Chief Executive Officer
85 The Board of Vestcor Investments shall appoint a person to be the President and Chief Executive Officer of Vestcor Investments.
86 The Chief Executive Officer is responsible for the operation of Vestcor Investments, including the appointment, removal, functions and duties of the other officers and employees of Vestcor Investments.
87 The Chief Executive Officer shall implement the policies, priorities and procedures established by the Board of Vestcor Investments and perform such additional duties as may be assigned by the Board of Vestcor Investments from time to time.
Officers
88 Subject to any Members Agreement and the by-laws of Vestcor Investments, the Board of Vestcor Investments may designate the officers of Vestcor Investments, appoint persons as officers, specify their duties and delegate to them powers to manage the business of Vestcor Investments.
Fiscal Matters and Reporting
89(1) Subject to subsection (2), the fiscal year of Vestcor Investments begins on January 1 in each year and ends on December 31 in the same year.
89(2) The shareholder of Vestcor Investments may by resolution change the fiscal year end of Vestcor Investments.
90 Vestcor Investments shall carry on business without profit or gain to its shareholder.
91(1) All costs, charges, expenses and liabilities incurred and payable in respect of the conduct of the business and affairs of Vestcor Investments or otherwise contemplated under this Act to be paid by or on behalf of Vestcor Investments shall be paid by Vestcor Investments.
91(2) Vestcor Investments shall charge each Service User, and each Service User is liable for, its respective share of the amounts referred to in subsection (1).
91(3) Vestcor Investments shall allocate the amounts referred to in subsection (1) among the Service Users in such manner as reflects either the services provided to each Service User by Vestcor Investments or the responsibility for a particular cost, charge, expense or liability incurred.
92 Except as otherwise provided in this Act, the shareholder shall not as such be liable for any debts or obligations of Vestcor Investments.
93 Vestcor Corp. shall appoint an auditor who shall audit the accounts of Vestcor Investments.
94 Within six months of the end of its fiscal year, Vestcor Investments shall provide an annual report to Vestcor Corp.
PART 5 – GENERAL
Indemnification
95(1) A Corporation shall indemnify each employee, director and officer of the Corporation, a former employee, director or officer of the Corporation or a person who acts or acted as agent at the Corporation’s request, and the employee’s, director’s, officer’s or agent’s heirs and legal representatives, against all costs, charges and expenses actually and reasonably incurred by that person, including an amount paid to settle an action or satisfy a judgment in a civil, criminal or administrative action or proceeding to which the person is made a party because of being or having been an employee, director, officer or agent, if the person acted in good faith with a view to the best interests of the Corporation and had reasonable grounds for believing that his or her conduct was lawful.
95(2) A Corporation may, on such terms and conditions as the Corporation considers fit, advance to any person referred to in subsection (1) an amount to pay any costs or expenses incurred by that person in defending any civil, criminal or administrative action or proceeding to which the person has been made a party because of being or having been an employee, director, officer or agent of the Corporation, but such person shall repay all such amounts advanced in the event that a court finds that the person was not entitled to indemnification under this section.
95(3) A Corporation may purchase and maintain insurance for the benefit of any person referred to in subsection (1) against any liability incurred by the person in the person’s capacity referred to in subsection (1).
Conflict of interest
96 No director, officer or employee of a Corporation shall knowingly permit his or her other interests to conflict with his or her powers, duties and responsibilities in respect of the Corporation or any pension plan, account or arrangement for which the Corporation has administrative responsibility.
97 A Corporation shall make by-laws establishing the policy of the Corporation in respect of situations considered by the Corporation to constitute a conflict of interest or a potential conflict of interest pertaining to directors, officers and employees of the Corporation including, without limiting the generality of the foregoing, the circumstances that constitute a conflict of interest or potential conflict of interest, the disclosure of the conflict of interest or potential conflict of interest and the manner in which it is to be dealt with.
98 Entitlement to a pension or other benefit under any pension plan, account or arrangement for which the Corporation has administrative responsibility does not create a conflict of interest.
Meetings
99 Meetings of the directors, shareholders or Members of a Corporation may be held, and any director, shareholder or Member may participate in a meeting, by means of telephone or such other communications facilities that permit all persons participating in the meeting to speak to and hear each other and a director, shareholder or Members participating in a meeting by such means is deemed to be present at the meeting and is counted in determining whether a quorum is present.
100 A resolution in writing signed by all of the directors, shareholders or Members entitled to vote on that resolution at a meeting is as valid as if it had been passed at a meeting of directors, shareholders of Members, as applicable, duly called, constituted and held.
By-Laws
101 The Board of a Corporation may pass by-laws and resolutions regulating its proceedings and for the conduct and management of its affairs.
102(1) A Corporation may make by-laws not inconsistent with this Act as it considers necessary for the effective attainment of its objects and the exercise of its powers and for the internal control, management and administration of the Corporation including, without limiting the generality of the foregoing, pertaining to:
(a) the procedure for calling meetings of the Board;
(b) the process for appointment and removal of officers, and for determining the functions of the officers;
(c) the creation of committees;
(d) the delegation to officers and committees of such powers and duties as the Board deems necessary;
(e) the procedure to be followed at meetings of the Board and the committees;
(f) the procedure to adopt and amend by-laws.
102(2) The by-laws are effective when approved by a resolution passed by a majority of the directors, or such higher proportion of directors as is determined by a by-law made by the Board.
103 In the event of a conflict, a Members Agreement overrides the by-laws of a Corporation.
Amalgamation of Vestcor Investments and Vestcor Services
104(1) Vestcor Investments and Vestcor Services may, by the unanimous resolution of each of the Members of Vestcor Corp., enter into an agreement by which each of Vestcor Investments and Vestcor Services shall amalgamate.
104(2) The agreement shall set out the terms and means of effecting the amalgamation and the name of the amalgamated corporation and, upon the effective date of the amalgamation as set out in the agreement:
(a) the amalgamation becomes effective and the amalgamating corporations are amalgamated and continue as one corporation under the terms and conditions prescribed in the amalgamation agreement;
(b) the amalgamated corporation possesses all the property, rights, privileges and franchises and is subject to all liabilities, including civil, criminal and administrative, all contracts, disabilities and debts of each of the amalgamating corporations;
(c) a conviction against, or ruling, order or judgment in favour of or against an amalgamating corporation may be enforced by or against the amalgamated corporation; and
(d) the amalgamated corporation shall be deemed to be the party plaintiff or the party defendant, as the case may be, in any civil action commenced by or against an amalgamating corporation before the amalgamation becomes effective.
PART 6 – TRANSITION
105 Effective the Transition Date, the president of New Brunswick Investment Management Corporation shall be offered the position of president by Vestcor Investments on terms and conditions that are substantially the same or equal to those under which the president served New Brunswick Investment Management Corporation immediately prior to the Transition Date and upon acceptance, Vestcor Investments shall be bound by the terms of any contract of service in effect between New Brunswick Investment Management Corporation and the President immediately prior to the Transition Date.
106 In this section, “designated person” means a person who is employed with the Pension and Employee Benefits Division of the Department of Human Resources of the Government of New Brunswick and who is responsible for the administration of benefits, immediately before the Transition Date.
107 Effective the Transition Date, every designated person shall be offered employment by Vestcor Services on terms and conditions of employment that are substantially the same or equal to those under which such designated person was employed as an employee of the Crown immediately before the Transition Date, including all employee benefits and entitlements, provided that the same are otherwise available, until changed by collective agreement or contract of employment.
108 A designated person who accepts an offer of employment made by Vestcor Services under section 107 shall be deemed not to have been dismissed, constructively dismissed or laid-off.
109 Vestcor Services shall be bound by any collective agreement concluded pursuant to the Public Service Labour Relations Act, chapter P-25 of the Revised Statutes, 1973, prior to the Transition Date in relation to each designated person in a bargaining unit position who accepts an offer of employment made by Vestcor Services, as if it were a party to the collective agreement as the employer and as if the collective agreement were concluded pursuant to the Industrial Relations Act by a bargaining agent certified pursuant to the Industrial Relations Act, chapter I-4 of the Revised Statutes, 1973.