BILL 17

Cannabis Management Corporation Act

Her Majesty, by and with the advice and consent of the Legislative Assembly of New Brunswick, enacts as follows:

Purpose

1 The purposes of this Act are:

(a)  to establish the necessary framework for socially responsible management of the distribution and sale of recreational use cannabis; and

(b)  to facilitate and promote the responsible consumption of recreational use cannabis in the Province.

Definitions

2 The following definitions apply in this Act.

“Board” means the board of directors of the Cannabis Management Corporation. (conseil)

“cannabis” means cannabis as defined in the Cannabis Act (Canada) and licit cannabis products and derivatives. (cannabis)

“cannabis accessory” means a cannabis accessory as defined in the Cannabis Act (Canada). (accessoire)

“Corporation” means the body corporate established under section 3. (Société)

“distribute” includes administering, giving, transferring, transporting, sending, delivering, providing or otherwise making available in any manner, whether directly or indirectly, and offering to distribute. (distribuer)

“Minister” means the Minister of Finance and includes any person designated by the Minister to act on the Minister’s behalf. (ministre)

“recreational use cannabis” means cannabis that is not used for medical purposes. (cannabis à des fins récréatives)

“sell” includes offer for sale, expose for sale and have in possession for sale. (vente)

“service agreement” means an agreement that authorizes a service provider to undertake, implement, organize, conduct and manage the purchase, distribution and sale of recreational use cannabis in accordance with the terms of the agreement. (convention de services)

“service provider” means a person that has entered into a service agreement with the Corporation. (fournisseur de services)

CANNABIS MANAGEMENT CORPORATION

Cannabis Management Corporation

3( 1) There is established a body corporate, without share capital, to be known as the Cannabis Management Corporation consisting of those persons who compose the Board.

3( 2) The Business Corporations Act does not apply to the Corporation.

3( 3) Subject to paragraph 8(f), the Corporation may contract in its corporate name without specific reference to the Crown.

3( 4) Property acquired by the Corporation is the property of the Crown in right of the Province and title to the property may be vested in the name of the Crown or in the name of the Corporation.

Head office

4 The head office of the Corporation is at The City of Fredericton or another place in the Province as it may determine.

Agent of the Crown

5 The Corporation is a Crown corporation and for all purposes of this Act is an agent of the Crown in right of the Province and the powers of the Corporation may be exercised only as an agent of the Crown.

Application of Companies Act

6 The provisions of the Companies Act apply to the Corporation so far as they are not inconsistent with the provisions of this Act.

Objects

7 The objects of the Corporation with respect to recreational use cannabis are

(a)  to undertake, implement, organize, conduct and manage the purchase, distribution and sale of recreational use cannabis on behalf of the government of the Province,

(b)  to undertake, implement, organize, conduct and manage the purchase, distribution and sale of recreational use cannabis on behalf of the government of the Province and the government of any other province or territory of Canada,

(c)  to ensure that the purchase, distribution and sale of recreational use cannabis are conducted and managed in secure, responsible retail outlets in accordance with the Criminal Code (Canada), the Cannabis Act (Canada), this Act and the regulations, and the Cannabis Control Act,

(d)  to promote the responsible consumption of recreational use cannabis in the Province, and

(e)  to take any other measures in relation to the purchase, distribution and sale of recreational use cannabis that the Lieutenant-Governor in Council may require.

Powers and duties

8 Subject to this Act and the regulations, the Corporation has, in respect of its objects, the capacity, rights, powers and privileges of a natural person and, without limitation, may

(a)  receive, acquire, take, hold, mortgage, sell, convey or otherwise dispose of or deal with real and personal property and any interest in real and personal property,

(b)  exercise any power given to the Corporation under any act or regulation,

(c)  undertake, implement, organize, conduct and manage the purchase, distribution and sale of recreational use cannabis products and derivatives as prescribed by regulation in the Province on behalf of the government of the Province,

(d)  on the terms and conditions that the Board determines, enter into a service agreement of which the contents shall be prescribed by regulation to have a person become a provider of services related to recreational use cannabis for the fees or commissions fixed by regulation,

(e)  implement an end-to-end tracking system for cannabis established by regulation,

(f)  with the approval of the Lieutenant-Governor in Council

( i) undertake, implement, organize, conduct and manage the purchase, distribution and sale of recreational use cannabis on behalf of the government of the Province together with the government of any other province or territory of Canada pursuant to an agreement,

( ii) enter into an agreement with the government of another province or territory of Canada or any of its agencies to undertake, implement, organize, conduct and manage the purchase, distribution and sale of recreational use cannabis on behalf of that government or agency,

( iii) enter into and carry out an agreement with a government of another province or territory of Canada, or an agency of that government, to incorporate a body corporate charged with undertaking, implementing, organizing, conducting and managing the purchase, distribution and sale of recreational use cannabis on behalf of the parties to the agreement, and

(g)  do any other things that are required or authorized by this Act or the regulations or that the Corporation considers necessary or incidental to the attainment of its objects.

Agreement designating agent

9 If a body corporate is formed pursuant to an agreement made under subparagraph 8(f)(iii), the Corporation may, with the approval of the Lieutenant-Governor in Council,

(a)  enter into an agreement with the body corporate by which the body corporate becomes an agent of the Crown in right of the Province and of the other governments or agencies that are parties to the agreement referred to in sub-paragraph 8(f)(iii) and designate it as such for the purpose of discharging its duties,

(b)  enter into an agreement with the other governments or agencies that are parties to the agreement referred to in sub-paragraph 8(f)(iii) to designate that body corporate as an agent of the Crown in right of the Province and of the other governments or agencies for that purpose.

Policy on responsible consumption

10( 1) The Corporation shall establish and implement a policy on the responsible consumption of cannabis which shall include initiatives relating to public education with respect to responsible consumption.

10( 2) Before establishing and implementing a policy on responsible consumption, the Corporation shall submit the policy to the Lieutenant-Governor in Council for approval, and shall not make any changes to the policy without the prior approval of the Lieutenant-Governor in Council.

10( 3) A service provider shall comply with the policy on responsible consumption established by the Corporation and approved by the Lieutenant-Governor in Council.

BOARD OF DIRECTORS

Role of Board

11 The Board shall administer the business and affairs of the Corporation, and all decisions and actions of the Board are to be based generally on sound business practices.

Composition of Board

12( 1) The Board shall consist of the following voting members:

(a)  the Deputy Minister of Finance;

(b)  the Deputy Minister of Health;

(c)  the Deputy Minister of Justice and Public Safety; and

(d)  no more than four senior civil servants, one of whom shall be responsible for economic development.

12( 2) A member of the Board referred to in paragraph (1)(d) shall be appointed by the Minister.

12( 3) The members of the Board are the directors of the Corporation within the meaning of the Companies Act except if inconsistent with this Act.

Chair and Vice-Chair

13 The Deputy Minister of Finance shall be the Chair of the Board and the Deputy Minister of Health shall be the Vice-Chair of the Board.

Delegation of powers

14( 1) For the purposes of this Act, the Chair may delegate, in writing, to another member of the Board any power of the Chair under this Act or any other Act, except the power of delegation.

14( 2) In a delegation under subsection (1), the Chair may impose on the delegate terms and conditions that the Chair considers appropriate.

14( 3) A delegate to whom this section applies shall comply with the terms and conditions in the delegation.

Vacancy and quorum

15( 1) A vacancy on the Board does not impair the capacity of the Board to act.

15( 2) Four members of the Board, one of whom shall be the Chair or the Vice-Chair, constitute a quorum.

FINANCIAL MATTERS

Operating expenses

16 The cost of operating the Corporation shall be paid out of the revenues of the Corporation.

Fiscal year

17 The fiscal year of the Corporation begins on April 1 in one year and ends on March 31 in the next year.

Budget

18 The Corporation shall, before December 31 in each year, prepare and submit a proposed budget to the Minister for the next fiscal year.

Advancement of money

19 On the request of the Corporation, the Minister may pay or advance to the Corporation from time to time the amounts necessary for the attainment of its objects.

Profits of Corporation

20 Subject to this Act and the regulations, the profits of the Corporation shall be paid into the Consolidated Fund at the time and in the manner prescribed by regulation.

Payment to fund

21 Each year the Corporation shall, from its revenues, pay to the fund created under the Cannabis Education and Awareness Fund Act an amount prescribed by regulation.

Audit

22 The financial statements of the Corporation shall be audited at least once a year by an auditor appointed by the Board, and may be audited by the Auditor General at any time on his or her initiative or at the request of the Lieutenant-Governor in Council.

Books of account

23 The Corporation shall keep books of account as required by the Minister.

Information available to Auditor General

24 A body corporate incorporated pursuant to an agreement made under subparagraph 8(f)(iii) shall make its auditor’s report and the working papers used in the preparation of the report available to the Auditor General.

Reporting

25( 1) The Corporation shall submit to the Minister an annual report on the business and affairs of the Corporation for the previous fiscal year at the time and in the manner determined by the Minister.

25( 2) The annual report shall contain the auditor’s report in a form acceptable to the Minister and provide the particulars that the Minister requires.

25( 3) The Minister shall lay the annual report before the Legislative Assembly if it is in session or, if not, at the next ensuing session.

25( 4) At the request of the Minister, the Corporation shall provide to the Minister any information in respect of the business and affairs of the Corporation.

COLLECTION, USE AND DISCLOSURE OF INFORMATION

Agreement re disclosure of information

26( 1) The Corporation shall enter into a written agreement with a service provider containing provisions with respect to the collection, use and disclosure of information, including personal information, that relates directly to and is necessary for the provision of the service.

26( 2) An agreement entered into under subsection (1) shall

(a)  provide for the protection of personal information against risks, including unauthorized access, use, disclosure or destruction, and

(b)  contain any terms, conditions, prohibitions, restrictions or requirements prescribed by regulation relating to the access, use, disclosure or destruction of personal information.

26( 3) Subject to section 28, a service provider shall not disclose any information, including personal information, disclosed to, collected by or used by the service provider under this Act unless in accordance with an agreement under subsection (1).

26( 4) An agreement entered into under subsection (1) shall be deemed to be the written agreement for the protection of personal information between a public body and a service provider as required under the Right to Information and Protection of Privacy Act.

Disclosure of information to Corporation and collection and use by Corporation

27( 1) Subject to any provision in another Act, other than the Right to Information and Protection of Privacy Act, that prohibits or limits the disclosure of information, the government of another province or territory of Canada or any of its agencies that has entered into an agreement with the Corporation under subparagraphs 8(f)(i) and (ii) shall disclose to the Corporation information, including personal information, that the government has collected that relates directly to the purpose of the agreement.

27( 2) To ensure the provision of services and the implementation of an agreement entered into with the government of another province or territory of Canada or any of its agencies, the Corporation may collect directly or indirectly, from any person or government or its agency, information, including personal information, that relates directly to the purpose of the agreement between the Corporation and the other party to the agreement.

27( 3) The Corporation shall not use or disclose information, including personal information, disclosed under subsection (1) or collected under subsection (2) for a purpose other than that which relates directly to the purpose of the agreement between the Corporation and the other party to the agreement.

27( 4) The Corporation is authorized to disclose to a person, government or its agency information, including personal information, that relates directly to the purpose of the agreement between the Corporation and the other party to the agreement and is necessary for that purpose.

Disclosure of information to Minister of Health

28( 1) Despite the applicable provisions of the Right to Information and Protection of Privacy Act, a service provider may, with the approval of the Corporation, disclose to the Minister of Health personal information, including information concerning the purchase and sale of cannabis.

28( 2) The Minister of Health may collect, use and disclose information communicated to him or her by a service provider for the following purposes:

(a)  to conduct research and ensure public health surveillance;

(b)  to develop relevant policy; and

(c)  to share any de-identified data that the Minister considers necessary.

GENERAL PROVISIONS

By-laws

29( 1) Subject to subsection (2), the Board may make by-laws for the control and management of the business and affairs of the Corporation.

29( 2) The Board shall make by-laws establishing the policy of the Corporation in respect of situations considered by the Corporation to constitute an actual or potential conflict of interest pertaining to its members, including the circumstances that constitute an actual or potential conflict of interest, the disclosure of the actual or potential conflict of interest and the manner in which it is to be dealt with.

29( 3) By-laws made under subsections (1) and (2) are ineffective until they have been approved by the Lieutenant-Governor in Council.

Regulations Act does not apply

30 The Regulations Act does not apply to a by-law made by the Board under this Act.

Filing of by-laws

31 The Board shall file a by-law made under this Act with the Minister as soon as the circumstances permit after it is made.

Immunity

32 No action, application or other proceeding lies or shall be instituted against any of the following persons in relation to anything done or purported to be done in good faith, or in relation to anything omitted in good faith, under this Act by the person:

(a)  a director or officer or a former director or officer of the Corporation; and

(b)  any other member or former member of the board of directors of the Corporation.

Indemnity

33 A director or officer or a former director or officer of the Corporation shall be indemnified by the Crown in right of the Province against all costs, charges and expenses incurred by him or her in relation to any action, application or other proceeding brought against him or her in connection with the duties of the person and with respect to all other costs, charges and expenses that he or she incurs in connection with those duties, except costs, charges and expenses that are occasioned by that person’s own wilful neglect or wilful default.

Administration

34 The Minister is responsible for the administration of this Act and may designate one or more persons to act on the Minister’s behalf.

Regulations

35( 1) The Lieutenant-Governor in Council may make regulations

(a)  prescribing cannabis products and derivatives for the purposes of paragraph 8(c);

(b)  prescribing the content of service agreements for the purposes of paragraph 8(d);

(c)  fixing the fees or commissions to be paid to a service provider;

(d)  establishing an end-to-end tracking system for cannabis for the purposes of paragraph 8(e);

(e)  prescribing the time and manner that the profits of the Corporation are to be paid into the Consolidated Fund for the purposes of section 20;

(f)  prescribing amounts to be paid by the Corporation into a fund for the purposes of paragraph 21;

(g)  prescribing terms, conditions, prohibitions, restrictions or requirements for the purposes of paragraph 26(2)(b);

(h)  defining words or expressions used, but not defined, in this Act;

(i)  respecting any other matter that may be necessary for the proper administration of this Act.

35( 2) A regulation under subsection (1) may be retroactive to any date, including a date before the commencement of this section.

SAVING, TRANSITIONAL AND COMMENCEMENT PROVISIONS

698202 NB Inc./698202 N.-B. Inc.

Dissolution of 698202 NB Inc./698202 N.-B. Inc.

36( 1) Despite any provision of the Business Corporations Act, the body corporate incorporated under the Business Corporations Act on September 8, 2017, under the name 698202 NB Inc./698202 N.-B. Inc. is dissolved.

36( 2) The appointment of a person as Chief Operating Officer is revoked.

36( 3) The appointments of persons as other members of the board of directors, including the Chair and Vice-Chair, Secretary and Treasurer of the board of directors, are revoked.

36( 4) Despite the provisions of a contract, agreement, arrangement, order or by-law, no expenses shall be paid to the members of the board of directors of 698202 NB Inc./698202 N.-B. Inc.

36( 5) No action, application or other proceeding lies or shall be instituted against the Cannabis Management Corporation, the Minister of Finance or the Crown in right of the Province as a result of

(a)  the dissolution of 698202 NB Inc./ 698202 N.-B. Inc.,

(b)  the revocation of the appointment of the Chief Operating Officer, or

(c)  the revocation of the appointments of the other members of the board of directors, or the Chair, Vice-Chair, Secretary or Treasurer.

36( 6) A reference to 698202 NB Inc./698202 N.-B. Inc. in an Act, other than this Act, or in a regulation, rule, order, by-law, agreement, arrangement or other instrument shall be read as, unless the context otherwise requires, a reference to the Cannabis Management Corporation.

Agreements or arrangements

37( 1) Subject to subsection (2), a contract, partnership, agreement or arrangement entered into by 698202 NB Inc./698202 N.-B. Inc. continues to be valid and effective.

37( 2) In accordance with paragraph 8(d) of this Act, the Cannabis Management Corporation may enter into further contracts, partnerships, agreements or arrangements with respect to contracts, partnerships, agreements or arrangements entered into by 698202 NB Inc./698202 N.-B. Inc. before the commencement of this section.

By-laws revoked

38 By-laws made by the board of directors of 698202 NB Inc./698202 N.-B. Inc. are revoked.

Books, records, documents and files

39 The books, records, documents and files of 698202 NB Inc./698202 N.-B. Inc. become the books, records, documents and files of the Cannabis Management Corporation.

Transfer and vesting provision

40( 1) On the commencement of this section,

(a)  the property of 698202 NB Inc./698202 N.-B. Inc. becomes the property of the Cannabis Management Corporation, and

(b)  the claims, rights, liabilities, obligations and privileges of 698202 NB Inc./698202 N.-B. Inc. are transferred to and become vested in the Cannabis Management Corporation.

40( 2) On the commencement of this section, in any document dealing with property transferred to and vested in the Cannabis Management Corporation under paragraph (1)(a) or a claim, right, liability, obligation or privilege transferred to and vested in the Cannabis Management Corporation under paragraph (1)(b), it is sufficient to cite this Act as effecting the transfer to and vesting in the Cannabis Management Corporation of the property, claim, right, liability, obligation or privilege.

Legal proceedings

41( 1) On the commencement of this section,

(a)  subject to paragraph (b), an existing cause of action or claim by or against 698202 NB Inc./ 698202 N.-B. Inc. is unaffected,

(b)  an action, application or other proceeding pending by or against 698202 NB Inc./698202 N.-B. Inc. may be continued by or against the Cannabis Management Corporation, and

(c)  a ruling, order or judgment in favour of or against 698202 NB Inc./698202 N.-B. Inc. may be enforced by or against the Cannabis Management Corporation.

41( 2) On the commencement of this section, the Cannabis Management Corporation may bring or maintain in its name any action, application or other proceeding or exercise any power, right or remedy that 698202 NB Inc./698202 N.-B. Inc. was, could have been or could have become entitled to bring, maintain or exercise on or before the commencement of this section.

Protection from liability

42 Section 13 of the by-law made by the board of directors of 698202 NB Inc./698202 N.-B. Inc., dated September 11, 2017, which was valid and of full force and effect immediately before the commencement of this section, despite its revocation on the commencement of this section, continues to be valid and of full force and effect with respect to the protection from liability for former members of its board of directors.

Indemnity

43 Section 12.1 of the by-law made by the board of directors of 698202 NB Inc./698202 N.-B. Inc., dated September 11, 2017, which was valid and of full force and effect immediately before the commencement of this section, despite its revocation on the commencement of this section, continues to be valid and of full force and effect with respect to the indemnification of former members of the board of directors.

Notice with respect to transmission of personal property to Cannabis Management Corporation

44 Despite any other Act, for the purpose of a document required to be registered under the Personal Property Security Act, it shall be sufficient in order to show the transmission of title in respect of any personal property or interest in personal property vested in or intended to be vested in the Cannabis Management Corporation under subsection 40(1) if the instrument affecting the property or interest recites this Act.

Commencement

45( 1) Subject to subsection (2), this Act or any provision of it comes into force on a day or days to be fixed by proclamation.

45( 2) No provision of this Act shall be proclaimed before the day that Bill C-45, introduced in the first session of the forty-second Parliament and entitled An Act respecting cannabis and to amend the Controlled Drugs and Substances Act, the Criminal Code and other Acts, receives Royal Assent.