Bill 20 - An Act to Amend the New Brunswick Liquor Corporation Act

BILL 20

An Act to Amend the New Brunswick Liquor Corporation Act

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

1 Section 1 of the New Brunswick Liquor Corporation Act, chapter 105 of the Revised Statutes, 2016, is amended

(a) by repealing the definition “sale” and “sell” and substituting the following:

“sale” and “sell” include (vente) (vendre)

(a) exchange, barter and traffic, and

(b) the sale, supply or distribution, by any means whatsoever, of liquor or of any liquid known or described as beer or non-alcoholic beer or by any name whatever commonly used to describe malt or brewed liquor

( i) by any partnership or by any society, association or club, whether incorporated or unincorporated, and whether formed or incorporated before or after the coming into force of this Act, or

( ii) to any partnership, society, association or club or to any member thereof, or

(b) by adding the following definitions in alphabetical order:

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

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

“cannabis retail outlet” means a facility, building or commercial premises established solely for the retail sale of recreational use cannabis and cannabis accessories. (point de vente au détail du cannabis)

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

“subsidiary” means subsidiary within the meaning of the Business Corporations Act. (filiale)

2 Section 3 of the Act is amended

(a) in paragraph (d) of the English version by striking out “and” at the end of the paragraph;

(b) by adding after paragraph (d) the following:

(d.1) either by itself, or through a subsidiary,

( i) to carry on the general business of buying, distributing and selling recreational use cannabis and cannabis accessories including machinery, equipment and material for the cultivation or consumption of cannabis in the Province,

( ii) to carry on the general business of buying, distributing and selling recreational use cannabis and cannabis accessories on behalf of the government of any other province or territory of Canada or an agency of that government,

( iii) to provide consulting services to the government of any other province or territory of Canada or an agency of that government respecting the purchase, distribution and sale of liquor or recreational use cannabis,

( iv) to promote the responsible consumption of recreational use cannabis, and

3 The Act is amended by repealing section 4 and substituting the following:

4( 1) Subject to subsection (2), the Corporation has the power to do anything that the Corporation considers necessary or convenient for, or incidental or conducive to, the carrying out of its purposes and also to do such other things as a company is empowered to do under subsection 14(1) of the Companies Act.

4( 2) Subject to the approval of the Lieutenant-Governor in Council, the Corporation has the capacity

(a) to carry on its business, manage its affairs and exercise its powers outside the Province,

(b) to enter into an agreement with a government of another province or territory of Canada or an agency of that government,

(c) to undertake, implement, organize, conduct and manage the operations that are the subject of an agreement with a government of another province or territory of Canada or an agency of that government,

(d) to incorporate one or more subsidiaries under the Business Corporations Act to carry out its purposes,

(e) to acquire or hold shares or other ownership interests in a subsidiary,

(f) to enter into, terminate or amend a shareholders’ agreement in respect of a subsidiary,

(g) to elect the board of directors of a subsidiary, and

(h) to take any other measures compatible with its purposes as the Lieutenant-Governor in Council requires.

4 The Act is amended by adding after section 4 the following:

Subsidiaries of the Corporation

4.1( 1) A subsidiary of the Corporation is an agent of the Crown in right of the Province for the purposes for which the subsidiary is established as a body corporate.

4.1( 2) A subsidiary is a separate employer within the meaning of the Public Service Labour Relations Act in the same manner as the Corporation.

4.1( 3) A subsidiary shall not, without obtaining the approval of the Lieutenant-Governor in Council, carry on any activity that, if carried on by the Corporation directly, would require the approval of the Lieutenant-Governor in Council.

4.1( 4) Subject to this Act, a subsidiary may make by-laws for the control and management of its business and affairs.

4.1( 5) A by-law made by a subsidiary is ineffective until it has been approved by the Corporation and the Lieutenant-Governor in Council.

4.1( 6) The authorized capital of a subsidiary shall consist of an unlimited number of common shares without nominal or par value.

4.1( 7) The Corporation shall not, without obtaining the approval of the Lieutenant-Governor in Council, hold or transfer the shares of a subsidiary of the Corporation.

4.1( 8) A subsidiary of the Corporation shall present financial statements to the Corporation for the purposes of audit, and any further information respecting the financial position of the subsidiary and the results of its operations required by the articles, the by-laws or any unanimous shareholder agreement.

5 Section 19 of the Act is repealed and the following is substituted:

19 The Corporation shall be paid all money received

(a) from the sale of liquor in liquor stores,

(b) from the sale of cannabis in cannabis retail outlets,

(d) that otherwise accrues through the administration of this Act.

6 Section 20 of the Act is repealed and the following is substituted:

20( 1) The Corporation or a subsidiary of the Corporation shall maintain in its own name one or more accounts in any chartered bank designated by the Minister of Finance.

20( 2) Despite the Financial Administration Act, all money received by the Corporation or one of its subsidiaries through the conduct of its business or otherwise is to be deposited to the credit of the accounts established under subsection (1) and shall be administered by the Corporation or the subsidiary, as the case may be, exclusively in the exercise and performance of its powers, duties and functions.

20( 3) The Corporation or a subsidiary, as the case may be, shall pay all salaries of the members of its board of directors and its employees and all expenditures incurred in operating its business.

7 Section 22 of the Act is amended

(a) by repealing subsection (1) and substituting the following:

22( 1) The Corporation or one of its subsidiaries may, with the approval of the Minister of Finance, borrow money from any chartered bank and make arrangements with any chartered bank for loans or money overdrafts with such times of repayment as the Corporation or its subsidiary considers advisable and necessary, and the Corporation or its subsidiary, as the case may be, may mortgage its own lands and other assets to secure the loans.

(b) in subsection (2) by adding “or any of its subsidiaries” after “the Corporation”;

22( 3) The Minister of Finance may advance out of the Consolidated Fund such sums as may be necessary for the purpose of discharging, in whole or in part, all or any liabilities of the Corporation or one of its subsidiaries that have been guaranteed under subsection (2).

(d) by adding after subsection (3) the following:

22( 4) The Corporation or its subsidiary, as the case may be, shall repay all sums advanced by the Minister of Finance in the manner determined by the Minister, and the sums shall bear interest, for credit to the Consolidated Fund, at such rate as may be determined by the Minister until paid in full.

22( 5) Unless otherwise provided in this Act, the Corporation shall not be a surety or guarantor of the debts and obligations of its subsidiary.

8 The Act is amended by repealing section 23 and substituting the following:

23( 1) A subsidiary of the Corporation shall present the financial statements referred to in subsection 4.1(8) to the Corporation at the time determined by the Corporation.

23( 2) The Corporation shall prepare audited financial statements, which shall include the financial statements of its subsidiaries, and submit them to the Minister of Finance in each year at the time determined by the Minister.

23( 3) The Corporation shall release to the public a summary of its unaudited financial results and those of its subsidiaries within 30 days after the end of each quarter of the fiscal year.

23( 4) The accounts of the Corporation shall show gross income arising from the sale of liquor, and those of its subsidiaries shall show gross income arising from the sale of cannabis and any other business in which the subsidiary is engaged.

23( 5) All books or records of accounts, bankbooks and other documentation of the Corporation or any of its subsidiaries shall at all times be open to the inspection of the Minister of Finance or any other person that the Minister may designate.

23( 6) The Lieutenant-Governor in Council may request the Auditor General or any other person to audit the accounts of the Corporation or any of its subsidiaries.

23( 7) A report of the audit containing the particulars that the Lieutenant-Governor in Council requires shall be made to the Lieutenant-Governor in Council on or before August 1 following the end of the fiscal year for which the report is made.

9 Section 25 of the Act is repealed and the following is substituted:

25 The Corporation shall, within five months after the end of its fiscal year, submit to the Minister of Finance an audited report, in the form that the Minister directs, on its business and that of its subsidiaries for that fiscal year, and the Minister shall lay the report before the Legislative Assembly if it is in session or, if not, at the next ensuing session.

10 The Act is amended by adding after section 25 the following:

Immunity

26 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 President or secretary, or former President or secretary, of the Corporation;

(b) a director or officer, or former director or officer, of a subsidiary of the Corporation;

(d) any employee or former employee of the Corporation or of a subsidiary.

Commencement

11( 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.

11( 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.