Document(s) 4 of 5

An Act to establish the International Development Research Centre

Short Title

1. This Act may be cited as the International Development Research Centre Act.

Interpretation

2. In this Act,

Board means the Board of Governors of the Centre;

Centre means the International Development Research Centre established by section 3;

Chairman means the Chairman of the Board;

governor means a member of the Board;

Minister means such member of the Queen's Privy Council for Canada as is designated by the Governor in Council as the Minister for the purposes of this Act;

President means the President of the Centre;

research includes any scientific or technical inquiry or experimentation that is instituted or carried out to discover new knowledge or new means of applying existing knowledge to the solution of economic and social problems;

science includes the natural and social sciences.

3. A corporation is hereby established, to be called the International Development Research Centre, consisting of a Board of Governors that is composed of a Chairman, President and not more than nineteen other governors.

Objects and Powers of Centre

4. (1) The objects of the Centre are to initiate, encourage, support and conduct research into the problems of the developing regions of the world and into the means for applying and adapting scientific, technical and other knowledge to the economic and social advancement of those regions and, in carrying out those objects,

(a) to enlist the talents of natural and social scientists and technologists in Canada and other countries;

(b) to assist the developing regions to build up the research capabilities, the innovative skills and the institutions required to solve their problems;

(c) to encourage generally the coordination of international development research; and

(d) to foster cooperation in research on development problems between the developed and developing regions for their mutual benefit.

(2) The Centre, in furtherance of its objects, may exercise any or all of the following powers in Canada or elsewhere, namely, the power to

(a) establish, maintain and operate information and data centres and facilities for research and other activities;

(b) initiate and carry out research and technical development, including the establishment and operation of any pilot plant or project, to the point where the appropriate results of the research and development can be applied;

(c) support or assist research by governments, by international, public or private organizations and agencies, or by individuals;

(d) enter into contracts or agreements with governments, with international, public or private organizations and agencies, or with individuals;

(e) give recognition, by such means as the Centre deems appropriate, for outstanding contributions to international development by international, public or private organizations and agencies, or by individuals, and publish and otherwise disseminate scientific, technical or other information;

(f) sponsor or support conferences, seminars and other meetings;

(g) acquire, hold and alienate real property or any interest therein at pleasure;

(h) acquire by gift, bequest or otherwise, and hold, expend, invest, administer or dispose of, any money, securities or other property subject to the terms, if any, on which the money, securities or other property is given, bequeathed or otherwise made available to the Centre;

(i) expend, for the purposes of this Act, any money appropriated by Parliament for the work of the Centre or received by the Centre through the conduct of its operations; and

(j) do such other things as are conducive to the carrying out of its objects and the exercise of its powers.

Organization

5. (1) The Chairman of the Board shall be appointed by the Governor in Council to hold office during pleasure for a term not exceeding five years.

(2) The first President of the Centre shall be appointed by the Governor in Council to hold office during pleasure for a term not exceeding five years and any subsequent President shall be appointed by the Governor in Council on the recommendation of the Board to hold office during pleasure for a term not exceeding five years.

(3) Each of the governors, other than the Chairman and the President, shall be appointed by the Governor in Council to hold office during pleasure for such term not exceeding four years as will ensure as far as possible the expiration in any one year of the terms of appointment of fewer than half of the governors.

(4) Any retiring governor is eligible for re-appointment to the Board in the same or another capacity.

6.(1) The Board shall elect one of the governors to be Vice-Chairman of the Board.

(2) In the event of the absence or incapacity of the Chairman, or if the office of Chairman is vacant, the Vice-Chairman of the Board has all the duties and may perform all the functions of the Chairman.

7. (1) The President is the chief executive officer of the Centre and has supervision over and direction of the work and staff of the Centre.

(2) In the event of the absence or incapacity of the President, or if the office of President is vacant, the Board may authorize an officer of the Centre to act as President, but no person so authorized shall act as President for a period exceeding sixty days without the approval of the Governor in Council.

8. (1) The Governor in Council may, on such terms and conditions as the Governor in Council may prescribe, appoint a temporary substitute governor if a governor, other than the Chairman or President, is unable to perform the duties of his office.

(2) Where the office of a governor becomes vacant during the term of the governor appointed thereto, the Governor in Council may appoint a person to that office for the remainder of that term.

9. The governors shall be paid such remuneration and expenses as are fixed by the Governor in Council.

10. (1) The Chairman, the Vice-Chairman and nine other governors must be Canadian citizens.

(2) At least eleven of the governors must have experience in the field of international development or experience or training in the natural or social sciences or technology.

(3) Two of the governors who are Canadian citizens, other than the Chairman and the Vice Chairman, may be appointed from among the members of the Senate or the House of Commons.

(4) A member appointed pursuant to subsection (3) shall not be paid remuneration but is eligible for expenses and, if he is a member of the House of Commons, is not, by reason of his being the holder of the office or place in respect of which such expenses are payable, rendered incapable of being elected, or of sitting or voting, as a member of that House.

11. (1) There shall be an executive committee of the Board consisting of the Chairman, President and at least five other governors annually elected from the Board by the governors in such manner that a majority of the members of the committee are Canadian citizens.

(2) The executive committee shall exercise such of the powers, and perform such of the functions, of the Centre as the Board may by by-law assign to it and shall submit at each meeting of the Board minutes of its proceedings since the last preceding meeting of the Board.

(3) The Board shall appoint one of the members of the executive committee to be the chairman of the executive committee.

(4) The executive committee shall meet at least four times in each year.

(5) Five or more members of the executive committee, a majority of whom are Canadian citizens, constitute a quorum.

12. (1) The Board may appoint any person who, in the opinion of the governors, has made an outstanding contribution in the field of international development as a Fellow of the International Development Research Centre.

(2) The Centre may prescribe the period of time during which any person shall be named a Fellow pursuant to subsection (1) and the stipend, if any, to be paid to any such person.

13. The Board may appoint advisory or other committees under such terms and conditions as the Board may by by-law prescribe.

14. Subject to the by-laws, the Board may appoint such officers, agents and employees as are necessary for the proper conduct of the work of the Centre.

15. (1) The head office of the Centre shall be at such place in Canada as may be designated by the Governor in Council.

(2) The Board may, by by-law approved by the Governor in Council, change the head office of the Centre to another place in Canada.

16. (1) The Board shall meet at least twice in each year, with at least one such meeting at the head office of the Centre, and at such other times and places as the Chairman deems necessary.

(2) The Chairman shall preside at meetings of the Board.

(3) Seven governors, including at least five governors who are Canadian citizens, or more than seven governors, including a majority who are Canadian citizens, constitute a quorum of the Board.

By-Laws

17. The Board may, with the approval of the Governor in Council, make by-laws respecting

(a) the constitution of advisory or other committees appointed pursuant to section 13, and the salaries and expenses, if any, to be paid to the members of those committees;

(b) the duties and conduct of officers, agents and employees of the Centre;

(c) the conditions of employment and the remuneration of officers, agents and employees of the Centre;

(d) the procedure in all business at meetings;

(e) the assignment of any powers and functions of the Centre to the executive committee of the Board and the manner in which the powers and functions so assigned shall be exercised or performed; and

(f) generally the conduct and management of the affairs of the Centre.

18. (1) The Centre is not an agent of Her Majesty, and, except as provided in subsection (2), the governors and the officers, agents and employees of the Centre are not part of the Public Service.

(2) The officers and employees of the Centre shall be deemed to be employed in the Public Service for the purposes of the Public Service Superannuation Act and the Centre shall be deemed to be a Public Service corporation for the purposes of section 37 of that Act.

(3) The Public Service Superannuation Act does not apply to the governors unless in the case of any such governor the Governor in Council otherwise directs.

19. The Centre shall, for the purposes of the Income Tax Act, be deemed to be a registered charity as defined in that Act.

Financial

20. (1) The Centre shall establish, under its management in a bank, an account to be known as the International Development Research Centre Account, in this section called the Account.

(2) There shall be credited to the Account all amounts realized by the Centre under this Act in carrying out research or technical development or from providing any other services in Canada or elsewhere under any contract or agreement.

(3) There shall be charged to the Account all expenditures incurred by or for the Centre under this Act in carrying out the research and development activities or providing the services referred to in subsection (2).

(4) The Minister of Finance shall, out of the special account for international development assistance in the accounts of Canada, pay to the Centre a grant of one million dollars to establish the Account.

Audit

21. The accounts and financial transactions of the Centre shall be audited annually by the Auditor General of Canada and a report of the audit shall be made to the Centre and to the Minister.

Report to Parliament

22. (1) The Chairman shall, within four months after the termination of each fiscal year, submit to the Minister a report relating to the activities of the Centre for that fiscal year, including the financial statements of the Centre and the report thereon of the Auditor General of Canada.

(2) The Minister shall cause the report submitted under subsection (1) to be laid before Parliament within fifteen days after the receipt thereof by the Minister or, if Parliament is not then sitting, on any of the first fifteen days next thereafter that either House of Parliament is sitting.

(Taken from Chapter I-19, Revised Statutes of Canada)

GENERAL BY- LAW OF THE INTERNATIONAL DEVELOPMENT RESEARCH CENTRE

1. This By-law may be cited as the IDRC General By-law.

2. In this By-law,

(a) "Act" means the International Development Research Centre Act; and

(b) "Officer" means a person referred to in section 16.

3. The Seal of the Centre shall be in a form approved by the Board.

4. (1) The annual meeting of the Board shall be held at the head office of the Centre on a day designated by the Board.

(2) An additional meeting of the Board shall be held at a place designated by the Chairman on a day designated by the Board.

5. (1) In addition to the meetings called pursuant to section 16 of the Act, the Chairman shall call a special meeting of the Board when he receives a request in writing from the President, the Executive Committee or five or more governors.

(2) The Chairman shall call the special meeting referred to in subsection (1) not less than 30 days and not more than 60 days from the receipt of the written request for such meeting.

6. (1) Notice of any regular meeting of the Board shall, unless otherwise directed by the Chairman or Vice-Chairman, be mailed, telegraphed or otherwise delivered in writing to each governor at such address as each governor may designate, at least 30 days prior to the date of such meeting.

(2) Notice of any special meeting of the Board shall, unless otherwise directed by the Chairman or Vice-Chairman, be mailed, telegraphed or otherwise delivered in writing to each governor at such address as each governor may designate, at least 30 days prior to the date of such meeting.

(3) No meeting shall be invalidated because of the failure of a governor to receive notice under this section.

7. Where the Chairman and Vice-Chairman are absent from a meeting of the Board, the governors present at such meeting shall elect a governor to preside.

8. At each meeting of the Board, each governor present shall have one vote and the vote of the majority present shall decide any issue.

9. Where he is unable to attend a meeting of the Board, the President may designate a representative to attend in his place but such representative shall have no vote.

10. (1) Subject to subsection (1) of section 11 of the Act, at its first meeting the Board shall elect five governors to serve with the Chairman and the President on the Executive Committee of the Board, and thereafter the membership of the Executive Committee shall be determined at each annual meeting of the Board.

(2) Subject to subsection (4) of section 11 of the Act the Executive Committee shall meet at such times and places as it deems necessary and may make rules governing the procedures at its meetings.

11. A governor may resign from the Executive Committee by advising the Chairman of the Board of his resignation, in writing.

12. Subject to subsection (1) of section 11 of the Act, where for any reason a position on the Executive Committee becomes vacant during the term of the governor elected thereto, the remaining members of the Executive Committee may appoint another governor to that position for the remainder of that term.

13. (1) Subject to subsection (2) and except as otherwise provided in this By-law, the Executive Committee shall exercise and perform all of the powers and functions of the Board between meetings of the Board.

(2) The powers delegated to the Executive Committee shall not include

(a) the power to alter any fundamental policy of the Centre;

(b) the power to increase the total authorized budget of the Centre; or

(c) the power to enact, amend or repeal By-laws of the Board.

14. (1) There shall be a Finance Committee of the Board consisting of at least three governors elected annually by the Board.

(2) The members of the Finance Committee shall elect one of their number to act as Chairman of the Committee.

(3) The Finance Committee shall determine the manner in which any money or securities of the Centre are to be invested or held and shall undertake such further responsibilities as are from time to time assigned to it by the Board.

(4) The Finance Committee shall meet at such times and places as it deems necessary or at the request of the Board, the Chairman or the President.

(5) The Finance Committee may make rules governing the procedure at its meetings and the manner in which and the circumstances under which members of the Committee may act on behalf of the Committee between its meetings.

(6) At each meeting of the Board, the Finance Committee shall submit minutes of its proceedings since the last preceding meeting of the Board and shall report to the Board on money invested on behalf of, and securities held by, the Centre.

15. (1) Any advisory or other committee appointed by the Board under section 13 of the Act shall be appointed annually and shall consist of such persons as the Board deems necessary to constitute that committee.

(2) A committee appointed under section 13 of the Act shall meet at such times and places as it deems necessary or at the request of the Board, the Chairman or the President.

(3) A committee appointed under section 13 of the Act may make rules governing its organization and the procedure at its meetings.

16. The Officers of the Centre are the President, Vice-Presidents, Secretary, Treasurer and the administrative and program directors.

17. Subject to the Act and the By-laws, the President has, on behalf of the Board, the direction and management of the affairs of the Centre.

18. (1) The President may appoint such Vice-Presidents of the Centre as are deemed necessary to assist the President in carrying out the functions of the Centre.

(2) The Vice-Presidents of the Centre shall carry out such duties as are assigned to them by the President.

19. (1) There shall be a Secretary of the Centre, appointed annually by the Board on the recommendation of the President.

(2) The Secretary shall

(a) keep the records of the Centre;

(b) enter or cause to be entered into the books kept for that purpose the minutes of proceedings at meetings of the Board, the Executive Committee and, with the exception of the Finance Committee, any other committees appointed by the Board;

(c) give the required notice of all meetings of the Board, the Executive Committee and other committees;

(d) coordinate the preparation of the annual report relating to the activities of the Centre for each fiscal year;

(e) keep the custody of the seal of the Centre; and

(f) carry out such other duties as are assigned to him by the Chairman or the President.

20. (1) There shall be a Treasurer of the Centre appointed annually by the Board on the recommendation of the President.

(2) The Treasurer shall

(a) manage the financial affairs of the Centre;

(b) have custody of the funds and securities of the Centre;

(c) coordinate the preparation of the budget of the Centre for each fiscal year;

(d) prepare the financial statements required for the annual report of the Centre for each fiscal year;

(e) supervise the operation of the Account referred to in section 20 of the Act and of any other accounts established by the Centre for its operations;

(f) provide for the Auditor General of Canada or his representatives such information relating to the accounts and financial transactions of the Centre as may be required;

(g) serve as secretary to the Finance Committee and keep that committee's minutes and records; and

(h) carry out such other duties as are assigned to him by the Chairman, the President or the Finance Committee.

21. (1)The President may appoint such administrative and program directors of the Centre as are deemed necessary to assist the President in carrying out the functions of the Centre.

(2) An administrative or program director appointed pursuant to subsection (1) shall carry out such duties as are assigned to him by the President.

22.Where for any reason the office of Secretary or Treasurer becomes vacant during the term of the person appointed to that position by the Board, the President may appoint a replacement to that office on the same terms and conditions, but such appointment shall not extend past the date of the next regular meeting of the Board.

23. The President may appoint or otherwise engage such employees, agents, consultants and advisors as he deems necessary to carry out the work of the Centre.

24. The Board shall, on the recommendation of the President, fix the salaries and the terms and conditions of employment of the Vice-Presidents, Secretary, Treasurer and the administrative and program directors.

25. Subject to such limitations as the Board may impose, the President shall fix the remuneration and the terms and conditions of employment of any employee, agent, consultant and advisor appointed or engaged under section 23.

26. Each member of the Executive Committee or of any other committee appointed by the Board, other than a member who is in receipt of a salary paid to him under the Act or the By-laws, or a member whose appointment to a committee precludes such payment, shall be paid by the Centre for each day he attends any meeting of such committee or on which he is engaged in the business of the Board, other than a day when the Board is meeting, such remuneration and expenses as are fixed by the Governor in Council for the attendance of a governor at a meeting of the Board.

27. The Treasurer and every officer or employee of the Centre who is responsible for handling securities, money or other negotiable instruments on behalf of the Centre shall be bonded by the Centre in an amount fixed by the Board.

28. Every cheque or order for payment of money drawn on the Account referred to in section 20 of the Act or on any other account of the Centre shall be signed by the President or by such other person or persons as are designated by the President in writing.

29. (1) The Treasurer shall cause to be opened in any chartered bank in Canada such account or accounts, in addition to the Account referred to in section 20 of the Act, as he deems necessary to properly conduct the business of the Centre.

(2) The Treasurer shall cause to be opened in any bank outside Canada such account or accounts as he deems necessary to properly conduct the business of the Centre.

30. The fiscal year of the Centre shall be the period beginning on and including the first day of April in one year and ending on and including the 31st day of March in the next year.

31. Every deed, agreement, contract, formal instrument in writing or any other administrative document that requires execution or certification on behalf of the Centre shall be signed by the President or a Vice-President or by such other person or persons as are designated by the President in writing.

32. Any official statement or announcement made in the name of the Centre, other than routine statements or releases required to be made by employees in the performance of their duties, may be made only by the Chairman or the President and shall be made in accordance with policies approved by the Board.

33. (1) No gift, bequest or donation shall be accepted by or on behalf of the Centre without the prior approval of the Board.

(2) Where a gift, bequest or donation to the Centre is approved by the Board, it shall be dealt with in accordance with its terms and with the conditions of its acceptance by the Board.

34. (1) During the consideration of any proposed appropriation of funds or resources of the Centre to a proposed beneficiary, by the Board or by a committee thereof, any governor who is officially or formally connected with the proposed beneficiary, shall indicate his relationship with the proposed beneficiary, shall refrain from voting on such appropriation, and shall withdraw from the meeting at the time the vote is taken, but such a withdrawal shall be deemed not to affect the existence of a quorum.

(2) No member of the Board, other than the President, shall, during his term of office as a governor of the Centre, enter into a contract with the Centre, whether as an employee, independent contractor or otherwise.

35. Subject to the Act, By-laws of the Centre may be enacted, amended or repealed by a majority of the governors present at any meeting of the Board where notice of the proposed enactment, amendment or repeal has been given in writing to the members of the Board at least 30 days prior to such meeting.

P.C. 1971-11; SOR/71-25 as subsequently modified

Document(s) 4 of 5