2(1)There is established a body corporate called the Energy Efficiency and Conservation Agency of New Brunswick consisting of those persons who constitute the board of directors.

2(2)The Agency is for all purposes of this Act an agent of the Crown in right of the Province.

2(3)The Agency may contract in its corporate name without specific reference to the Crown.

2(4)The Agency shall have a corporate seal that it may alter or change at pleasure.

2(5)All property, whether real or personal, acquired for the purposes of this Act is vested in the Agency as agent of the Crown in right of the Province and may be dealt with, leased, sold or otherwise disposed of by the Agency in its corporate name.

2(6)The business and affairs of the Agency shall be carried on without the purpose of gain, and any revenues shall be used for the purpose of carrying out its objects and purposes.

5(1)The Agency has the power to do anything that the Agency considers necessary or convenient for, or incidental or conducive to, the carrying out of its objects and also to do any other things that a company is empowered to do under subsection 14(1) of the Companies Act.

5(2)The Agency may

7(1)The board of directors of the Agency shall consist of

7(2)The members of the Board are directors of the Agency within the meaning of the Companies Act, except in the case of an inconsistency with this Act.

8(1)A member of the Board appointed under paragraph 7(1)(a) shall be appointed for a term not exceeding five years.

8(2)Despite the expiry of his or her term, a member of the Board appointed under paragraph 7(1)(a) remains in office until the member resigns, is reappointed or is replaced.

8(3)Despite subsections (1) and (2), a member of the Board appointed under paragraph 7(1)(a) may be removed at the pleasure of the Lieutenant-Governor in Council.

8(4)When a vacancy occurs on the Board, the Lieutenant-Governor in Council may appoint a person to fill the vacancy for the balance of the term of the replaced member.

8(5)In the case of the temporary absence or inability to act of a member of the Board, the Lieutenant-Governor in Council may appoint a substitute for the member for that period.

8(6)A vacancy on the Board does not impair the capacity of the Board to act.

10(1)A member of the Board appointed under paragraph 7(1)(a) is entitled to be paid the remuneration fixed by the by-laws of the Agency.

10(2)A member of the Board is entitled to be reimbursed for the travelling and living expenses incurred by the member in the performance of the member’s duties that are fixed by the by-laws of the Agency.

10(3)Despite subsections (1) and (2), no by-law of the Agency fixing remuneration, allowances or expenses within the meaning of subsections (1) and (2) is of any effect until it has been approved by the Lieutenant-Governor in Council.

13(1)With the approval of the Lieutenant-Governor in Council, the Board may make by-laws for the control and management of the business and affairs of the Agency.

13(2)Despite subsection (1), with the approval of the Minister, the Board shall make a by-law for the establishment, composition and functions of a committee to provide advice to the Board on matters relating to energy efficiency and conservation.

14(1)The Lieutenant-Governor in Council shall appoint a President of the Agency who shall act as the chief executive officer of the Agency.

14(2)Subject to the direction of the Board, the President is charged with the general direction, supervision and control of the business of the Agency and may exercise any other powers that the by-laws of the Agency confer on the President.

14(3)The President is, by virtue of the office, a member of the Board.

14(4)The President may be removed for cause by the Lieutenant-Governor in Council.

14(5)The pension plan converted to a shared risk plan in accordance with An Act Respecting Public Service Pensions applies to the President.

15(1)A member of the Board shall disclose in writing to the Agency, or request to have entered in the minutes of the meetings of the Board, the nature and extent of the member’s interest if the member

15(2)The disclosure required by subsection (1) shall be made

15(3)If a material contract or proposed material contract is one that, in the ordinary course of the Agency’s business, would not require approval by the members of the Board, a member shall disclose in writing to the Agency, or request to have entered in the minutes of the meetings of the Board, the nature and extent of the member’s interest immediately after the member becomes aware of the contract or proposed contract.

15(4)A member referred to in subsection (1) shall not be counted in the quorum, shall not be present and shall not vote at a meeting on a resolution to approve the contract.

15(5)For the purposes of subsections (2) and (3), a general notice to the members of the Board by a member declaring that the member is a director or officer of, or has a material interest in, a person and is to be regarded as interested in a contract made with that person is a sufficient declaration of interest in relation to a contract made with that person.

15(6)A member of the Board who has a pecuniary or proprietary interest, other than one referred to in paragraph (1)(a) or (b), that puts the member’s interest in conflict with that of the Agency, or might reasonably be expected to do so, shall disclose in writing to the Agency or request to have entered in the minutes of meetings of the Board the nature and extent of the member’s interest.

15(7)The disclosure required by subsection (6) shall be made immediately after the member becomes aware of the member’s interest.

15(8)For the purposes of subsections (6) and (7), a general notice to the members of the Board by a member declaring that the member has a pecuniary or proprietary interest, other than one referred to in paragraph (1)(a) or (b), that puts the member’s interest in conflict with that of the Agency, or might reasonably be expected to do so, is a sufficient declaration of the member’s interest.

17(1)Subject to sections 5 and 6 of the Financial Administration Act, the Agency may appoint employees.

17(2)Employees appointed to a position within the Agency shall be appointed on the basis of merit.

17(3)The pension plan converted to a shared risk plan in accordance with An Act Respecting Public Service Pensions applies to employees of the Agency.

18(1)The Agency shall make by-laws relating to the purchase of supplies and services required by the Agency for the transaction of its business and affairs and those by-laws shall conform so far as possible with the spirit and intent of the Procurement Act.

18(2)All by-laws, vendor lists or other documentation relating to the purchase of supplies or services adopted by the Agency shall be open to public inspection and shall be made available to vendors who request in writing a copy of that material for the purpose of submitting tenders for the purchase of supplies or services by the Agency.

22(1)The Agency shall maintain in its own name one or more accounts in a chartered bank designated by the Minister of Finance.

22(2)Despite the Financial Administration Act, all money that the Agency receives through the conduct of its operations or otherwise is to be deposited to the credit of the accounts established under subsection (1) and shall be administered by the Agency exclusively in the exercise and performance of its powers, duties and functions.

25(1)On or before December 31 in each year, the Board shall prepare and submit to the Board of Management a proposed budget containing estimates of the amounts required for the operation of the Agency for the next fiscal year, and the budget shall include a provision for any loans and advancements required by the Agency.

25(2)Within 30 days after receiving the budget, the Secretary of the Board of Management may make a report on the budget containing the recommendations that the Secretary considers appropriate to the Chair of the Board.

25(3)If in a fiscal year it appears that the actual revenues or expenditures of the Agency are likely to be substantially greater or less than estimated in its budget, the Board shall submit to the Board of Management a revised budget containing the particulars required under subsection (1).

26(1)With the approval of the Minister of Finance, the Agency may borrow money from and make arrangements with a chartered bank for loans or money overdrafts with the times of repayment that the Agency considers advisable and necessary.

26(2)On the terms and conditions that the Lieutenant-Governor in Council considers expedient, the Lieutenant-Governor in Council may authorize the Minister of Finance to guarantee, on behalf of the Crown in right of the Province, the repayment of all money borrowed by the Agency under this section, and that guarantee, when given, renders the Crown in right of the Province liable for the repayment of the money that was borrowed.

26(3)The Minister of Finance may advance out of the Consolidated Fund the sums that are necessary for the purpose of discharging, in whole or in part, any liabilities of the Agency guaranteed under subsection (2).

26(4)The Agency shall repay all sums advanced under subsection (3) in the amounts and at the times that the Minister of Finance decides, and, until paid, those sums bear interest, for credit to the Consolidated Fund, at the rate that the Minister of Finance determines.

26(5)From the profits arising out of the operations of the Agency, as certified by the Minister of Finance, there shall be taken those sums that the Lieutenant-Governor in Council determines for the creation of a reserve fund to repay money borrowed under this section.

28(1)Within six months after the end of each fiscal year, the Agency shall submit to the Minister an annual report, containing the auditor’s report and any other information that the Minister has requested during the fiscal year in respect of the business and affairs of the Agency.

28(2)The Minister shall lay the report before the Legislative Assembly if it is in session or, if not, at the next ensuing session.

28(3)The Agency shall provide to the Minister the information in respect of the business and affairs of the Agency that the Minister requests.