Acts and Regulations

2016, c.105 - New Brunswick Liquor Corporation Act

Full text
Current to 1 January 2024
2016, c.105
New Brunswick
Liquor Corporation Act
Deposited December 23, 2016
INTERPRETATION
Definitions
1The following definitions apply in this Act.
“Board” means the board of directors of the Corporation referred to in subsection 6(1).(conseil)
“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 cannabis retail outlet as defined in the Cannabis Control Act.(point de vente au détail du cannabis)
“Corporation” means the New Brunswick Liquor Corporation established under section 2.(Société)
“liquor” includes(boisson alcoolique)
(a) any alcoholic, spirituous, vinous, fermented, malt or other intoxicating liquid or combination of liquids,
(b) any mixed liquid, a part of which is alcoholic, spirituous, vinous, fermented, malt or otherwise intoxicating,
(c) all drinks or drinkable liquids and all preparations or mixtures that can be consumed by humans and are intoxicating, and
(d) beer and wine.
“liquor store” means a store established by the Corporation for the sale of liquor under this Act.(magasin de la Société)
“President” means the President of the Corporation appointed under subsection 9(1).(président)
“recreational use cannabis” means cannabis that is not used for medical purposes.(cannabis à des fins récréatives)
“sale” and “sell” include(vente) and (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
(c) wholesale or retail sale, supply or distribution of recreational use cannabis or cannabis accessories.
“subsidiary” means subsidiary within the meaning of the Business Corporations Act.(filiale)
R.S.1973, c.N-6.1, s.1; 1985, c.4, s.49; 1987, c.6, s.71; 2013, c.17, s.1; 2018, c.5, s.1; 2022, c.5, s.6; 2023, c.2, s.193
THE CORPORATION
New Brunswick Liquor Corporation
2(1)There is established a body corporate called the New Brunswick Liquor Corporation consisting of those persons who make up the board of directors.
2(2)The Corporation is, for all purposes of this Act, an agent of the Crown in right of the Province.
2(3)The Corporation may contract in its corporate name without specific reference to the Crown.
2(4)The Corporation 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 Corporation as agent of the Crown in right of the Province and may be dealt with, leased, sold or otherwise disposed of by the Corporation in its corporate name.
2(6)The head office of the Corporation is at The City of Fredericton.
R.S.1973, c.N-6.1, s.2; 1985, c.4, s.49
Purposes of Corporation
3The purposes of the Corporation are
(a) to carry on the general business of manufacturing, buying, importing and selling liquor of every kind and description,
(b) to promote the responsible consumption of liquor,
(c) to participate in the development of the liquor industry in the Province,
(d) to meet the needs of its customers,
(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
(e) to provide suitable financial revenues for the Province.
R.S.1973, c.N-6.1, s.3; 2002, c.7, s.1; 2013, c.17, s.2; 2018, c.5, s.2
Powers of Corporation
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.
R.S.1973, c.N-6.1, s.4; 2018, c.5, s.3; 2023, c.2, s.193
Subsidiaries of the Corporation
2018, c.5, s.4
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.
2018, c.5, s.4
Application of Companies Act
5The provisions of the Companies Act apply to the Corporation so far as they are not inconsistent with the provisions of this Act.
R.S.1973, c.N-6.1, s.5
Board of directors
6(1)The affairs of the Corporation shall be administered by a board of directors consisting of
(a) the President appointed under subsection 9(1), and
(b) seven members appointed by the Lieutenant-Governor in Council.
6(2)The term of office of a member of the Board appointed under paragraph (1)(b) shall not exceed three years.
6(3)A member of the Board appointed under paragraph (1)(b) shall not be appointed for more than three consecutive terms.
6(4)The Board shall administer the affairs of the Corporation on a commercial basis and all decisions and actions of the Board are to be based on sound business practices.
6(5)The members of the Board are directors of the Corporation within the meaning of the Companies Act except if inconsistent with this Act.
6(6)Despite subsection (2), the Lieutenant-Governor in Council shall appoint one member of the Board to hold office as chair of the Board for a term of office of not less than two years and of not more than five years.
6(7)On address of the Legislative Assembly, the Lieutenant-Governor in Council may remove a member of the Board appointed under paragraph (1)(b) for misbehaviour, incapacity or inability to perform his or her duties properly.
6(8)If a member of the Board resigns or is removed under subsection (7), the Lieutenant-Governor in Council may appoint a substitute for the balance of his or her term.
6(9)Despite subsection (2) and subject to subsection (7), a member of the Board shall remain in office until he or she resigns or is reappointed or replaced.
6(10)A vacancy on the Board does not impair the capacity of the Board to act.
R.S.1973, c.N-6.1, s.6; 1987, c.6, s.71; 2002, c.7, s.2; 2013, c.17, s.3; 2014, c.24, s.1
Salaries, allowances and expenses
7(1)The chair and other members of the Board are entitled to be paid such salaries and allowances as are fixed by the by-laws of the Corporation.
7(2)Each member of the Board is entitled to be paid such travelling and living expenses incurred by the member in the performance of his or her duties as are fixed by the by-laws of the Corporation.
7(3)Despite subsections (1) and (2), no by-law of the Corporation fixing salary, allowances or expenses is of any effect unless it has been approved by the Lieutenant-Governor in Council.
R.S.1973, c.N-6.1, s.7; 2013, c.17, s.4
Board meetings and by-laws
8(1)Five members of the Board constitute a quorum.
8(2)If a member of the Board referred to in paragraph 6(1)(b) is absent from his or her duties for a period in excess of three months or becomes incapacitated or disabled and is unable to act by reason of the absence, illness, infirmity, incapacity or inability, the Lieutenant-Governor in Council may appoint a person to act in the member’s place during the period that the member is absent or incapacitated, and the person appointed while acting in the member’s place may discharge all the duties and has all the rights and powers of a director.
8(3)The affirmative votes of a majority of the members present at a meeting of the Board at which a quorum is present are sufficient to pass any resolution which the Board is competent to make.
8(4)The Board shall appoint an employee of the Corporation to be secretary of the Board who shall perform such duties and functions as the Board may direct.
8(5)Subject to this Act, the Board may make by-laws for the management of the property, effects, business and affairs of the Corporation or relating to any other thing that may be necessary for carrying out the purposes of the Corporation and for exercising any other powers of the Corporation incidental to those purposes.
8(6)A copy of the by-laws and all amendments to the by-laws, certified to be correct by the secretary of the Board, is to be forwarded to the Minister of Finance and Treasury Board.
8(7)There shall be minutes taken of the meetings of the Board and the minutes shall be approved by the Board and certified to be correct by the secretary of the Board.
8(8)A copy of the minutes of each meeting of the Board, certified to be correct by the secretary of the Board, shall be submitted to the Minister of Finance and Treasury Board after each meeting of the Board.
R.S.1973, c.N-6.1, s.8; 1985, c.4, s.49; 2013, c.17, s.5; 2019, c.29, s.103
President of the Corporation
9(1)The Lieutenant-Governor in Council shall appoint a President of the Corporation for a term not exceeding five years.
9(2)The President shall be appointed from among those persons nominated by the Board in accordance with subsection (7).
9(3)The President is the chief executive officer of the Corporation and is, subject to the direction of the Board, charged with the general direction, supervision and control of the business of the Corporation and may exercise any other powers and duties conferred on him or her by the by-laws of the Corporation or by this Act.
9(4)The President shall be paid the remuneration that the Lieutenant-Governor in Council determines, and the payment shall be made out of the funds of the Corporation.
9(5)In determining the remuneration of the President, the Lieutenant-Governor in Council shall consider any recommendation made by the Board.
9(6)Before making nominations under this section, the Board shall advise the Lieutenant-Governor in Council of the skills and qualification requirements for nominees for the position of President.
9(7)In making nominations under this section, the Board shall
(a) use a merit-based and objective approach,
(b) ensure that nominees have the necessary skills and qualifications to hold the office of President, and
(c) provide to the Lieutenant-Governor in Council a description of the recruitment, assessment and selection processes used and the results of those processes.
9(8)A President may be reappointed for a second or subsequent term of office not exceeding five years, but subsection (2) does not apply to a President who is reappointed before or immediately after the expiry of his or her term.
9(9)In the case of a temporary absence or inability to act of the President, the Board may, despite anything else in this section, appoint a substitute for him or her for the period of the temporary absence or inability to act.
9(10)On the recommendation of the Board, the Lieutenant-Governor in Council may remove the President from office in accordance with a contract of employment between the Corporation and the President or in accordance with applicable law.
9(11)If the President is removed under subsection (10), the Board may, despite anything else in this section, appoint a substitute for him or her to hold office until a new President is appointed under this section.
9(12)Despite subsections (1) and (8) and subject to subsection (10), the President shall remain in office until he or she resigns or is reappointed or replaced.
9(13)The resignation of the President becomes effective at the time a written resignation is received by the Corporation, or at the time specified in the resignation, whichever is later.
9(14)The President shall devote his or her whole time and attention to the performance of his or her functions for the Corporation and shall engage in no other occupation.
9(15)The President is, by virtue of the office, a non-voting member of the Board.
R.S.1973, c.N-6.1, s.9; 1988, c.29, s.1; 1991, c.27, s.31; 2002, c.7, s.3; 2013, c.3, s.1
Employees
10(1)The employees of the Corporation shall be appointed in accordance with the staff requirements and mode of appointment established by the by-laws of the Corporation.
10(2)The remuneration and other conditions of employment of the employees, other than the remuneration referred to in subsection 9(4), shall be established by the by-laws of the Corporation.
10(3)The pension plan converted to a shared risk plan in accordance with An Act Respecting Public Service Pensions applies to the President and the employees of the Corporation.
R.S.1973, c.N-6.1, s.10; 2002, c.7, s.4; 2013, c.3, s.2; 2013, c.44, s.33
Eligibility for appointment
11(1)A person shall not be appointed to or continue as a member of the Board unless the person is a Canadian citizen ordinarily resident in the Province.
11(2)Subject to the approval of the Lieutenant-Governor in Council, the Board shall make by-laws establishing the policy of the Corporation in respect of conflicts of interest pertaining to members of the Board, including the circumstances that constitute a conflict of interest, the disclosure of a conflict of interest and the manner in which a conflict of interest is to be dealt with.
R.S.1973, c.N-6.1, s.11; 2013, c.17, s.6
Providing of samples of liquor for tasting
12Despite the Liquor Control Act, employees of the Corporation and other persons authorized by the Corporation may provide samples of liquor for tasting purposes in liquor stores or at other premises of the Corporation to customers of the Corporation who are not prohibited under the Liquor Control Act from having or consuming liquor, and those customers may consume the liquor in the liquor store or at the other premises.
1992, c.89, s.1
By-laws re purchases
13(1)The Corporation shall make by-laws relating to the purchase of supplies, except liquor, required by the Corporation for the transaction of its business and affairs, and the by-laws shall conform, as far as possible, with the spirit and intent of the Procurement Act.
13(2)All by-laws, vendor lists or other documentation relating to the purchase of supplies adopted by the Corporation shall be open to public inspection and shall be made available to vendors who request in writing a copy of the material for the purpose of submitting tenders for the purchase of supplies by the Corporation.
R.S.1973, c.N-6.1, s.12; 1987, c.6, s.71; 2012, c.20, s.35
By-laws re construction contracts
14(1)The Corporation shall make by-laws relating to contracts for the construction, repair or alteration of land or structures owned or administered by the Corporation, and the by-laws shall conform with the Procurement Act.
14(2)All by-laws or other documentation relating to contracts for the construction, repair or alteration of land or structures owned or administered by the Corporation shall be open to public inspection and shall be made available to contractors who request in writing a copy of the material for the purpose of submitting tenders.
14(3)In the event of a conflict between a by-law made under subsection (1) and the Procurement Act, the Procurement Act prevails.
2013, c.17, s.7; 2021, c.38, s.35
Agreement in relation to markups
15The Corporation may enter into an agreement with the Government of Canada as represented by the Minister of National Revenue, in relation to liquor referred to in that agreement that is brought into the Province from any place outside Canada,
(a) appointing officers, as defined in subsection 2(1) of the Customs Act (Canada), employed at customs offices located in the Province, as agents of the Corporation for the purposes of
(i) accepting, on behalf of the Corporation, liquor brought into the Province within the meaning of this section,
(ii) collecting, on behalf of the Corporation, the markup provided for in section 16 in relation to that liquor,
(iii) selling and releasing, on behalf of the Corporation, to the person bringing the liquor into the Province, on the payment of the markup, the liquor in relation to which the markup is paid, and
(iv) detaining the liquor on behalf of the Corporation and releasing it to the Corporation if the markup is not paid by the person bringing the liquor into the Province;
(b) authorizing, in such circumstances and on such conditions as may be specified in the agreement, the payment, on behalf of the Corporation, to a person who has paid the markup, of a refund of any or all of the markup collected in accordance with subparagraph (a)(ii) and the agreement;
(c) requiring, in such manner and at such time or times as may be specified in the agreement, the remittance to the Corporation of the markup collected in accordance with subparagraph (a)(ii) and the agreement;
(d) respecting forms to be used in relation to liquor brought into the Province within the meaning of this section; and
(e) respecting any other matter in relation to the markup to be collected in relation to liquor brought into the Province within the meaning of this section.
1992, c.42, s.1
By-laws re markups
16The Corporation may, by by-law, establish a formula by which the markup to be collected in relation to liquor brought into the Province within the meaning of section 15 and the value of the liquor to which the markup is to be applied are to be calculated for the purposes of section 15.
1992, c.42, s.1
Regulations
17The Lieutenant-Governor in Council may make regulations respecting any matter considered necessary to carry out the agreement entered into under section 15.
1992, c.42, s.1
FINANCIAL
Fiscal year
18The fiscal year of the Corporation ends on the Sunday closest to March 31 in each year or at such other time as may be prescribed by the Lieutenant-Governor in Council.
R.S.1973, c.N-6.1, s.13; 2013, c.17, s.8
Money from sales
19The 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 operated by one of its subsidiaries,
(c) from all other business in which one of its subsidiaries is engaged, and
(d) that otherwise accrues through the administration of this Act.
R.S.1973, c.N-6.1, s.14 ; 2018, c.5, s.5; 2022, c.5, s.6
Maintaining of accounts
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 and Treasury Board.
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.
R.S.1973, c.N-6.1, s.15 ; 2018, c.5, s.6; 2019, c.29, s.103
Budget
21(1)Before February 28 in each year, the Board shall prepare and submit to the Treasury Board a budget containing estimates of the amounts required for working capital and for capital expenditures required during the next fiscal year for the purposes of the Corporation and forecasting the estimated net profit of the Corporation for the next fiscal year.
21(2)The Secretary to Treasury Board may make a report on the budget, containing such recommendations as he or she considers appropriate, to the chair of the Board within 30 days after receipt of the budget.
21(3)If in any fiscal year it appears that the actual revenue or expenditure of the Corporation is likely to be substantially greater or less than estimated in its budget, the Board shall submit to the Treasury Board a revised budget containing the particulars required under subsection (1).
21(4)All outlays and expenditures of a capital nature in excess of $500,000 shall be approved in advance by the Treasury Board.
21(5)The Board shall submit to the Minister of Finance and Treasury Board, at such times as the Minister may prescribe, reports setting out the net profit and net profit forecasts of the Corporation, and the reports shall contain such information as the Minister may prescribe.
21(6)The Board shall submit to the Minister of Finance and Treasury Board, at such times as the Minister may prescribe,
(a) a strategic plan for the Corporation, and
(b) an annual plan for the Corporation.
R.S.1973, c.N-6.1, s.16; 1979, c.49, s.1; 1984, c.44, s.16; 2002, c.7, s.5; 2013, c.17, s.9; 2016, c.28, s.86; 2016, c.37, s.123; 2019, c.29, s.103
Power to borrow, guarantee loans and advance sums
22(1)The Corporation or one of its subsidiaries may, with the approval of the Minister of Finance and Treasury Board, 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.
22(2)The Lieutenant-Governor in Council may, on such terms and conditions as he or she considers expedient, authorize the guarantee by the Minister of Finance and Treasury Board, on behalf of the Crown in right of the Province, of the repayment of all money borrowed by the Corporation or any of its subsidiaries under this section, and the guarantee, when given, renders the Crown in right of the Province liable for the repayment of the money so borrowed, and is conclusive evidence of the liability of the Province.
22(3)The Minister of Finance and Treasury Board 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).
22(4)The Corporation or its subsidiary, as the case may be, shall repay all sums advanced by the Minister of Finance and Treasury Board 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.
R.S.1973, c.N-6.1, s.17; 2018, c.5, s.7; 2019, c.29, s.103
Audits
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 and Treasury Board 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 and Treasury Board 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.
R.S.1973, c.N-6.1, s.18; 2013, c.17, s.10; 2016, c.28, s.87; 2018, c.5, s.8; 2019, c.29, s.103
Reserve funds
24(1)From the profits arising under this Act, as certified by the Minister of Finance and Treasury Board, there shall be taken such sums as may be determined by the Lieutenant-Governor in Council for the creation of a reserve fund to repay money borrowed under section 22.
24(2)The net profits remaining after providing the sums required for purposes of the reserve fund are to be paid into the Consolidated Fund in the manner and at the times prescribed by the Minister of Finance and Treasury Board.
R.S.1973, c.N-6.1, s.19; 2019, c.29, s.103
Audit to be tabled
25(1)The Corporation shall, within five months after the end of its fiscal year, submit to the Minister of Finance and Treasury Board, in the form that the Minister directs,
(a) an audited report of its business for that fiscal year, and
(b) an audited report of the business of each of its subsidiaries, if any, for that fiscal year.
25(2)The Minister of Finance and Treasury Board shall lay the audited reports before the Legislative Assembly if it is in session or, if not, at the next ensuing session.
R.S.1973, c.N-6.1, s.20; 2016, c.28, s.88; 2018, c.5, s.9; 2019, c.29, s.103
Immunity
2018, c.5, s.10
26No 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;
(c) any other member or former member of the board of directors of the Corporation or a subsidiary; and
(d) any employee or former employee of the Corporation or of a subsidiary.
2018, c.5, s.10
N.B. This Act was proclaimed and came into force February 9, 2017.
N.B. This Act is consolidated to June 16, 2023.