S-10 - Act respecting the Société de développement coopératif

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chapter S-10
Act respecting the Société de développement coopératif
SOCIÉTÉ DE DÉVELOPPEMENT COOPÉRATIFMay 23 1984June 6 1984
Chapter S-10 is replaced by the Act respecting the Société de développement des coopératives (chapter S-10.001). (1984, c. 8, s. 41).
1984, c. 8, s. 41.
DIVISION I
DEFINITIONS
1. In this Act, unless the context indicates a different meaning,
(a)  Conseil de la coopération du Québec means the Conseil de la coopération du Québec incorporated 8 January 1940 by letters patent granted under Part III of the Companies Act (chapter C-38);
(b)  subscribing cooperator means a federation of savings and credit unions incorporated under the Savings and Credit Unions Act (chapter C-4) or a member of the Conseil de la coopération du Québec paying, in conformity with this Act;
(c)  cooperative undertaking means a cooperative governed by the Cooperatives Act (chapter C-67.2), a cooperative syndicate incorporated under the Cooperative Syndicates Act (chapter S-38) for economic purposes other than credit and providence and a federation of cooperatives or a confederation of federations of those cooperatives;
(d)  Minister means the Minister of Financial Institutions and Cooperatives;
(e)  corporation means the Société de développement coopératif incorporated under this Act.
1977, c. 69, s. 1; 1981, c. 9, s. 24; 1982, c. 26, s. 321.
DIVISION II
INCORPORATION AND ORGANIZATION
2. A body, hereinafter called “the corporation”, is incorporated under the name of “Société de développement coopératif”.
1977, c. 69, s. 2.
3. The corporation is a corporation within the meaning of the Civil Code and has the general powers of such a corporation and the special powers conferred upon it by this act.
1977, c. 69, s. 3.
4. The head office of the corporation is in the territory of the Communauté urbaine de Québec, but it may be transferred to another place in Québec with the approval of the Government; such change shall come into force upon publication of a notice thereof in Gazette officielle du Québec.
1977, c. 69, s. 4.
5. The corporation may hold its sittings anywhere in Québec.
1977, c. 69, s. 5.
6. The object of the corporation is to supply cooperative undertakings with financial assistance and any service designed to aid in their establishment and development.
1977, c. 69, s. 6.
7. The affairs of the corporation shall be administered by a board of eleven directors.
1977, c. 69, s. 7.
8. No one shall be a member of the board of directors of the corporation unless he is domiciled in Québec.
1977, c. 69, s. 8.
9. The Government shall appoint five members to the board of directors upon the recommendation of the Conseil de la coopération du Québec, and one other member, to be chosen from a list of five members of one or more cooperative undertakings not affiliated with a federation.
The list shall be forwarded by the Conseil de la coopération du Québec as soon as possible after 12 October 1977 and, thereafter, before the first of February preceding the expiry of the term of office of the member to be replaced.
1977, c. 69, s. 9.
10. Five other members shall be appointed by the Government.
1977, c. 69, s. 10.
11. Should the Conseil de la coopération du Québec fail to comply with sections 9 and 13, the Government shall itself appoint the persons it deems representative of the cooperative field.
1977, c. 69, s. 11.
12. The members of the board of directors shall be appointed for two fiscal years of the corporation.
1977, c. 69, s. 12.
13. The first member of the board of directors shall be appointed as soon as possible after 12 October 1977 and shall remain in office for the period between the date of their appointment and 31 March following the twelve month period beginning with the date of that appointment.
1977, c. 69, s. 13.
14. The members of the board of directors shall remain in office notwithstanding the expiry of their term of office, until they are reappointed or replaced. However, they shall not be so appointed or replaced except for the unexpired portion of the period contemplated in section 12.
1977, c. 69, s. 14.
15. Where a vacancy occurs among the members of the board of directors, the Government shall fill the vacancy by proceeding according to sections 9 and 10.
1977, c. 69, s. 15.
16. Every vacancy among the members of the board of directors shall be filled for only the unexpired portion of the term of office of the member to be replaced.
1977, c. 69, s. 16.
17. The Government shall fix the salary or, if necessary, the additional salary, allowances and fees of the members of the board of directors.
1977, c. 69, s. 17.
18. The members of the board of directors shall elect each year from among their number a chairman and a vice-chairman of the corporation, and every officer whose election is provided for in the regulations.
1977, c. 69, s. 18.
19. The chairman shall see that the decisions of the board of directors are carried out.
If the chairman is absent or temporarily unable to act, he shall be replaced by the vice-chairman.
1977, c. 69, s. 19.
20. The board of directors shall appoint five of its members, including at least three of those contemplated in section 9, to be an executive committee. The chairman of the corporation is, exofficio, a member and the chairman of the executive committee.
The executive committee shall exercise the powers assigned to it by the internal management by-laws of the corporation.
1977, c. 69, s. 20.
21. The board of directors shall meet at least bi-monthly, and the executive committee, at least monthly.
1977, c. 69, s. 21.
22. The chairman of the corporation or two members of the board of directors may call a meeting of the board of directors; the chairman of the executive committee or two members thereof may call a meeting of the executive committee.
1977, c. 69, s. 22.
23. Six members are a quorum of the board of directors. Three members are a quorum of the executive committee.
1977, c. 69, s. 23.
24. The minutes of the sittings of the board of directors or of the executive committee, signed by the chairman of the corporation or by any other person authorized therefor by the internal management by-laws of the corporation, are primafacie proof of their contents.
1977, c. 69, s. 24.
25. The corporation may make by-laws for its internal management and administration.
These by-laws shall be submitted for approval to the Minister, and come into force on the date of that approval.
1977, c. 69, s. 25.
26. No director shall, on pain of forfeiture of office, have a direct or indirect interest in an undertaking, other than a cooperative undertaking, creating a conflict between his personal interest and that of the corporation.
However, he shall not be removed from office if such an interest devolves to him by succession or gift, provided he renounces or disposes of it with all possible dispatch.
Every director having a direct or indirect interest in a cooperative undertaking with which the corporation is or intends to become engaged in business dealings shall, on pain of forfeiture of office, mention such interest and refrain from voting on any question in connection with that cooperative undertaking.
1977, c. 69, s. 26.
DIVISION III
FINANCIAL ASSISTANCE
27. The Minister of Finance shall advance to the corporation, out of the consolidated revenue fund, $700,000 during the fiscal year of the Government ending 31 March 1978, $600,000 during the fiscal year of the Government ending 31 March 1979, $5 000 000 for the fiscal year ending 31 March 1980 and $2 000 000 for each of the four subsequent fiscal years.
In addition to the advances provided for in the first paragraph, the Minister of Finance may, with the authorization of the Government, pay to the corporation, out of the consolidated revenue fund, advances not exceeding $12 000 000 in all for the fiscal years ending 31 March 1981, 1982, 1983 and 1984.
1977, c. 69, s. 27; 1979, c. 40, s. 1.
28. The obligation devolving on the Minister of Finance under the first paragraph of section 27 applies only if the subscribing cooperators advance on their part to the corporation an amount of $300,000 during the fiscal year of the corporation ending 31 March 1978, $400,000 during the fiscal year of the corporation ending 31 March 1979 and at least $500 000 for each fiscal year ending 31 March 1980, 1981, 1982, 1983 and 1984.
1977, c. 69, s. 28; 1979, c. 40, s. 2.
29. By means of such amounts advanced, the corporation may, to achieve its objects, make loans to a cooperative undertaking, subscribe common or preferred shares of the capital stock of a cooperative undertaking or guarantee the repayment of a loan made to such an undertaking.
The corporation may also acquire real property required for the operation of a cooperative undertaking, for the purpose of selling or leasing it to a cooperative undertaking which previously committed itself to buying or leasing it from the corporation, on the conditions determined by the corporation.
The corporation may also acquire shares in a corporation the objects of which are the acquisition and management or development of real property, with a view to selling or leasing it to a cooperative undertaking. It may also advance amounts to a corporation having the same objects.
A corporation to which the corporation has advanced an amount or in which the corporation has acquired shares shall not, except with the authorization of the corporation and of the Minister, sell or lease real property to a person other than a cooperative undertaking nor otherwise alienate real property to a person other than a cooperative undertaking, a subscribing cooperator or a savings and credit union
(a)  if, at the time that corporation acquired the property, the corporation was one of its shareholders or if, at that time, an amount advanced to it by the corporation had not been repaid; or
(b)  if, at the time that corporation sells, leases or otherwise alienates the property, the corporation is one of its shareholders, or if, at that time, an amount advanced to it by the corporation has not been repaid.
The corporation shall not sell or otherwise dispose of its shares in that corporation except to a cooperative undertaking or a subscribing cooperator.
1977, c. 69, s. 29; 1979, c. 40, s. 3; 1979, c. 55, s. 1.
30. The corporation shall not subscribe capital stock of a single cooperative undertaking for an amount greater than three times the total amount of the common or preferred shares, otherwise subscribed and paid-up, of the capital stock of that undertaking.
For the purposes of the preceding paragraph, the total amount of the common or preferred shares subscribed and paid-up must not include the amount of the common or preferred shares previously subscribed by the corporation.
1977, c. 69, s. 30.
31. The total financial assistance granted by the corporation in a fiscal year to a single cooperative undertaking under the first paragraph of section 29 shall not exceed $500,000.
1977, c. 69, s. 31; 1979, c. 40, s. 4.
32. The total amount of the loans guaranteed by hypothec which may be granted by the corporation in a fiscal year shall not exceed $500,000 in addition to the sums from the repayment of those hypothecary loans, which may be re-used for the same purpose.
1977, c. 69, s. 32; 1979, c. 40, s. 5.
33. When the corporation guarantees the repayment of a loan granted to a cooperative undertaking, it shall set aside and keep for the duration of that guarantee a reserve fund equivalent to at least 50% of the amount of the guarantee.
1977, c. 69, s. 33; 1979, c. 40, s. 6.
34. The corporation may require a cooperative undertaking to which it has granted financial assistance, to convene and admit to the sittings of its board of directors, for a stated time, and observer designated by the corporation.
1977, c. 69, s. 34.
DIVISION IV
SERVICES
35. The Minister of Finance may pay to the corporation, out of the consolidated revenue fund, for the fiscal year of the Government ending 31 March 1978, and for the fiscal year ending 31 March 1979, the sum of $400,000.
Furthermore, the Minister of Finance shall pay to the corporation, out of the consolidated revenue fund, the sum of $1 000 000 for each fiscal year ending 31 March 1980, 1981, 1982, 1983 and 1984.
1977, c. 69, s. 35; 1979, c. 40, s. 7.
36. The Minister may also pay to the corporation, out of the appropriations voted each year for that purpose by the National Assembly, any sum additional to those paid under section 35, provided that the subscribing cooperators have agreed to pay an equivalent amount on the same conditions.
1977, c. 69, s. 36; 1979, c. 40, s. 8.
37. The sums paid by the Minister of Finance or the Minister under sections 35 and 36 shall be used to meet the administrative expenses and all other expenses of the corporation incurred for the carrying out of this division.
1977, c. 69, s. 37.
38. To achieve its objects, the corporation may, free of charge or for a consideration:
(a)  supply technical assistance and consulting services to cooperative undertakings;
(b)  offer training programmes for the directors, officers and employees of cooperative undertakings;
(c)  for the members of cooperative undertakings or the persons intending to set up such undertakings, collect, analyse, publish and distribute information, and supply consulting services, on:
i.  the techniques, methods and practices necessary to administer a cooperative undertaking;
ii.  the government programmes of assistance and promotion for various forms of undertakings;
iii.  any other forms of assistance to undertakings;
(d)  temporarily assume, at the request of a cooperative undertaking in difficulty, a part or the whole of the management of that undertaking;
(e)  supervise the management of a cooperative undertaking to which it has granted or intends to grant financial assistance.
1977, c. 69, s. 38.
39. The corporation may cooperate with any body dedicated to the development of undertakings, in order to coordinate training and assistance programmes offered to members of cooperative undertakings.
1977, c. 69, s. 39.
40. The corporation may assume the expenses, excluding interest, connected with the financial assistance contemplated in Division III, as technical assistance.
1977, c. 69, s. 40.
DIVISION V
LOANS AND INVESTMENTS
41. The corporation shall not borrow except to acquire real property for its own use, for the application of the second paragraph of section 29 or to meet its temporary cash needs.
1977, c. 69, s. 41; 1979, c. 40, s. 9.
42. The sums the corporation cannot use immediately in the pursuit of its objects may be invested in bonds or other evidences of indebtedness, provided their term is not over one year and repayment of capital and interest is guaranteed or insured by the Government of Québec or of Canada.
1977, c. 69, s. 42.
43. Moneys neither used nor invested by the corporation shall be deposited in a bank or in an institution registered with the Régie de l’assurance-dépôts du Québec.
1977, c. 69, s. 43.
DIVISION VI
MISCELLANEOUS PROVISIONS
44. The corporation shall not acquire or hold real property except for its own use, for the application of the second paragraph of section 29, or to secure total or partial payment of any sum owed to it. In this last case, it shall dispose of the real property so acquired within a delay of three years, which may be extended by the Minister.
1977, c. 69, s. 44; 1979, c. 40, s. 10.
45. The fiscal year of the corporation ends 31 March each year.
1977, c. 69, s. 45.
46. Before the commencement of each fiscal year, the corporation shall prepare, and submit for approval to the Government, on the date and in the form and tenor determined by it, a plan of financial assistance as contemplated in Division III and a budget of the expenses contemplated in Division IV.
1977, c. 69, s. 46; 1979, c. 40, s. 11.
47. Without restricting the application of the Financial Administration Act (chapter A-6), the corporation shall, quarterly, send to the Minister a statement of its revenues and expenditures and a statement of their correlation with the budgetary estimates of the corporation.
1977, c. 69, s. 47.
48. The corporation shall also provide the Minister, at his request and within such delay as he may fix, a report on any matter respecting its operations.
1977, c. 69, s. 48.
49. The books and accounts of the corporation shall be audited by an accountant who is a member in good standing of the Ordre des comptables agréés du Québec.
1977, c. 69, s. 49; 1977, c. 5, s. 229.
50. Not later than 30 June each year, the corporation shall supply the Minister and the subscribing cooperators with the financial statements and a report of its operations for the preceding fiscal year. That report shall be tabled in the National Assembly within thirty days if it is in session, or, if it is not in session, within ten days after the opening of the next session.
1977, c. 69, s. 50.
DIVISION VII
FINAL PROVISIONS
51. The Minister is responsible for the administration of this act.
1977, c. 69, s. 51.
52. This Act shall operate notwithstanding the provisions of sections 2 and 7 to 15 of the Constitution Act, 1982 (Schedule B of the Canada Act, chapter 11 in the 1982 volume of the Acts of the Parliament of the United Kingdom).
1982, c. 21, s. 1.
REPEAL SCHEDULE

In accordance with section 17 of the Act respecting the consolidation of the statutes (chapter R-3), chapter 69 of the statutes of 1977, in force on 31 December 1977, is repealed, except section 52, effective from the coming into force of chapter S-10 of the Revised Statutes.