S-12 - Act respecting the Société de récupération, d’exploitation et de développement forestiers du Québec

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chapter S-12
Act respecting the Société de récupération, d’exploitation et de développement forestiers du Québec
REXFORJune 20 1998July 2 1998
Repealed, 1998, c. 45, s. 5.
1998, c. 45, s. 5.
1. A joint-stock company, hereinafter called “the Company” is incorporated under the name of “Société de récupération, d’exploitation et de développement forestiers du Québec”.
The Company may also be designated by the name of “REXFOR”.
1973, c. 21, s. 1; 1977, c. 5, s. 14.
2. The Company shall have its corporate seat within the territory of the Communauté urbaine de Québec, but may transfer it to another place with the approval of the Government; this change shall come into force on publication of a notice to that effect in the Gazette officielle du Québec.
1973, c. 21, s. 2; 1977, c. 5, s. 14.
3. The objects of the Company are:
(a)  to salvage and exploit the forested areas of the public domain designated to it by the Government and to carry out and direct the research required for these purposes;
(b)  to revalorize by any appropriate sylvicultural measure, preserve and protect forest and land intended for forest use indicated by the Government;
(c)  to encourage the establishment and development of the forest industry, including forest industry equipment, and the creation of employment.
For those purposes, the Company may act as an adviser and provide services in fields within its competence.
1973, c. 21, s. 3; 1996, c. 24, s. 1.
4. The authorized capital of the Company shall be $400,000,000.
It shall be divided into 4,000,000 common shares of the par value of $100 each.
1973, c. 21, s. 4; 1977, c. 34, s. 1; 1984, c. 18, s. 1; 1990, c. 16, s. 1; 1996, c. 24, s. 2.
5. The shares of the Company shall form part of the public domain and shall be allotted to the Minister of Finance.
1973, c. 21, s. 5.
6. The Minister of Finance shall pay to the Company, out of the consolidated revenue fund, during the 1973/1974 fiscal year, an amount of $5 000 000 for 50,000 fully paid-up shares of its capital stock and, during each of the next four fiscal years, an amount of $1 250 000 for 12,500 fully paid-up shares of its capital stock.
The Minister of Finance shall also pay to the Company, out of the consolidated revenue fund, during each of the 1978/1979, 1979/1980 and 1980/1981 fiscal years, an amount of $1 250 000 for 12,500 fully paid-up shares of its capital stock.
The Company shall issue share certificates to the Minister in return for such payments.
1973, c. 21, s. 6; 1977, c. 34, s. 2.
7. The Minister of Finance may pay to the Company, out of the consolidated revenue fund, with prior approval of the Government and to carry out the special projects designated by the Government, an amount of $15 000 000 for 150,000 fully paid-up shares of its capital stock for which a certificate shall be issued to him in return for such payment.
Such payment may be made, in one or several instalments, before the end of the 1977/1978 fiscal year; if it is made in several instalments, each of them must be submitted for the approval contemplated in the first paragraph.
The Minister of Finance may, in addition, pay to the Company, out of the consolidated revenue fund, with prior approval of the Government and to carry out the special projects designated by the Government, an amount of $30 000 000 for 300,000 fully paid-up shares of its capital stock for which a certificate shall be issued to him in return for such payment.
Such payment may be made, in one or several instalments, before the end of the 1980/1981 fiscal year; if it is made in several instalments, each of them must be submitted for the approval contemplated in the third paragraph.
1973, c. 21, s. 7; 1977, c. 34, s. 3.
7.1. The Minister of Finance may pay to the Company, out of the consolidated revenue fund, with prior approval of the Government, an amount of $66 250 000 for 662 500 fully paid-up shares of its capital stock, for which a certificate shall be issued to him in return for such payment.
Such payment may be made in one or several instalments. If it is made in several instalments, each of them must be submitted of the approval contemplated in the first paragraph.
1984, c. 18, s. 2.
7.2. The Minister of Finance may pay to the Company, out of the consolidated revenue fund, with prior approval of the Government, an amount of $175 000 000 for 1 750 000 fully paid-up shares of its capital stock for which a certificate shall be issued to him in return for such payment.
Such payment may be made in one or several instalments; if it is made in several instalments, each of them must be submitted for the approval contemplated in the first paragraph.
1990, c. 16, s. 2.
7.3. The Minister of Finance may pay to the Company, out of the consolidated revenue fund and with prior approval of the Government, an amount of $100,000,000 for 1,000,000 fully paid-up shares of its capital stock, for which a certificate shall be issued to him in return for such payment.
Such payment may be made in one or several instalments. If it is made in several instalments, each of them must be submitted for the approval contemplated in the first paragraph.
1996, c. 24, s. 3.
7.4. After a reduction of share capital and a repayment of capital are effected under the Act respecting the reduction of the share capital of legal persons established in the public interest and of their subsidiaries (chapter R-2.2.1), the Minister of Finance may also pay to the Company, out of the consolidated revenue fund, with prior approval of the Government and on the conditions it determines, an amount not exceeding the difference between the Company’s authorized capital and its issued and paid-up capital, for fully paid-up shares of its capital stock at par value and for which certificates shall be issued to him by the Company.
1996, c. 24, s. 3.
8. The Company must use the amounts paid to it under section 7 to carry out the special projects designated by the Government and not to carry out other projects or for its current operations.
1973, c. 21, s. 8.
9. Every order of the Government dealing with a payment contemplated in sections 7 to 7.4 must be tabled, within 15 days after being made, before the National Assembly if it is sitting or, if it is not sitting, within 15 days after the opening of the next session or resumption.
1973, c. 21, s. 9; 1984, c. 18, s. 3; 1990, c. 16, s. 3; 1996, c. 24, s. 4.
10. The Company’s affairs are administered by a board of directors composed of the president of the Company and of not fewer than six nor more than eight other members.
The members of the board of directors are the directors of the Company within the meaning of the Companies Act.
1973, c. 21, s. 10; 1977, c. 5, s. 14; 1979, c. 8, s. 1.
11. The president of the Company and the other members of the board of directors are appointed by the Government for a periode not exceeding five years.
At the end of his term, a member of the board of directors remains in office until he is replaced or reappointed.
1973, c. 21, s. 11; 1979, c. 8, s. 2; 1996, c. 24, s. 5.
11.1. The Government shall appoint, from among the members of the board of directors, a chairman and a vice-chairman of the board.
The Government may appoint the same person to act as president of the Company and chairman of the board of directors.
1979, c. 8, s. 3; 1996, c. 24, s. 5.
11.2. If a member of the board of directors is absent or unable to act, the member may be replaced by a person appointed by the Government to perform his duties while he is absent or unable to act.
1996, c. 24, s. 5.
11.3. The president of the Company is responsible for the administration and direction of the Company within the scope of its by-laws and policies.
The chairman of the board of directors shall preside at meetings of the board, see to the proper conduct of its business and perform any other duties assigned to him by the by-laws of the Company or by the board of directors. The vice-chairman shall perform the duties of the chairman of the board whenever the chairman is absent.
1996, c. 24, s. 5.
12. The Government shall fix the remuneration, social benefits and other conditions of employment of the president of the Company.
The other members of the board of directors shall receive no remuneration, except in the cases, on the conditions and to the extent that may be determined by the Government. They are, however, entitled to the reimbursement of expenses incurred in the performance of their duties, on the conditions and to the extent determined by the Government.
1973, c. 21, s. 12; 1979, c. 8, s. 4; 1996, c. 24, s. 5.
13. At least two-thirds of the directors must be domiciled in Québec. A person need not be a shareholder to be a director of the Company.
1973, c. 21, s. 13; 1979, c. 8, s. 5.
14. A member of the board of directors having an interest in an undertaking putting his personal interest in conflict with the Company’s interest shall, under pain of forfeiture of office, disclose it in writing to the Company and refrain from participating in any decision dealing with the undertaking in which he has an interest.
Neither the president of the Company nor any other officer or employee of the Company may, under pain of forfeiture of office, have a direct or indirect interest in an undertaking putting his personal interest in conflict with the Company’s interest. Such forfeiture does not occur, however, if such an interest devolves to him by succession or gift, provided that he renounces or disposes of it with all possible dispatch.
1973, c. 21, s. 14; 1979, c. 8, s. 6; 1996, c. 24, s. 6.
15. (Repealed).
1973, c. 21, s. 15; 1979, c. 8, s. 7; 1990, c. 16, s. 4; 1996, c. 24, s. 7.
15.1. (Repealed).
1990, c. 16, s. 4; 1996, c. 24, s. 7.
16. (Repealed).
1973, c. 21, s. 16; 1979, c. 8, s. 8.
17. Neither the Company nor any of its subsidiaries in which it holds more than 50 % of the shares or stock may, without the approval of the Government,
(a)  (subparagraph repealed);
(b)  acquire or hold shares or stock of any company beyond the limits of or contrary to the terms and conditions determined by the Government;
(c)  transfer shares or stock of any company beyond the limits of or contrary to the terms and conditions determined by the Government;
(d)  contract a loan which brings the total of the sums borrowed by them and outstanding to more than the amount determined by the Government;
(e)  grant loans or make any other financial commitment beyond the limits of or contrary to the terms and conditions determined by the Government;
(f)  acquire property for the purpose of reselling or renting it to owners of forest undertakings, if the total cost of all such acquisitions in the same fiscal year exceeds the amount determined by the Government;
(g)  acquire or transfer assets of any company beyond the limits of or contrary to the terms and conditions determined by the Government.
The amounts, limits and terms and conditions fixed under this section may apply to the group consisting of the Company and its subsidiaries or to one or several of these companies.
This section does not apply to transactions effected between the Company and its subsidiaries or between the subsidiaries.
1973, c. 21, s. 17; 1990, c. 16, s. 5; 1996, c. 24, s. 8.
17.1. The Company may make by-laws respecting the exercise of its powers and its internal management. These by-laws come into force on the date of their approval by the Government or on any later date determined by the Government.
The by-laws need not be confirmed by the shareholder.
1990, c. 16, s. 5; 1996, c. 24, s. 9.
18. (Repealed).
1973, c. 21, s. 18; 1983, c. 54, s. 78.
19. The Company and each of its subsidiaries in which it holds more than 50 % of the shares or stock may
(a)  make agreements with any person or any public or private body to contribute toward the supplying of raw materials to forest industries and the stabilization of such industries;
(b)  make agreements with any person or any public or private body respecting the cutting, barking, sawing, machine finishing or sale of wood or wood products;
(c)  make agreements with any person or any public or private body to revalorize and protect the forests and the land contemplated in paragraph b of section 3;
(d)  make agreements with any person and any public or private body, to promote the establishment and development of the forest industry, including forest industry equipment, and the creation of employment;
(e)  with the approval of the Minister of Natural Resources, make agreements with any person or any public or private body to diffuse Québec expertise in matters within its competence.
The approval required by subparagraph e of the first paragraph does not apply to agreements made between the Company and its subsidiaries or between the subsidiaries.
1973, c. 21, s. 19; 1979, c. 8, s. 9; 1979, c. 81, s. 20; 1990, c. 16, s. 6; 1990, c. 64, s. 24; 1994, c. 13, s. 16; 1996, c. 24, s. 10.
19.1. The Minister of Natural Resources may, within the scope of the responsibilities and powers entrusted to him, issue guidelines on the objectives and orientation of the Company in the carrying out of the duties entrusted to it by law.
Those guidelines must be submitted to the Government for approval. If they are thus approved, they are binding upon the Company, which must comply with them.
Every guideline issued under this section must be tabled before the National Assembly, if it is in session, within 15 days of its approval by the Government. If the guideline is issued while the National Assembly is not in session, the guideline must be tabled within 15 days of the opening of the next session or within 15 days of resumption, as the case may be.
1979, c. 8, s. 10; 1979, c. 81, s. 20; 1990, c. 64, s. 24; 1994, c. 13, s. 16.
20. Dividends paid by the Company shall be fixed by the Government.
1973, c. 21, s. 20; 1990, c. 16, s. 7.
21. (Repealed).
1973, c. 21, s. 21; 1977, c. 5, s. 14; 1990, c. 16, s. 8.
22. The Government may, on such conditions as it determines:
(a)  guarantee the payment in principal and interest of any loan of the Company or of a subsidiary of which it holds more than 50 % of the shares, and the carrying out of any of the obligations of the Company or of any such subsidiary;
(b)  (subparagraph repealed);
(c)  authorize the Minister of Finance to advance to the Company or to a subsidiary contemplated in subparagraph a any amount considered necessary for the exercise of the powers of the Company or of such a subsidiary, at such rate of interest, for such period and on such other conditions as the Government determines.
The sums that the Government may be called upon to pay under those guarantees or that the Minister of Finance advances to the Company or to a subsidiary are taken out of the consolidated revenue fund.
1973, c. 21, s. 22; 1977, c. 5, s. 14; 1979, c. 8, s. 11; 1996, c. 24, s. 11.
23. The Company’s fiscal year shall end on the 31st of March of each year.
1973, c. 21, s. 23.
24. Before the beginning of each fiscal year, the Company shall prepare an investment budget and an operating budget and transmit them to the Minister of Finance.
1973, c. 21, s. 24; 1977, c. 5, s. 14; 1990, c. 16, s. 9.
24.1. The Company shall establish a development plan, including the activities of its subsidiaries, in the form, with the content and at the intervals fixed by the Government.
The development plan shall be submitted to the Government for approval.
1979, c. 8, s. 12; 1990, c. 16, s. 9.
25. Not later than 31 July of each year, the Company shall make to the Minister of Natural Resources a report on its activities for the previous fiscal year. Such report shall contain all the information which the Minister may prescribe and that annually supplied to shareholders by directors as prescribed in the Companies Act (chapter C-38).
Such report shall be laid before the National Assembly if it is in session or, if not, within 30 days of the opening of the next session.
In addition, the Company must, at any time, give to the Minister of Natural Resources any information on its activities that he may require.
1973, c. 21, s. 25; 1979, c. 81, s. 20; 1990, c. 64, s. 24; 1994, c. 13, s. 16; 1996, c. 24, s. 12.
26. The accounts of the Company shall be audited by the Auditor General once a year and also whenever the Government so orders.
1973, c. 21, s. 26.
27. Sections 158 to 162 of the Companies Act shall not apply to the Company.
1973, c. 21, s. 27.
27.1. The Act respecting the Government and Public Employees Retirement Plan (chapter R-10) applies to the employees of the Company, but only in respect of regular employees.
1991, c. 50, s. 1.
28. The Minister of Natural Resources shall have charge of the carrying out of this Act.
1973, c. 21, s. 29; 1979, c. 81, s. 20; 1990, c. 64, s. 24; 1994, c. 13, s. 16.
29. (This section ceased to have effect on 17 April 1987).
1982, c. 21, s. 1; U. K., 1982, c. 11, Sch. B, Part I, s. 33.
REPEAL SCHEDULES

In accordance with section 17 of the Act respecting the consolidation of the statutes (chapter R-3), chapter 21 of the statutes of 1973, in force on 31 December 1977, is repealed, except sections 30 to 34 and 36, effective from the coming into force of chapter S-12 of the Revised Statutes.

In accordance with section 17 of the Act respecting the consolidation of the statutes and regulations (chapter R-3), section 11a of chapter 21 of the statutes of 1973, in force on 1 November 1980, is repealed effective from the coming into force of the updating to 1 November 1980 of chapter S-12 of the Revised Statutes.