S-17.01 - Act respecting the Société générale des industries culturelles

Table of contents
Full text
chapter S-17.01
Act respecting the Société générale des industries culturelles
SOGICJune 17 1994April 1 1995
Chapter S-17.01 is replaced by the Act respecting the Société de développement des entreprises culturelles (chapter S-10.002). (1994, c. 21, s. 64).
1982, c. 14, s. 2; 1987, c. 71, s. 36; 1994, c. 21, s. 64.
DIVISION I
ESTABLISHMENT OF THE COMPANY
1. A joint stock company, hereinafter called “the company” is incorporated under the name of “Société québécoise de développement des industries culturelles”.
From 8 April 1982, the company shall be called Société de développement des industries de la culture et des communications or referred to under the initials SODICC .
From 30 March 1988, the company shall be called “Société générale des industries culturelles” or referred to under the initials “SOGIC”.
1978, c. 24, s. 1; 1982, c. 14, s. 1; 1987, c. 71, s. 37.
2. The company has its head office at the place determined by the Government; notice of the location or of any change of the head office is published in the Gazette officielle du Québec.
The company may hold its sittings anywhere in Québec.
1978, c. 24, s. 2.
3. The company has the rights and privileges of a mandatary of the Government.
The property of the company forms part of the public domain but the performance of its obligations may be levied against its property.
The company binds none but itself when it acts in its own name.
1978, c. 24, s. 3.
4. The objects of the company are:
(a)  to promote the creation and development of undertakings engaged in the fields of
(1)  book publishing;
(1.1)  cinema;
(2)  communication services, including television, radio, cable service, videotapes, audio-visual production, newspapers, periodicals and software;
(3)  recording, video-recording and video-cassettes;
(4)  performing arts, including theatre, entertainment, music, dance and singing;
(5)  arts and crafts;
(6)  immoveable cultural property;
(7)  any nature designated by regulation of the Government;
(b)  to contribute to the increase of the quality, genuineness and competitiveness of the productions of those undertakings, and to ensure their distribution.
Every draft regulation contemplated in subparagraph a of the first paragraph shall be published in the Gazette officielle du Québec with a notice that it will be submitted to the Government for adoption after the expiry of not less than sixty days following such publication.
The regulation contemplated in subparagraph a of the first paragraph comes into force on the day of the publication in the Gazette officielle du Québec of a notice indicating that it has been adopted by the Government, or, if amended by the latter, on the day of the publication of its final text, or on any later date fixed in the notice or final text.
1978, c. 24, s. 4; 1980, c. 11, s. 120; 1982, c. 14, s. 3; 1987, c. 71, s. 38.
4.1. The company shall also have the functions and powers vested in it by Division III of Chapter II of the Cinema Act (chapter C-18.1).
The company may also, with the authorization of the Government, acquire, restore, renovate, manage or operate immovables.
1987, c. 71, s. 39.
DIVISION II
BOARD OF DIRECTORS
5. The affairs of the company shall be administered by a board of directors composed of nine members including a chairman. Not more than two of the other eight members shall be chosen from among the officers of the Government or of a Government agency. Members other than such officers shall be chosen after consultation with the cinema and cultural industries milieu.
The members of the board of directors are the directors of the company within the meaning of the Companies Act (chapter C-38).
The members of the board of directors must be domiciled in Québec but need not be shareholders.
The officers appointed under the first paragraph are not entitled to vote.
1978, c. 24, s. 5; 1982, c. 14, s. 4; 1987, c. 71, s. 40; 1994, c. 14, s. 22.
6. The members of the board of directors are appointed by the Government for a term of not more than six years.
However, excepting the chairman, four of the first members are appointed for three years.
1978, c. 24, s. 6.
7. The members of the board of directors remain in office at the expiry of their term until they are replaced or reappointed.
1978, c. 24, s. 7.
8. The chairman of the board of directors is also the president and managing director of the company.
He must see that the decisions of the board of directors are carried out and he is responsible for the direction of the company within the scope of its internal management by-laws.
1978, c. 24, s. 8.
9. If the president and managing director is temporarily absent or unable to act, the board of directors shall designate one of the vice-presidents to replace him.
1978, c. 24, s. 9; 1987, c. 71, s. 41.
10. The president and managing director and the vice-presidents appointed under section 12.1 shall devote their time exclusively to their duties of office.
1978, c. 24, s. 10; 1987, c. 71, s. 42.
11. The Government shall fix the remuneration, social benefits and other conditions of employment of the president and managing director.
The other members of the company are not remunerated, except in the cases, on the conditions and to the extent determined by the Government, but they are entitled to reimbursement for expenses incurred in the performance of their duties, on the conditions and to the extent determined by the Government.
1978, c. 24, s. 11; 1987, c. 71, s. 43.
12. Five directors of the company, including the president and managing director, are a quorum.
1978, c. 24, s. 12; 1987, c. 71, s. 44.
12.1. In addition to the members of the board of directors, the Government shall appoint two vice-presidents of the company.
The vice-presidents shall be appointed for a term not exceeding five years and shall remain in office notwithstanding the expiry of their terms until they are replaced or reappointed.
The Government shall fix the salary and the other conditions of employment of each vice-president of the company.
1987, c. 71, s. 45.
13. The minutes of the sittings of the board of directors, approved by it and certified true by the chairman or any other person authorized to do so under the internal management by-laws of the company, are authentic. The same rule applies to documents and copies emanating from the company or forming part of its records when they are so certified.
1978, c. 24, s. 13.
14. No member of the board of directors exercising his functions on a full-time basis may, under pain of forfeiture of his office, have any direct or indirect interest in an undertaking placing his personal interest in conflict with that of the company. However, that forfeiture is not incurred if such an interest devolves to him by succession or gift provided that he renounces or disposes of it with all possible dispatch.
Every other member of the board of directors having an interest in any undertaking must, under pain of forfeiture of his office, disclose it in writing to the chairman and abstain from participating in any deliberation or decision dealing with the undertaking in which he has an interest.
1978, c. 24, s. 14.
15. Every member of the board of directors must, upon entering into office and every year thereafter, forward, to the Minister of Culture and Communications and to the board of directors, a list of the interests held by him or by his spouse in any undertaking engaged in the field of cinema, culture or communication, together with a statement of the transactions having altered that list in the course of the year.
Every employee of the company is subject to this section in the cases provided for in the by-laws of the company.
The information furnished under this section is confidential, and communicating it or allowing it to be communicated to any person not legally entitled to it is prohibited.
1978, c. 24, s. 15; 1982, c. 14, s. 5; 1987, c. 71, s. 46; 1992, c. 65, s. 43; 1994, c. 14, s. 23.
16. The secretary and the other employees of the company are appointed and remunerated in accordance with the standards and scales established by by-laws of the company.
1978, c. 24, s. 16.
DIVISION III
FINANCING
17. The authorized capital of the company is $20 000 000, divided into 200 000 shares of a par value of $100 each.
1978, c. 24, s. 17; 1982, c. 14, s. 6.
18. The shares of the company form part of the public domain and are allotted to the Minister of Finance.
1978, c. 24, s. 18.
19. The Minister of Finance is authorized to pay to the company, out of the consolidated revenue fund, a sum of $10 000 000 for 100 000 fully paid-up shares of its capital stock, for which share certificates are to be issued to the Minister by the company.
1978, c. 24, s. 19; 1982, c. 14, s. 7.
19.1. The Minister of Finance is also authorized to pay to the company, out of the consolidated revenue fund, the sum of $10 000 000 for 100 000 fully paid-up shares of its capital stock for which share certificates are to be issued to the Minister by the company.
1982, c. 14, s. 8.
19.2. The payments provided for in sections 19 and 19.1 may be made in one or several instalments the amount and conditions of which are determined by the Government.
1982, c. 14, s. 8.
DIVISION IV
SPECIAL POWERS AND CONDITIONS OF EXERCISE
20. The company shall not, unless authorized by the Government,
(a)  acquire any share or property in an undertaking pursuing the same or similar purposes;
(b)  contract any loan that would increase the total amount of the sums borrowed by it and outstanding above an amount determined by the Government;
(c)  acquire or dispose of immoveables, except by way of the performance of a guarantee offered by a borrower;
(d)  make a financial engagement for a sum exceeding the amount determined by the Government;
(d.1)  grant financial assistance in a field, other than cinema, contemplated in the first paragraph of section 4;
(e)  pass by-laws concerning the exercise of its powers and its internal management.
In the case of the acquisition of shares or property contemplated in subparagraph a of the first paragraph, the order of the Government shall be tabled without delay in the National Assembly if it is sitting or, if it is not sitting, within fifteen days after the opening of the next session or, as the case may be, after resumption.
In the case of a loan contemplated in subparagraph b of the first paragraph, the Government may, on the conditions it determines, guarantee the payment in capital and interest of any loan contracted by the company. The sums required for the application of this paragraph are taken out of the consolidated revenue fund.
1978, c. 24, s. 20; 1982, c. 14, s. 9; 1987, c. 71, s. 47.
21. Where the company has authority to grant financial assistance under subparagraph d.1 of the first paragraph of section 20, it shall prepare the financial assistance plan and the programs and criteria by which the assistance is allotted. The company shall submit the plan and programs to the Minister of Culture and Communications for approval.
The company shall submit the criteria by which the assistance is allotted to the Government for approval.
1978, c. 24, s. 21; 1987, c. 71, s. 48; 1992, c. 65, s. 43; 1994, c. 14, s. 24.
21.1. Following the approvals, the Minister of Culture and Communications shall transmit to the company the sums allocated to the field indicated in the financial assistance plan.
1983, c. 37, s. 191; 1984, c. 47, s. 216; 1987, c. 71, s. 48; 1992, c. 65, s. 43; 1994, c. 14, s. 25.
21.2. The company, by regulation, may determine the form of applications for financial assistance addressed to it, the information they must contain and the documents that must accompany them, and any other requirements to be met by persons seeking financial assistance.
1987, c. 71, s. 48.
22. The dividends paid by the company shall be fixed by the Government, not by the directors.
1978, c. 24, s. 22.
23. The company may, according to law, enter into agreements with any government, or any of its departments or agencies and with any person with a view to furthering the carrying out of its duties.
1978, c. 24, s. 23; 1987, c. 71, s. 49.
24. The Minister of Culture and Communications may, within the scope of the responsibilities and powers entrusted to him and of the agreements to which he is a party, issue directives bearing on the goals and orientation of the company in the performance of the functions entrusted to it by law.
Such directives must be submitted to the Government for approval. If they are so approved, they are binding on the company, which must comply with them.
Every directive issued under this section must be tabled before the National Assembly within 15 days of its approval by the Government. If the directive is issued while the National Assembly is not sitting, the directive must be tabled before it within 15 days after the opening of the next session, or as the case may be, after resumption.
1978, c. 24, s. 24; 1992, c. 65, s. 43; 1994, c. 14, s. 26.
DIVISION V
ACCOUNTS AND REPORTS
25. The fiscal year of the company ends on 31 March each year.
1978, c. 24, s. 25.
26. Not later than 30 June each year, the company shall submit a report of its activities for the preceding fiscal year to the Minister of Culture and Communications.
That report must also contain all the information that the Minister of Culture and Communications may prescribe.
The Minister shall table that report before the National Assembly within 30 days of its receipt. If he receives it while the National Assembly is not sitting, he shall table it within 30 days after the opening of the next session or, as the case may be, after resumption.
1978, c. 24, s. 26; 1992, c. 65, s. 43; 1994, c. 14, s. 27.
27. The company must furnish the Minister of Culture and Communications with any information he may require on its activities and send him the notices of convocation and the minutes of the sittings of the board of directors.
1978, c. 24, s. 27; 1992, c. 65, s. 43; 1994, c. 14, s. 28.
28. The books and accounts of the company shall be audited each year by the Auditor General and whenever ordered by the Government.
1978, c. 24, s. 28.
29. The company must cause its development program and that of its subsidiaries to be approved each year by the Government.
The Government shall determine the form and tenor of the development program as well as the time when it must be submitted.
1978, c. 24, s. 29; 1987, c. 71, s. 50; 1994, c. 14, s. 29.
DIVISION VI
MISCELLANEOUS PROVISIONS
30. Sections 159 to 162 of the Companies Act (chapter C-38) do not apply to the company.
1978, c. 24, s. 30.
31. (Amendment integrated into c. R-10, s. 2).
1978, c. 24, s. 31.
32. This act replaces the Act respecting the guarantee of certain loans to publishers and booksellers and to amend the Québec Industrial Development Assistance Act (1975, chapter 15), except sections 28, 29, 30 and 31.
However, the said act continues to apply, as if it had not been replaced, in respect of guarantees granted under its authority and of the applications for guarantee presented to the Société de développement industriel du Québec before 22 December 1978.
1978, c. 24, s. 32.
33. The Minister of Culture and Communications is responsible for the application of this Act.
1978, c. 24, s. 33; 1992, c. 65, s. 43; 1994, c. 14, s. 30.
34. (Omitted).
1978, c. 24, s. 34.
35. (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 SCHEDULE

In accordance with section 9 of the Act respecting the consolidation of the statutes and regulations (chapter R-3), chapter S-10.01 of the Revised Statutes, in force on 1 March 1989, is repealed effective from the coming into force of chapter S-17.01 of the Revised Statutes.