S-25.01 - Act respecting mixed enterprise companies in the municipal sector

Full text
chapter S-25.01
Act respecting mixed enterprise companies in the municipal sector
MIXED ENTERPRISE COMPANIES IN THE MUNICIPAL SECTORJune 19 1997June 19 1997
CHAPTER I
INTERPRETATION
1. In this Act,
municipal entity means a municipality, a metropolitan community or the Kativik Regional Government;
municipal founder means any municipal entity or group that is one of the founders of a mixed enterprise company.
1997, c. 41, s. 1; 2000, c. 56, s. 218.
CHAPTER II
DECISION TO FOUND A MIXED ENTERPRISE COMPANY
2. Any municipal entity or any group formed exclusively of municipal entities may, in accordance with this Act, be one of the founders of a mixed enterprise company.
A mixed enterprise company may exercise any of the powers that are within the jurisdiction of a municipal entity, except the powers that relate to the supply of drinking water, water treatment, police matters and fire prevention and safety or any power the exercise of which was delegated temporarily to the municipal entity otherwise than under an agreement entered into with the Government pursuant to a pilot project.
1997, c. 41, s. 2.
3. The resolution by which a municipal entity elects to become one of the founders of a mixed enterprise company shall, in particular, specify the jurisdiction of the mixed enterprise company.
The resolution by which a municipal entity elects to become a member of a group that intends to become one of the founders of a mixed enterprise company shall, in particular, define the powers that are to be within the jurisdiction exercised by the mixed enterprise company, and list the municipal entities that are members of the group.
Any resolution providing that all or part of a power acquired by a municipal entity pursuant to a pilot project is to be exercised by a mixed enterprise company must be approved by the Government to become effective unless the agreement entered into by the Government and the municipal entity authorizes the exercise thereof by a mixed enterprise company.
1997, c. 41, s. 3.
4. The clerk, secretary or secretary-treasurer of any municipal entity that passes a resolution under section 3 shall, as soon as possible, send a certified copy of the resolution to the Minister of Municipal Affairs, Regions and Land Occupancy.
In addition, where the municipal entity is a local municipality, the clerk or secretary-treasurer shall, as soon as possible, send a certified copy of the resolution to the municipal entity whose territory includes the territory of the local municipality.
Where the municipal entity is a regional county municipality, the secretary-treasurer shall, as soon as possible, send by registered mail a certified copy of the resolution to every local municipality whose territory is included in the territory of the regional county municipality and in which the regional county municipality exercises the jurisdiction defined in the resolution.
1997, c. 41, s. 4; 1999, c. 43, s. 13; 2003, c. 19, s. 250; 2005, c. 28, s. 196; 2009, c. 26, s. 109.
5. A municipal entity that passes a resolution under section 3 proposing that a mixed enterprise company exercise jurisdiction over goods or services provided by employees of the entity shall, before sending a copy of the resolution to the Minister of Municipal Affairs, Regions and Land Occupancy in accordance with section 4, hold, in respect of the resolution, a public meeting called by the mayor or by another member of the council designated by the mayor.
The council shall fix the date, time and place of the meeting; it may delegate all or part of such power to the clerk, the secretary-treasurer or the secretary of the municipal entity.
For the purposes of the first paragraph, the word mayor designates, in addition to its usual meaning, the warden in the case of a regional county municipality, the chair of the council of the Communauté métropolitaine de Montréal or the Communauté métropolitaine de Québec and the chair of the executive committee in the case of the Kativik Regional Government.
1997, c. 41, s. 5; 1999, c. 43, s. 13; 2000, c. 56, s. 205; 2003, c. 19, s. 250; 2005, c. 28, s. 196; 2009, c. 26, s. 109.
6. On or before the fifteenth day preceding the date of the public meeting, the clerk, the secretary-treasurer or the secretary of the municipal entity shall publish in a newspaper circulated in the territory of the municipal entity a notice of the date, time, place and purpose of the meeting.
He shall, within the same time limit, send a certified copy of the notice to the certified association, if any, that represents the employees referred to in section 5.
The notice shall define the jurisdiction mentioned in the resolution under section 3, and indicate that a copy of the resolution is available for consultation at the office of the municipal entity.
1997, c. 41, s. 6.
7. During the public meeting, the person having called the meeting shall explain the resolution and hear all persons and bodies wishing to make representations.
1997, c. 41, s. 7.
8. Certification of the publication of the notice under section 6 shall be sent by the person responsible for publication of the notice to the Minister of Municipal Affairs, Regions and Land Occupancy, together with a copy of the resolution under section 3.
1997, c. 41, s. 8; 1999, c. 43, s. 13; 2003, c. 19, s. 250; 2005, c. 28, s. 196; 2009, c. 26, s. 109.
9. The Minister of Municipal Affairs, Regions and Land Occupancy may order, in respect of any resolution under section 3, that the qualified voters of the local municipality that passed the resolution or of every local municipality whose territory is included in the territory of the municipal entity that passed the resolution and in which the municipal entity exercises the jurisdiction mentioned in the resolution be consulted.
The qualified voters shall be consulted in accordance with the Act respecting elections and referendums in municipalities (chapter E‐2.2) or with the Act respecting Northern villages and the Kativik Regional Government (chapter V‐6.1), as the case may be.
The clerk or the secretary-treasurer shall, as soon as possible, send to the Minister, depending on the circumstances, a notice attesting that the majority of the qualified voters entitled to have their names entered on the referendum list of the municipality have waived the holding of a referendum poll, a certified copy of the certificate stating the results of the registration procedure to determine whether a referendum poll is necessary, and a certified copy of the statement of the final results of the poll.
The expenses arising from the consultation shall be borne by the municipality in which the referendum was held.
1997, c. 41, s. 9; 1999, c. 43, s. 13; 2003, c. 19, s. 250; 2005, c. 28, s. 196; 2009, c. 26, s. 109.
10. If the jurisdiction mentioned in the resolution under section 3 and passed by a regional county municipality is a jurisdiction acquired by the regional county municipality pursuant to article 678.0.1 of the Municipal Code of Québec (chapter C‐27.1), the right to not be subject to such jurisdiction granted by the Municipal Code, hereinafter referred to as the “right of withdrawal”, may be exercised, with the modifications set out in the second and third paragraphs, even after the expiry of the time prescribed, if any, in the resolution referred to in subparagraph 2 of the first paragraph of article 678.0.2 of that Code.
Where the jurisdiction mentioned in the resolution under section 3 constitutes only part of the jurisdiction acquired by the regional county municipality, the right of withdrawal may be exercised in respect of the whole of the jurisdiction acquired or in respect of only the part mentioned in the resolution.
The resolution by which the right of withdrawal is exercised is without effect unless a certified copy of it is received by the regional county municipality within 90 days after receipt by the local municipality of the copy sent under the third paragraph of section 4 or after the mixed enterprise company is established.
Any disagreement between a municipality exercising its right of withdrawal and a regional county municipality that pertains to expenses incurred prior to the withdrawal in connection with the establishment of a mixed enterprise company may be resolved in accordance with the procedure provided in sections 468.53 and 469 of the Cities and Towns Act (chapter C‐19), adapted as required.
1997, c. 41, s. 10; 1998, c. 31, s. 109; 2002, c. 68, s. 43.
11. Any local municipality that exercised its right to withdraw from a jurisdiction may elect to become subject to such jurisdiction in accordance with the applicable provisions of the Municipal Code of Québec (chapter C‐27.1).
However, the resolution by which the municipality elects to become subject to the jurisdiction is without effect if the certified copy of the resolution is received by the regional county municipality after the mixed enterprise company is established. In such a case, the municipality may not elect to become subject to the jurisdiction, except under the provisions of Chapter V.
1997, c. 41, s. 11.
CHAPTER III
ESTABLISHMENT AND ORGANIZATION OF A MIXED ENTERPRISE COMPANY
12. Subject to this Act, mixed enterprise companies shall be established in accordance with the Business Corporations Act (chapter S-31.1).
The activities of a mixed enterprise company shall be restricted to exercising the jurisdiction mentioned in a resolution under section 3, and include the power to provide any goods or services. Such goods or services may be provided in the territory included in the territory of any municipal entity that is the municipal founder or that is a member of the group that is the municipal founder and in which the jurisdiction concerned was exercised by the municipal entity before being entrusted to a mixed enterprise company.
1997, c. 41, s. 12; 2009, c. 52, s. 654.
13. Every other founder of a mixed enterprise company shall be selected by the municipal founder.
Where the municipal founder is a group, the selection under the first paragraph shall be made by the passage by all municipal entities that are members of the group of resolutions that are identical as to the designation of any other founder of the mixed enterprise company.
1997, c. 41, s. 13.
14. At least one of the founders with which the municipal founder must join to found a mixed enterprise company shall be either a person operating an enterprise in the private sector or a joint-stock company that is a mandatary of the State.
The person referred to in the first paragraph that operates an enterprise in the private sector must hold at least 20% of the paid up share capital of the mixed enterprise company. However, that rule does not apply where a joint-stock company that is a mandatary of the State is also a founder of the mixed enterprise company.
1997, c. 41, s. 14; 1999, c. 40, s. 340.
15. The municipal founder shall issue a call for tenders for the purpose of selecting, as co-founder, a person operating an enterprise in the private sector that is required to hold at least 20% of the paid-up share capital of the mixed enterprise company.
The call for tenders shall be published in a newspaper circulated in the territory of the municipal founder and shall invite persons operating an enterprise in the private sector to submit their expertise and main achievements in the provision of goods or services described in the call for tenders and related to the activities of the future mixed enterprise company.
Where the municipal founder is a group, the municipal entity having the largest population shall cause the call for tenders to be published in a newspaper circulated in its territory. The expenditure related to the call for tenders and the choice of a candidate shall be apportioned among the members of the group in proportion to their population or according to any other criterion agreed upon.
The selection of a co-founder may not take place before the expiry of a period of 60 days after publication of the call for tenders.
For the purposes of this Act, the population of the Kativik Regional Government is the total population of the local municipalities whose territory is included in the territory of the Kativik Regional Government.
1997, c. 41, s. 15.
16. The name of a mixed enterprise company must include the words “Société d’économie mixte” or the abbreviation “SÉM”.
1997, c. 41, s. 16.
17. Before the articles of a mixed enterprise company are filed with the enterprise registrar under the Business Corporations Act (chapter S-31.1), the municipal founder must, in addition to designating a person who will be authorized to sign for the founder, obtain approval of the articles from the Minister of Municipal Affairs, Regions and Land Occupancy. The articles shall be filed together with a copy of the document evidencing such approval.
Where the municipal founder is a group, the designation of the person who will sign the articles and the designation of the municipal entity that is a member of the group charged with obtaining the approval of the Minister shall be made by the passage by all municipal entities that are members of the group of resolutions identical as to such designations.
1997, c. 41, s. 17; 1999, c. 43, s. 13; 2003, c. 19, s. 250; 2002, c. 45, s. 562; 2005, c. 28, s. 196; 2009, c. 26, s. 109; 2009, c. 52, s. 655.
18. A mixed enterprise company shall obtain approval from the Minister of Municipal Affairs, Regions and Land Occupancy for any articles of amendment or of amalgamation. The articles shall be filed together with a copy of the document evidencing such approval.
1997, c. 41, s. 18; 1999, c. 43, s. 13; 2003, c. 19, s. 250; 2005, c. 28, s. 196; 2009, c. 26, s. 109.
19. Any by-law made by a mixed enterprise company to distribute the assets to the shareholders and any unanimous shareholders’ agreement under section 213 of the Business Corporations Act (chapter S-31.1) must be approved by the Minister of Municipal Affairs, Regions and Land Occupancy to become effective.
1997, c. 41, s. 19; 1999, c. 43, s. 13; 2003, c. 19, s. 250; 2005, c. 28, s. 196; 2009, c. 26, s. 109; 2009, c. 52, s. 656.
20. The voluntary winding-up or the dissolution of a mixed enterprise company must be authorized by the Minister of Municipal Affairs, Regions and Land Occupancy to become effective.
1997, c. 41, s. 20; 1999, c. 43, s. 13; 2003, c. 19, s. 250; 2005, c. 28, s. 196; 2009, c. 26, s. 109.
21. The municipal entity that is the municipal founder of a mixed enterprise company or that is a member of the group that is the founder must, at all times, be a shareholder of the mixed enterprise company.
Such shareholder or group of shareholders, as the case may be, must, at all times, hold a majority of the voting rights attached to the shares of the mixed enterprise company.
1997, c. 41, s. 21.
22. The board of directors of a mixed enterprise company and its executive committee, if any, must include a majority of persons elected exclusively by the shareholder or by the group of shareholders referred to in section 21.
A majority of the directors thus elected must be members of the council of the shareholder or of the council of one of the shareholders forming the group.
1997, c. 41, s. 22.
23. The chairman of the board of directors of a mixed enterprise company shall also chair the executive committee of the board, if there is one.
The chairman of the board of directors does not have a second vote or a casting vote in the case of a tie-vote among the members of the board of directors or of the executive committee.
1997, c. 41, s. 23.
24. Every director elected from among the members of the council of a municipality, of a metropolitan community or of the Kativik Regional Government remains in office even upon his ceasing to be a council member.
1997, c. 41, s. 24; 2000, c. 56, s. 218.
25. The quorum at meetings of the board of directors of a mixed enterprise company or at meetings of the executive committee of the board, if any, must include a majority of the directors elected exclusively by the shareholder or by the group of shareholders referred to in section 21.
The first paragraph also applies to the organization meeting of the directors.
1997, c. 41, s. 25; 2009, c. 52, s. 657.
26. The second paragraph of section 21 and sections 22 and 25 do not apply where the municipal founder has joined with a joint-stock company that is a mandatary of the State and is the holder of at least 50% of the paid-up share capital of the mixed enterprise company.
1997, c. 41, s. 26; 1999, c. 40, s. 340.
27. Every general meeting of a mixed enterprise company and every meeting of the board of directors and of the executive committee, if any, of a mixed enterprise company must be held in Québec.
1997, c. 41, s. 27.
28. Every decision of the board of directors of a mixed enterprise company fixing or changing the remuneration of the directors must be approved by the municipal founder to become effective.
Where the municipal founder is a group of municipal entities, such a decision is deemed to be approved by the municipal founder if the majority of the municipal entities approve it and if the total population of the municipal entities which approve the decision constitutes 50% or more of the total population of the group of municipal entities.
Any municipal entity which fails to express an opinion on the decision within 60 days after receiving a copy of it is deemed to have approved the decision.
1997, c. 41, s. 28.
CHAPTER IV
AGREEMENT
29. Any municipal entity that is the municipal founder of a mixed enterprise company or that is a member of the group that is the municipal founder may enter into an agreement with the mixed enterprise company in respect of the exercise of their shared jurisdiction.
1997, c. 41, s. 29.
30. The agreement must be approved by the Minister of Municipal Affairs, Regions and Land Occupancy to become effective.
The agreement does not require the authorization or approval of the Minister under section 29.3 of the Cities and Towns Act (chapter C‐19), article 14.1 of the Municipal Code of Québec (chapter C‐27.1) and sections 18.1 and 361.1 of the Act respecting Northern villages and the Kativik Regional Government (chapter V‐6.1).
Sections 573 and 573.1 of the Cities and Towns Act, articles 935 and 936 of the Municipal Code of Québec, sections 106 to 108 of the Act respecting the Communauté métropolitaine de Montréal (chapter C‐37.01), sections 99 to 101 of the Act respecting the Communauté métropolitaine de Québec (chapter C‐37.02) and sections 204, 204.1, 358 and 358.1 of the Act respecting Northern villages and the Kativik Regional Government do not apply to the agreement.
1997, c. 41, s. 30; 1999, c. 43, s. 13; 2000, c. 56, s. 206; 2003, c. 19, s. 250; 2005, c. 28, s. 196; 2009, c. 26, s. 109.
31. The agreement shall include
(1)  a detailed description of its object;
(2)  the obligations of the parties including their obligations as to financial participation;
(3)  the procedure for determining the cost of its implementation;
(4)  the obligations of the parties in case of total or partial non-performance;
(5)  the term of the agreement and, where applicable, the renewal procedure.
1997, c. 41, s. 31.
32. The agreement shall include any provision concerning the employees referred to in section 5.
1997, c. 41, s. 32.
CHAPTER V
INCLUSION OF MUNICIPALITY HAVING EXERCISED ITS RIGHT OF WITHDRAWAL
33. Sections 34 to 36 apply where a local municipality having exercised the right of withdrawal referred to in section 10 in respect of a jurisdiction has not become subject thereto before the establishment of the mixed enterprise company which, pursuant to the agreement to which it is a party, exercises the jurisdiction concerned.
For the purposes of sections 34 to 36, jurisdiction over a local municipality shall extend to its territory.
1997, c. 41, s. 33.
34. The local municipality may make an application to the regional county municipality requesting that it be made subject to the jurisdiction concerned.
The clerk or secretary-treasurer of the local municipality shall, as soon as possible, send to the regional county municipality and to the mixed enterprise company, by registered mail, a certified copy of the resolution containing its application.
The local municipality’s becoming subject to a jurisdiction cannot become effective for a municipal fiscal year unless a copy of the resolution is received by the regional county municipality on or before 1 July preceding the beginning of the fiscal year.
1997, c. 41, s. 34.
35. An application under section 34 is deemed to have been refused if the regional county municipality has not, within 90 days of receiving a copy of the resolution containing the application, passed a resolution granting the application.
The councillors representing the local municipality on the council of the regional county municipality shall not participate in any deliberations concerning, or vote on, the application.
The secretary-treasurer of the regional county municipality shall, as soon as possible, send to the local municipality and to the mixed enterprise company, by registered mail, a certified copy of the resolution setting out the decision of the regional county municipality granting the application.
1997, c. 41, s. 35; 1997, c. 93, s. 178.
36. If the application is granted, the local municipality and the regional county municipality shall agree on the procedure according to which the local municipality is to become subject to the jurisdiction and the terms and conditions of payment of the expenditures arising therefrom.
Any disagreement concerning such procedure or such terms and conditions may be resolved in accordance with the procedure provided in sections 468.53 and 469 of the Cities and Towns Act (chapter C‐19), adapted as required.
A local municipality’s becoming subject to a jurisdiction shall take effect in accordance with the procedure, terms and conditions agreed upon or determined pursuant to the first or the second paragraph. Subject to such procedure, terms and conditions, a local municipality’s becoming subject to a jurisdiction under the provisions of this chapter shall be considered to have been effected under articles 678.0.2 and 10.1 of the Municipal Code of Québec (chapter C‐27.1).
1997, c. 41, s. 36.
CHAPTER VI
SPECIAL PROVISIONS
37. No mixed enterprise company may be a shareholder in any legal person or acquire a share in a partnership.
1997, c. 41, s. 37.
38. No mixed enterprise company may grant any loan or financial assistance to a shareholder or stand surety for a shareholder.
No mixed enterprise company may, in any manner described in the first paragraph, assist any person in acquiring any of its shares.
1997, c. 41, s. 38.
39. (Repealed).
1997, c. 41, s. 39; 2010, c. 7, s. 242.
40. Any contract awarded by a mixed enterprise company to a person so that the person may exercise any part of the jurisdiction covered by an agreement must be authorized by the municipal founder to become effective.
The second and third paragraphs of section 28, adapted as required, apply in respect of such a contract.
1997, c. 41, s. 40.
41. Section 40 does not, however, apply to a contract that, if it were awarded by the municipal founder, would not be subject to the public tenders or tenders by invitation procedure that applies to the municipal founder, or to a contract awarded by a mixed enterprise company according to the procedure for tenders that governs the awarding of such a contract by the municipal founder, adapted as required.
For the purposes of the first paragraph, the municipal founder is deemed, in the case of a group, to be the municipal entity having the largest population.
1997, c. 41, s. 41.
41.1. Despite sections 40 and 41, sections 21.3.1, 21.17 to 21.17.2, 21.18, 21.25, 21.34, 21.35, 21.38, 21.39, 21.41, 21.41.1, 25.0.2 to 25.0.5, 27.6 to 27.9, 27.11, 27.13, 27.14 and 27.14.1 of the Act respecting contracting by public bodies (chapter C-65.1) apply, with the necessary modifications, to any contract awarded by a mixed enterprise company that involves an expenditure equal to or greater than the amount determined by the Government under section 21.17 of that Act or is designated by the Government under section 21.17.1 of that Act and pertains to the performance of work or the supply of insurance, movable property or services.
For the purposes of those sections, any contract referred to in the first paragraph is deemed to be a public contract, any subcontract that involves an expenditure equal to or greater than the amount determined by the Government under section 21.17 of that Act or is designated by the Government under section 21.17.1 of that Act and is directly or indirectly related to such a contract is deemed to be a public subcontract, every mixed enterprise company is deemed to be a public body, and the Minister of Municipal Affairs, Regions and Land Occupancy exercises, in respect of those public contracts and subcontracts, the responsibilities conferred on the Conseil du trésor or its Chair.
For the purposes of the application of Chapter V.2 of that Act to mixed enterprise companies, a natural person is considered to be an enterprise even if the person does not operate a sole proprietorship.
This section also applies to any body that is similar to a mixed enterprise company and is constituted under a private Act, including the legal persons constituted under chapters 56, 61 and 69 of the statutes of 1994, chapter 84 of the statutes of 1995 and chapter 47 of the statutes of 2004.
2012, c. 25, s. 80; 2017, c. 272017, c. 27, s. 212; 2018, c. 82018, c. 8, s. 214.
41.2. A mixed enterprise company must provide equitable resolution of complaints filed with it in the course of the awarding of a contract through a public call for tenders. It must, for that purpose, establish a procedure for receiving and examining the complaints filed.
The mixed enterprise company shall make the procedure available at all times by publishing it on its website or, if it does not have a website, on the website of the municipal entities that founded it whose address it shall give public notice of at least once a year.
To be admissible, a complaint must be sent electronically to the person in charge identified in the procedure. A complaint under section 41.3 must be filed on the form determined by the Autorité des marchés publics under section 45 of the Act respecting the Autorité des marchés publics (chapter A-33.2.1).
2017, c. 272017, c. 27, s. 213.
41.3. In the case of an ongoing public call for tenders, only a person or group of persons interested in participating in the awarding process or the representative of such a person or group may file a complaint about the process on the grounds that the tender documents contain conditions that do not ensure the honest and fair treatment of tenderers, do not allow tenderers to compete although they are qualified to meet the stated procurement requirements, or are otherwise not compliant with the normative framework.
The complaint must be filed with the mixed enterprise company not later than the complaint filing deadline indicated on the electronic tendering system approved by the Government, if applicable. That deadline is determined, subject to the third paragraph, by adding to the date of the notice of the public call for tenders a period corresponding to half the time for receiving tenders but which may not be less than 10 days.
The mixed enterprise company must ensure that there is a period of at least four working days between the tender closing date and the complaint filing deadline.
Such a complaint may pertain only to the content of the tender documents available on the electronic tendering system not later than two days before that deadline.
The complainant shall, without delay, send a copy of the complaint to the Autorité des marchés publics for information purposes.
On receiving a first complaint, the mixed enterprise company must make an entry to that effect on the electronic tendering system without delay, after having ascertained the complainant’s interest.
Any amendment made to the tender documents before the complaint filing deadline indicated on the electronic tendering system that modifies the tender closing date defers the complaint filing deadline by a period corresponding to half the number of days by which the tender submission period was extended.
Any amendment made three days or less before the tender closing date results in a minimum three-day deferral of that date. However, the deferral must be such as to ensure that the day preceding the new tender closing date is a working day.
For the purposes of this section, Saturday is considered a holiday, as are 2 January and 26 December.
2017, c. 272017, c. 27, s. 213.
41.4. Any amendment made to the tender documents must contain the information relating to the deadline for filing a complaint under section 41.3 or under section 40 of the Act respecting the Autorité des marchés publics (chapter A-33.2.1). Any amendment made to the tender documents must also indicate whether it results from a recommendation of the Autorité des marchés publics.
2017, c. 272017, c. 27, s. 213.
41.5. In the case of a complaint under section 41.3, the mixed enterprise company must send the complainant its decision electronically after the complaint filing deadline but not later than three days before the tender closing date it has determined. If necessary, the mixed enterprise company must defer the tender closing date.
If the mixed enterprise company has received two or more complaints about the same call for tenders, it must send both or all of its decisions at the same time.
The mixed enterprise company must, when sending its decision on a complaint filed with it, make an entry to that effect on the electronic tendering system without delay.
The mixed enterprise company must defer the tender closing date by the number of days needed to allow a minimum period of seven days to remain from the date its decision is sent.
The mixed enterprise company must also, if applicable, inform the complainant of the complainant’s right to file a complaint under section 37 of the Act respecting the Autorité des marchés publics (chapter A-33.2.1) within three days after receiving the decision.
If, two days before the tender closing date, the mixed enterprise company has not indicated on the electronic tendering system that it has sent its decision on a complaint, the system operator must, without delay, defer the tender closing date by four days. If the deferred date falls on a holiday, it must again be deferred to the second next working day. In addition, if the day preceding the deferred date is not a working day, that date must be deferred to the next working day. For the purposes of this section, Saturday is considered a holiday, as are 2 January and 26 December.
2017, c. 272017, c. 27, s. 213.
41.6. Sections 41.2 to 41.5 apply to certification or qualification processes, with the necessary modifications.
2017, c. 272017, c. 27, s. 213.
42. For the purposes of the provisions of Division III.1 of Chapter XVIII of the Act respecting municipal taxation (chapter F-2.1), of section 184 of the Act respecting the Communauté métropolitaine de Montréal (chapter C-37.01) and of section 174 of the Act respecting the Communauté métropolitaine de Québec (chapter C-37.02), any good or service or any activity of a mixed enterprise company is deemed to be that of the municipal entity that exercised, in the territory concerned, the jurisdiction to which the good, service or activity relates before such exercise was entrusted to the mixed enterprise company.
1997, c. 41, s. 42; 2000, c. 56, s. 207.
43. The agreement may provide that the mixed enterprise company collects any sum the payment of which is imposed under a provision mentioned in section 42 for the financing of any good or service or of any activity, and provide that the total sum collected is retained by the company or remitted to the municipal entity that imposed the payment, or that part of the sum collected is retained by the mixed enterprise company and part is remitted to the municipal entity.
1997, c. 41, s. 43.
44. Unless otherwise provided in the agreement, a mixed enterprise company may, pursuant to a contract, provide any goods or services that are related to the jurisdiction it exercises, outside the territory of a municipal entity that is a party to the agreement.
1997, c. 41, s. 44.
45. Any municipal entity that is the municipal founder of a mixed enterprise company or that is a member of the group that is the municipal founder may acquire any property, by agreement or by expropriation, for the purpose of transferring or leasing it, by onerous title, to the mixed enterprise company or for the purpose of providing it to the mixed enterprise company as payment for shares.
1997, c. 41, s. 45.
46. Any borrowing by a mixed enterprise company by way of an issue of bonds must be authorized by the municipal founder to become effective.
The second and third paragraphs of section 28, adapted as required, apply in respect of the borrowing.
1997, c. 41, s. 46.
47. Any municipal entity that is the municipal founder of a mixed enterprise company or that is a member of the group that is the municipal founder may guarantee the bonds issued by the mixed enterprise company.
The guarantee offered to the bondholders may cover not only the repayment of the principal and interest of the bonds but also the payment of related fees and commitments.
1997, c. 41, s. 47.
48. Any municipal entity that is the municipal founder of a mixed enterprise company or that is a member of the group that is the municipal founder may stand surety for the mixed enterprise company in respect of commitments other than those mentioned in section 47.
However, a municipality having a population of less than 50,000, and the Kativik Regional Government, must obtain the authorization of the Minister of Municipal Affairs, Regions and Land Occupancy to stand surety for an obligation of $50,000 or more. A municipality having a population of 50,000 or over or a metropolitan community must obtain such authorization if the obligation for which it is to stand surety is of $100,000 or more.
The amount up to which a municipal entity may make a commitment under this section may not exceed the value of the share capital of the mixed enterprise company it has paid.
1997, c. 41, s. 48; 1999, c. 43, s. 13; 2000, c. 56, s. 218; 2003, c. 19, s. 250; 2005, c. 28, s. 196; 2009, c. 26, s. 109.
CHAPTER VII
PROTECTION AND DISQUALIFICATION
49. Every mixed enterprise company must provide and maintain liability insurance for its directors, officers and other representatives.
1997, c. 41, s. 49.
50. For the purposes of Division XIII.1 of the Cities and Towns Act (chapter C-19) and of Title XVIII.2 of the Municipal Code of Québec (chapter C-27.1), a mixed enterprise company is deemed to be a mandatary body of the municipal entity that is the municipal founder of the mixed enterprise company or that is a member of the group that is the municipal founder in respect of any director of the mixed enterprise company who is a council member or an officer or employee of the municipal entity or of any local municipality whose territory is included in the territory of the municipal entity.
The first paragraph applies notwithstanding sections 159 to 161 of the Business Corporations Act (chapter S-31.1).
1997, c. 41, s. 50; 2009, c. 52, s. 658.
51. Any person who, during his term of office as a member of the council of a local municipality, directly or indirectly acquires or holds shares issued by a mixed enterprise company that is related to the municipality or who has a direct or indirect interest in a contract to which the mixed enterprise company is a party is disqualified from holding office as a member of the council of any local municipality.
For the purposes of the first paragraph, a mixed enterprise company is related to a local municipality if the municipal founder of the mixed enterprise company is
(1)  the local municipality;
(2)  the regional county municipality or the metropolitan community whose territory includes the territory of the local municipality or, where applicable, the Kativik Regional Government;
(3)  a group of municipal entities that includes an entity referred to in paragraph 1 or 2.
1997, c. 41, s. 51; 2000, c. 56, s. 218.
52. Section 51 does not apply in the cases described in section 305 of the Act respecting elections and referendums in municipalities (chapter E‐2.2).
1997, c. 41, s. 52.
53. Disqualification under section 51 may be obtained by means of an action for declaration of disqualification under sections 308 to 312 of the Act respecting elections and referendums in municipalities (chapter E-2.2).
Such disqualification subsists until the expiry of a period of five years after the day on which the judgment declaring the person disqualified becomes res judicata.
1997, c. 41, s. 53.
54. The directors of a mixed enterprise company shall abstain from participating in any deliberation or any decision of the board of directors or of the executive committee, if any, that would place them in a situation where their personal interest would be in conflict with their obligations as directors.
1997, c. 41, s. 54.
55. The shareholders of a mixed enterprise company may dismiss any director who has contravened section 54. A dismissal requires a majority vote of all shareholders present at a special general meeting of the shareholders called for that purpose before the expiry of one year from the date on which the act is alleged to have been committed.
1997, c. 41, s. 55; 2009, c. 52, s. 659.
56. Any person who directly or indirectly acquires or holds shares issued by a mixed enterprise company or who has a direct or indirect interest in a contract to which the mixed enterprise company is a party is disqualified from holding any position as an officer or employee, other than as an employee within the meaning of the Labour Code (chapter C-27), of any municipal entity related to the company.
For the purposes of the first paragraph, a municipal entity is related to a mixed enterprise company if the entity is
(1)  the municipal founder of the mixed enterprise company;
(2)  a member of the group of municipal entities that is the municipal founder of the mixed enterprise company;
(3)  a local municipality whose territory is included in the territory of a municipal entity referred to in paragraph 1 or 2.
1997, c. 41, s. 56.
57. Section 56 does not apply to a person who holds less than 10 % of the voting shares issued by a mixed enterprise company, even following an acquisition under the said section.
1997, c. 41, s. 57.
CHAPTER VIII
FINANCIAL PROVISIONS, DOCUMENTS AND REPORTS
58. The fiscal year of a mixed enterprise company shall coincide with the calendar year.
1997, c. 41, s. 58.
59. The mixed enterprise company shall, before 1 October each year, send to the municipal entity that is the municipal founder or to every municipal entity that is a member of the group that is the municipal founder an estimate of the costs related to the implementation of the agreement for the next fiscal year of the mixed enterprise company and the financial participation required for that purpose from each municipal entity that is a party to the agreement.
1997, c. 41, s. 59.
60. Notwithstanding section 239 of the Business Corporations Act (chapter S-31.1), the shareholders of the mixed enterprise company shall appoint an auditor, in accordance with section 231 of that Act.
1997, c. 41, s. 60; 2009, c. 52, s. 660.
61. The mixed enterprise company shall send to the municipal entity that is the municipal founder or to every municipal entity that is a member of the group that is the municipal founder a copy of the documents and information specified in sections 226 and 230 of the Business Corporations Act (chapter S-31.1) at the time or date determined under that section.
For each of its first five fiscal years, the mixed enterprise company must also forward to the Minister of Municipal Affairs, Regions and Land Occupancy a copy of the documents and information referred to in the first paragraph.
1997, c. 41, s. 61; 1999, c. 43, s. 13; 2003, c. 19, s. 250; 2005, c. 28, s. 196; 2009, c. 26, s. 109; 2009, c. 52, s. 661.
62. The mixed enterprise company must, in addition, provide to the Minister of Municipal Affairs, Regions and Land Occupancy any information the Minister requires on its activities.
1997, c. 41, s. 62; 1999, c. 43, s. 13; 2003, c. 19, s. 250; 2005, c. 28, s. 196; 2009, c. 26, s. 109.
CHAPTER IX
MISCELLANEOUS AND TRANSITIONAL PROVISIONS
63. This Act applies notwithstanding the Act respecting municipal industrial immovables (chapter I-0.1), the Municipal Aid Prohibition Act (chapter I-15) and section 97 of the Municipal Powers Act (chapter C-47.1).
1997, c. 41, s. 63; 2005, c. 6, s. 246.
64. (Amendment integrated into c. A-2.1, s. 5).
1997, c. 41, s. 64.
65. (Amendment integrated into c. C-19, s. 99).
1997, c. 41, s. 65.
66. (Amendment integrated into c. C-27.1, a. 203).
1997, c. 41, s. 66.
67. (Omitted).
1997, c. 41, s. 67.
68. (Omitted).
1997, c. 41, s. 68.
69. The Minister of Municipal Affairs, Regions and Land Occupancy is responsible for the administration of this Act.
1997, c. 41, s. 69; 1999, c. 43, s. 13; 2003, c. 19, s. 250; 2005, c. 28, s. 196; 2009, c. 26, s. 109.
70. (Omitted).
1997, c. 41, s. 70.
REPEAL SCHEDULE
In accordance with section 9 of the Act respecting the consolidation of the statutes and regulations (chapter R-3), chapter 41 of the statutes of 1997, in force on 1 April 1998, is repealed, except sections 67, 68 and 70, effective from the coming into force of chapter S-25.01 of the Revised Statutes.