D-8.0.1 - James Bay Region Development Act

Full text
chapter D-8
James Bay Region Development Act
JAMES BAYDecember 31 1977
PART I
SOCIÉTÉ DE DÉVELOPPEMENT DE LA BAIE JAMES
DIVISION I
CONSTITUTION OF THE SOCIÉTÉ
1999, c. 40, s. 105.
1. A joint stock company is constituted under the name of “Société de développement de la Baie James”.
1971, c. 34, s. 1; 1977, c. 5, s. 14; 1999, c. 40, s. 105.
2. The Société shall have its head office in the territory of the Communauté urbaine de Montréal or in the immediate vicinity.
1971, c. 34, s. 2; 1977, c. 5, s. 14; 1999, c. 40, s. 105.
3. The Société shall have the rights and privileges of a mandatary of the State.
The property of the Société shall form part of the domain of the State but the performance of its obligations may be levied against such property.
The Société binds none but itself when it acts in its own name.
1971, c. 34, s. 3; 1977, c. 5, s. 14; 1999, c. 40, s. 105.
4. The objects of the Société are to promote the development and exploitation of natural resources other than hydro-electric resources in the territory described in the schedule, hereinafter called the “Territory”, to carry out such development and exploitation in accordance with this act, and to see to the administration and management of that Territory in accordance with this act and the other statutes of Québec, in order to promote the development of the Territory by the Société, its subsidiaries and other agents of economic and industrial activity, giving priority to Québec interests.
1971, c. 34, s. 4; 1978, c. 41, s. 16; 1999, c. 40, s. 105.
5. The Société must see to the protection of the natural environment and prevent pollution in the Territory.
1971, c. 34, s. 5; 1999, c. 40, s. 105.
6. To attain its objects, the Société, in addition to its other powers, may:
(a)  acquire and hold, as owner or otherwise, any property or other real right in the Territory or elsewhere;
(b)  acquire for public works by expropriation, for itself or for a subsidiary, any immoveable or other real right in the Territory;
(c)  operate any means of communication by land, air, water, and telecommunication;
(d)  administer the municipality constituted under Part II.
1971, c. 34, s. 6; 1978, c. 41, s. 17; 1999, c. 40, s. 105.
7. To attain its objects, the Société, according to law, may make any agreement considered expedient with the government of Canada or of any other province, and their bodies.
1971, c. 34, s. 7; 1988, c. 41, s. 91; 1999, c. 40, s. 105.
DIVISION II
BOARD OF DIRECTORS
8. The affairs of the Société are administered by a board of directors of five members, including the president, appointed by the Government; the president is appointed for a period not to exceed 12 years and the four other members are appointed for a period not to exceed ten years for one of them, eight years for another, six years for another and four years for the last; one of such members must be a member of the board of directors of Hydro-Québec. When the term of office of the president or of another member is fixed, it shall not be reduced thereafter. They are the directors of the Société within the meaning of the Companies Act.
1971, c. 34, s. 8; 1978, c. 41, s. 18; 1999, c. 40, s. 105.
9. Each member of the board of directors, including the president, shall remain in office after his term expires, until replaced or reappointed.
1971, c. 34, s. 9.
10. Where a member is absent or unable to act, he may be replaced by a person appointed to perform his duties while the member is absent or unable to act; such persons are appointed by the Government and are entitled to the expense allowance or, as the case may be, the remuneration fixed under section 11.
1971, c. 34, s. 10; 1987, c. 42, s. 10; 1999, c. 40, s. 105.
11. The members of the board of directors shall not be remunerated except in the cases, on the conditions and to the extent determined by the Government. They may, however, be entitled to the reimbursement of the expenses incurred by them in the performance of their duties on the conditions and to the extent determined by the Government.
1971, c. 34, s. 11; 1987, c. 42, s. 11.
12. No person may act as a director if he is not a Canadian citizen domiciled in Québec, but he shall not be required to be a shareholder.
1971, c. 34, s. 12.
13. The president of the Société, who may also be chairman of the board of directors, shall be responsible for the administration and management of the Société within the scope of its by-laws.
1971, c. 34, s. 13; 1999, c. 40, s. 105.
14. The board of directors shall make the general by-laws of the Société which shall be submitted to the Government for approval and published in the Gazette officielle du Québec.
1971, c. 34, s. 14; 1999, c. 40, s. 105.
15. No member of the board of directors of the Société or any officer or employee thereof shall, under pain of forfeiture of his office, have any direct or indirect interest in an undertaking putting his personal interest in conflict with that of the Société. Such forfeiture shall not be incurred, however, if such interest devolves to him by succession or gift, provided that he renounces or disposes of it with all possible dispatch.
1971, c. 34, s. 15; 1999, c. 40, s. 105.
DIVISION III
SUBSIDIARIES
16. (Repealed).
1971, c. 34, s. 16; 1978, c. 41, s. 19.
17. (Repealed).
1971, c. 34, s. 17; 1978, c. 41, s. 19.
18. The Société may, in addition to promoting the development of the Territory by the Société and by other agents of economic and industrial activity, giving priority to Québec interests, have any company constituted under section 21 carry out the exploration and exploitation of the natural resources in the territory, other than the hydro-electric resources; the shares of such company, which shall have voting rights in all circumstances, shall be held as follows:
(a)  in every company constituted for exploration or exploitation of petroleum resources, the Société must hold 51 % of the shares and the Société québécoise d’initiatives pétrolières (SOQUIP) must hold 49 %;
(b)  in every company constituted for exploration or exploitation of mining resources other than petroleum resources, the Société must hold 51 % of the shares and the Société québécoise d’exploration minière (SOQUEM) must hold 49 %;
(c)  in every company constituted for exploitation of forest resources, the Société must hold 51 % of the shares and the Société de récupération, d’exploitation et de développement forestiers du Québec (REXFOR) must hold 49 %;
(d)  in every company constituted for exploitation of other natural resources including tourism, fish and game, the Société must not hold less than 51 % of the shares.
1971, c. 34, s. 18; 1973, c. 21, s. 31; 1977, c. 5, s. 14; 1999, c. 40, s. 105.
19. The boards of directors of the subsidiaries contemplated in paragraphs a to c of section 18 shall be composed of an odd number of members appointed by the Government, a simple majority of whom shall be appointed upon the recommendation of the Société, and the others upon the recommendation of the other body which is a shareholder.
The term of office of each member of the board shall be determined by the Government ; it shall not exceed five years but, once fixed, it shall not be reduced thereafter.
When a member of the board of directors is absent or unable to act, he may be replaced by a person appointed by the Government to perform his duties while he remains absent or unable to act.
1971, c. 34, s. 19; 1978, c. 41, s. 20; 1999, c. 40, s. 105.
20. No member of the board of directors of a subsidiary or any officer or employee thereof shall, under pain of forfeiture of his office, have any direct or indirect interest in an undertaking putting his personal interest in conflict with that of the subsidiary. Such forfeiture, however, shall not be incurred if such interest devolves to him by succession or gift, provided that he renounces or disposes of it with all possible dispatch.
1971, c. 34, s. 20.
21. (1)  Upon petition by the Société and by one of its partners contemplated in sections 16 and 18, the Lieutenant-Governor may issue, on such conditions as are therein set out, letters patent under the Great Seal constituting at least three persons designated by the Société and the partner concerned to represent them for purposes of constituting a subsidiary in accordance with this act. The petition shall state the name of the new legal person, its purposes or objects, the location of its head office, the powers, rights and privileges which it shall enjoy, the amount of its capital stock and the appointment of its directors, which shall comply with sections 17 and 19.
(2)  Notice of the issuing of such letters patent shall be published in the Gazette officielle du Québec.
(3)  A legal person so constituted shall have the powers of a company constituted under Part I of the Companies Act and shall be governed by Part I of the Companies Act, save for any provisions inconsistent with this act.
(4)  Upon petition by a legal person constituted under this Part, the Lieutenant-Governor, by supplementary letters patent, may amend the objects, powers, capital stock and other matters affecting the letters patent of that legal person provided that they are not inconsistent with the applicable provisions of sections 18 to 20. Notice of these supplementary letters patent is then published in the Gazette officielle du Québec.
1971, c. 34, s. 21; 1978, c. 41, s. 21; 1999, c. 40, s. 105.
22. The bodies contemplated in sections 16 and 18 shall have the powers required to acquire and hold the shares of the subsidiaries referred to therein.
1971, c. 34, s. 22.
23. Every company contemplated in section 18 is designated in this act by the name subsidiary .
Every subsidiary shall carry on its operations in accordance with this act and the other statutes of Québec, in order to promote the development of the Territory by the subsidiary and the other agents of economic and industrial activity, giving priority to Québec interests. Section 5 applies to every subsidiary.
1971, c. 34, s. 23; 1978, c. 41, s. 22.
DIVISION IV
FINANCING
24. The authorized capital stock of the Société shall be $100 000 000.
It shall be divided into 10,000,000 shares of the par value of $10 each.
1971, c. 34, s. 24; 1999, c. 40, s. 105.
25. At the request of the Société, the Minister of Finance shall pay each year over a period of ten years, to the Société, out of the consolidated revenue fund, a sum not exceeding $10 000 000 for 1,000,000 fully paid up shares of its capital stock for which the Société shall issue certificates to him; if payment with respect to one year is not made or is made in part only, it may be made subsequently.
The shares of the Société shall form part of the domain of the State and shall be allotted to the Minister of Finance.
1971, c. 34, s. 25; 1999, c. 40, s. 105.
26. The Government, on such conditions as it determines, may:
(a)  guarantee payment in capital and interest of any loan of the Société or of a subsidiary contemplated in paragraphs a to c of section 18, or in which it holds at least 90 % of the shares, and the performance of any obligation of the Société or of any such subsidiary;
(b)  authorize the Minister of Finance to advance to the Société or to a subsidiary contemplated in sub-paragraph a any amount considered necessary for the operations of the Société or of such subsidiary, at such rate of interest, for such time and on such other conditions as are determined by the Government.
Sums which the Government may be called upon to pay under such guarantees or to advance to the Société or to a subsidiary shall be taken out of the consolidated revenue fund.
1971, c. 34, s. 26; 1977, c. 5, s. 14; 1978, c. 41, s. 23; 1999, c. 40, s. 105.
DIVISION V
SPECIAL POWERS
27. The powers of expropriation of the Société may be exercised for the development of the Territory before specific work is authorized.
1971, c. 34, s. 27; 1999, c. 40, s. 105.
28. The powers of expropriation conferred by this Act may be exercised with respect to any immovable devoted to public use and even not subject to expropriation under any general law or special Act but, in such cases, only with the authorization of the Government.
1971, c. 34, s. 28.
29. The expropriation authorized by this Act shall be effected in the manner provided for in the Expropriation Act (chapter E-24).
1971, c. 34, s. 29 (part); 1973, c. 38, s. 146.
30. The Government may transfer to the Société or to any subsidiary contemplated in paragraphs a to c of section 18, or to a subsidiary in which it holds at least 90 % of the shares, on such conditions as he shall determine, any immoveable or other property forming part of the domain of the State required for the purposes of the Société or of such subsidiaries.
1971, c. 34, s. 30; 1978, c. 41, s. 24; 1999, c. 40, s. 105.
31. The Société may, at will, transfer by sale or otherwise to a subsidiary contemplated in paragraphs a to c of section 18 or to a subsidiary in which it holds at least 90 % of the shares, any immoveable it holds after acquiring it through expropriation or otherwise; it may also dispose of it to other persons provided that this is done with the authorization of the Government and by sale at auction or by public tender.
1971, c. 34, s. 31; 1978, c. 41, s. 25; 1999, c. 40, s. 105.
DIVISION VI
ACCOUNTS AND REPORT
32. The accounts of the Société shall be audited each year and whenever the Government so orders.
The auditors shall be appointed by the Government who shall fix their remuneration, which shall be paid by the Société.
1971, c. 34, s. 32; 1999, c. 40, s. 105.
33. The Société shall submit a report of its activities each year to the Prime Minister or to any other Minister designated by him, who must lay it before the National Assembly; the Parliamentary Committee on the Chairmanship of the Council shall be convened within the prescribed time to study such report and question the members of the Société and its subsidiaries.
The Prime Minister or any other Minister designated by him shall previously make such report public if the National Assembly is not sitting.
Such report shall contain any information that the Companies Act requires directors to give to the annual meeting of shareholders and any other information prescribed by the Minister.
The Société shall furnish the Prime Minister or any other Minister designated by him with any information he requires on its operations.
1971, c. 34, s. 33; 1999, c. 40, s. 105.
PART II
MUNICIPALITY
34. Subject to section 40, the Territory shall for all purposes constitute the territory of a municipality to be known under such name as the Government determines, notice of which shall be given by him in the Gazette officielle du Québec.
1971, c. 34, s. 34; 1996, c. 2, s. 636.
35. The municipality shall be governed by the Cities and Towns Act (chapter C-19) except for any provisions inconsistent with those of this Act and those which the Government declares inapplicable in whole or in part to the municipality or to all or part of its territory, notice of which shall be given by it in the Gazette officielle du Québec.
1971, c. 34, s. 35; 1996, c. 2, s. 637.
36. For the purposes of this Part, the board of directors of the Société shall be substituted for the municipal council and shall have all the rights, exercise the powers and be subject to the obligations of the municipal council in the exercise of its powers as such. The board of directors may, by order, delegate its powers to other persons.
1971, c. 34, s. 36; 1999, c. 40, s. 105.
37. The board of directors shall exercise the powers of the municipal council by order. An order may apply to a part only of the territory of the municipality indicated therein.
Every order respecting a budget or a program of capital expenditures, the imposition of a tax or a compensation, or a land use planning and development by-law or any other by-law establishing standards of conduct for the citizens of the territory must be submitted to the Government for approval. It must be published in the Gazette officielle du Québec after its approval. It comes into force on the date of the publication or the later date fixed therein.
Every order that is subject to the approval of the Government must be forwarded to the minister responsible for the administration of this part.
1971, c. 34, s. 37; 1983, c. 57, s. 107; 1996, c. 2, s. 638.
38. (1)  Every part of the territory of the municipality determined by the board of directors and permanently inhabited by at least 500 persons shall constitute a locality and bear the name designated by the board of directors.
(2)  When a locality is so constituted, the board of directors may establish a local council consisting of not more than five members appointed for three years, to which the board of directors may, by order, on such conditions as it determines, delegate its powers respecting such locality.
(3)  The board of directors may, instead of making the appointments, order that the members of the council be elected for three years at such time and in such manner as it prescribes.
(4)  To have the right to vote at the election of the members of a local council, a person must be at least 18 years of age, a Canadian citizen and have been domiciled in the locality for at least one year.
To be eligible as a member of such council, a person must be of full age, a Canadian citizen and have been domiciled in the locality for at least one year.
1971, c. 34, s. 38; 1996, c. 2, s. 639.
39. (1)  The board of directors may establish a general council consisting of at least one member of each local council.
(2)  The appointments to such council shall be made by each local council annually at such time and in such manner as may be prescribed by the board of directors.
(3)  Such council, acting in an advisory capacity, shall meet at least once a year to examine the report of the board of directors and to make its comments and suggestions known to it.
It shall also meet within thirty days following a notice of convocation given to the board of directors by a majority of its members.
1971, c. 34, s. 39.
39.1. The board of directors may impose a general property tax at different rates according to the parts of the territory of the municipality it determines.
1982, c. 2, s. 41; 1996, c. 2, s. 640; 1999, c. 40, s. 105.
40. The territory of every municipality constituted before 14 July 1971 and every Indian reserve created under the Indian Act (Revised Statutes of Canada, 1985, chapter I-5) shall be excluded from the territory of the municipality.
1971, c. 34, s. 40; 1996, c. 2, s. 641; 1999, c. 40, s. 105.
PART III
MISCELLANEOUS
41. Any grant of the domain of the State in the Territory to persons other than the Société, including the grant of any right under the acts governing mines, hydraulic resources, forests, fish, game, agriculture, colonization or tourism, shall be valid only if the authority making it has previously obtained the advice of the Société on the expediency of making such grant.
The grant may be validly made if the Société has not caused its advice to be forwarded within two months of the request for advice.
If the authority concerned refuses to make the grant following the unfavourable advice of the Société, it shall, before making it to any other person for the same purposes, ascertain that the person to whom it had previously refused it no longer wishes to obtain it.
However, this advice is not required in the case of the grant of the domain of the State in the Territory to Hydro-Québec or to the Société d’énergie de la Baie James for the purposes of development of hydro-electric resources or of production, transmission or distribution of electricity.
1971, c. 34, s. 41; 1978, c. 41, s. 26; 1999, c. 40, s. 105.
42. The operations of the Société and its subsidiaries shall not be governed by the provisions of the Watercourses Act (chapter R-13) and the Transport Act (chapter T-12).
Saving inconsistent provisions in this Act, it shall not be interpreted as restricting the application of laws respecting mines, hydraulic resources, forests, fish, game, agriculture, colonization or tourism.
1971, c. 34, s. 42; 1972, c. 49, s. 128; 1972, c. 55, s. 165; 1988, c. 23, s. 85; 1988, c. 8, s. 84; 1997, c. 83, s. 44; 1999, c. 40, s. 105.
43. This Act shall in no way affect rights of Indian communities living in the Territory.
1971, c. 34, s. 43.
44. The Prime Minister or any other Minister designated by him shall have charge of the application of this Act.
1971, c. 34, s. 44.
The Minister of Energy and Natural Resources is charged with the application of this Act. Order of the Premier dated 18 October 2018, (2018) 150 G.O. 2 (French), 7397.
45. (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.
SCHEDULE
(Section 2)
Description of the Territory
The Territory of the James Bay region shall comprise the territory bounded to the west by the west boundary of Québec, to the south by the parallel of latitude 49°00′ North, to the east by the electoral districts of Roberval, Dubuc and Saguenay and by the extension northerly of the west boundary of the electoral district of Saguenay and to the north by the parallel of latitude 55°00′ North.
1971, c. 34, Schedule.
REPEAL SCHEDULE

In accordance with section 17 of the Act respecting the consolidation of the statutes (chapter R-3), chapter 34 of the statutes of 1971, in force on 31 December 1977, is repealed, except section 45, effective from the coming into force of chapter D-8 of the Revised Statutes.