a-12, r. 7.2 - Regulation respecting the practice of agrology within a partnership or a joint-stock company

Updated to 31 December 2015

This document has official status.

chapter A-12, r. 7.2

Regulation respecting the practice of agrology within a partnership or a joint-stock company

Agrologists Act

(chapter A-12, s. 3).

Professional Code

(chapter C-26, s. 93, pars. g and h, and s. 94, par. p).

DIVISION I TERMS AND CONDITIONS OF PRACTICE

1. An agrologist may carry on professional activities within a partnership or joint-stock company within the meaning of Chapter VI.3 of the Professional Code (chapter C-26), if

(1)  more than 50% of the voting rights attached to the shares of the partnership or joint-stock company are held by

(a)  at least one agrologist;

(b)  a legal person, trust or any other enterprise whose voting rights attached to the shares or other participation are held wholly by at least one agrologist; or

(c)  both a person, a trust or other enterprise referred to in subparagraphs a and b;

(2)  a majority of the directors of the joint-stock company or, as the case may be, the partners or, where applicable, the managers appointed by the partners to manage the activities of the limited liability partnership are agrologists;

(3)  the quorum at the meetings of the board of directors or, as the case may be, the internal management board is composed of a majority of agrologists; and

(4)  the chair of the board of directors of the joint-stock company or the person who performs similar duties within the limited liability partnership is an agrologist.

An agrologist must ensure that the conditions set out in the first paragraph appear in the articles of constitution of the joint-stock company or are stipulated in the contract constituting the limited liability partnership, in the unanimous shareholders’ agreement or in any other document relating to the constitution and operation of the partnership or joint-stock company. The agrologist must also ensure that it is also provided that the partnership or joint-stock company is constituted for the purposes of carrying on professional activities.

O.C. 1070-2015, s. 1.

2. An agrologist may carry on professional activities within a partnership or joint-stock company referred to in Chapter VI.3 of the Professional Code (chapter C-26) that does not hold itself out to be a partnership or a joint-stock company of agrologists, if

(1)  more than 50% of the voting rights attached to the shares of the partnership or joint-stock company are held by

(a)  professionals governed by the Professional Code;

(b)  persons who have a legal authorization to practise the profession, issued in another Canadian province or in a Canadian territory;

(c)  a legal person, trust or any other enterprise whose voting rights attached to the shares or other participation are held in majority by one or more persons referred to in subparagraphs a and b; or

(d)  a combination of persons, trusts or any other enterprise referred to in subparagraphs a to c;

(2)  a majority of the directors of the joint-stock company or, as the case may be, the partners or, where applicable, the managers appointed by the partners to manage the activities of the limited liability partnership are in majority persons referred to in subparagraph a or subparagraph b of subparagraph 1; and

(3)  the quorum at the meetings of the board of directors or, as the case may be, the internal management board, is composed of a majority of persons referred to in subparagraph a or subparagraph b of subparagraph 1.

An agrologist must ensure that the conditions set out in the first paragraph appear in the articles of constitution of the joint-stock company or are stipulated in the contract constituting the limited liability partnership, in the unanimous shareholders’ agreement or in any other document relating to the constitution and operation of the partnership or joint-stock company. The agrologist must also ensure that it is also provided that the partnership or joint-stock company is constituted for the purposes of carrying on professional activities.

O.C. 1070-2015, s. 2.

3. An agrologist who becomes aware that a condition set out in section 1 or 2 is no longer met must, within 21 days, make sure that the situation is remedied, failing which the agrologist is no longer authorized to carry on activities within the partnership or joint-stock company.

O.C. 1070-2015, s. 3.

4. An agrologist who is struck off the roll for more than 90 days or whose permit has been revoked may not, during the period of the striking off or revocation, be a director, officer or representative of the partnership or joint-stock company and may not directly or indirectly hold any voting share in the partnership or joint-stock company.

O.C. 1070-2015, s. 4.

5. An agrologist may carry on professional activities within a partnership or joint-stock company only after transmitting to the Ordre des agronomes du Québec

(1)  a declaration complying with the provisions of section 6, together with payment of the fees prescribed by the board of directors of the Order;

(2)  a written document from a competent authority certifying that the partnership or joint-stock company complies with the security requirements of Division III;

(3)  where applicable, a certified true copy of the declaration from the competent authority indicating that the general partnership has been continued as a limited liability partnership;

(4)  a written document from a competent authority certifying that the partnership or joint-stock company is registered in Québec;

(5)  a written document from a competent authority certifying that the partnership or joint-stock company maintains an establishment in Québec; and

(6)  a written undertaking by the partnership or joint-stock company to provide to a person, a committee, a disciplinary body or a tribunal referred to in section 192 of the Professional Code (chapter C-26) that requires it any document mentioned in section 13 or a copy of such document, as well as to take the measures necessary to ensure that the document or copy is provided as effectively and as quickly as possible.

O.C. 1070-2015, s. 5.

6. The declaration provided for in paragraph 1 of section 5 or in section 7 must be made on the form provided by the Order and contain

(1)  the name of the partnership or joint-stock company and any other names used in Québec and the business number assigned to it by the competent authority;

(2)  the agrologist’s name and home address, member number and status within the partnership or joint-stock company;

(3)  the legal form of the partnership or joint-stock company;

(4)  in the case of a joint-stock company, the address of its head office and the address of its establishments in Québec, the names and home addresses of the shareholders with voting rights, of the directors and of the officers of the joint-stock company, and the professional order or equivalent body of which they are members, if applicable;

(5)  in the case of a limited liability partnership, the address of its establishments in Québec, specifying the address of the principal establishment, the names and home addresses of the partners and, where applicable, the names and home addresses of the managers appointed by the partners, whether or not they reside in Québec, and the professional order or equivalent body of which they are members, if applicable; and

(6)  an attestation to the effect that the partnership or joint-stock company complies with the conditions set out in this Regulation, in particular those regarding the voting shares held.

O.C. 1070-2015, s. 6.

7. To retain the right to carry on professional activities within a partnership or joint-stock company, an agrologist must update and provide the declaration described in section 6 and, where applicable, pay the fees prescribed by the board of directors of the Order, before 31 March of each year.

The agrologist must also inform the Order without delay of any change in the security under Division III or in the information provided in the declaration referred to in the first paragraph or paragraph 1 of section 5 that may affect compliance with the conditions set out in this Regulation.

O.C. 1070-2015, s. 7.

DIVISION II REPRESENTATIVE

8. If several agrologists carry on their professional activities within the same partnership or joint-stock company, they may designate a representative to act on their behalf in connection with the terms and conditions provided for in sections 5 and 7.

The representative must be an agrologist, carry on professional activities within the partnership or joint-stock company and be a director and, as the case may be, a shareholder or partner of the joint-stock company or partnership.

The representative must ensure the accuracy of the information provided in the declaration, except for the information referred to in paragraph 2 of section 6.

The representative must also reply to every request made by the syndic, an inspector, an investigator or any other representative of the Order and provide any document that agrologists are required to submit.

O.C. 1070-2015, s. 8.

DIVISION III PROFESSIONAL LIABILITY

9. To be authorized to carry on professional activities within a partnership or joint-stock company in accordance with this Regulation, an agrologist must furnish and maintain security for that partnership or joint-stock company, by an insurance or suretyship contract, by participation in group insurance contracted by the Order or by subscribing to a professional liability insurance fund established in accordance with section 86.1 of the Professional Code (chapter C-26), against the liability that the partnership or joint-stock company may incur as the result of a fault on the part of the agrologist committed while practising within the partnership or joint-stock company.

O.C. 1070-2015, s. 9.

10. The security must include the following minimum conditions:

(1)  coverage of at least $1,000,000 per claim and of at least $3,000,000 for all claims filed against the partnership or joint-stock company during a coverage period of 12 months; the amount must be of at least $4,000,000 when the partnership or joint-stock company has more than 3 agrologists;

(2)  an undertaking by the insurer or surety to pay in lieu of the partnership or joint-stock company, up to the amount of the security, any sum that the partnership or joint-stock company may be legally bound to pay in damages to a third person on a claim filed during the coverage period and arising from fault on the part of the agrologist committed while practising within the partnership or joint-stock company;

(3)  an undertaking by the insurer or surety to take up the cause of the partnership or joint-stock company and defend it in any action against it and to pay, in addition to the amounts covered by the security, all costs and expenses of proceedings against the partnership or joint-stock company, including the costs of the inquiry and defence and the interest on the amount of the security;

(4)  an undertaking by the insurer or surety to extend the security to any claim filed against the partnership or joint-stock company within 5 years following the end of the coverage;

(5)  an undertaking by the insurer or surety to provide the secretary of the Order with a 30-day notice prior to any cancellation or amendment to the security if the amendment affects a condition set out in this section or to any non-renewal of the security.

O.C. 1070-2015, s. 10.

11. The suretyship contract must be entered into with a bank, savings and credit union, trust or insurance company domiciled in Canada. The surety must also maintain sufficient property in Québec to honour the coverage provided for in this Division.

The surety must undertake to provide security in accordance with the conditions of this Division and to pay the amount due on behalf of the partnership or joint-stock company by waiving the benefit of division and discussion, up to the amount of the coverage.

O.C. 1070-2015, s. 11.

DIVISION IV ADDITIONAL INFORMATION

12. Where a general partnership is continued as a limited liability partnership or where a joint-stock company is constituted, agrologists who carry on professional activities within the partnership or joint-stock company must, on the date of the constitution or continuation, send a notice to their clients informing them of the nature and effects of the status change of the partnership or joint-stock company, in particular with respect to their professional liability and that of the partnership or joint-stock company.

O.C. 1070-2015, s. 12.

13. The documents that may be required from the partnership or joint-stock company pursuant to paragraph 6 of section 5 are the following:

(1)  if the agrologist carries on professional activities within a joint-stock company:

(a)  an up-to-date register of the articles of constitution and by-laws of the joint-stock company;

(b)  any unanimous shareholders’ agreement, voting agreements and amendments;

(c)  the declaration of registration and certificate of constitution of the joint-stock company and any update;

(d)  an up-to-date register of the securities of the joint-stock company;

(e)  an up-to-date register of the directors of the joint-stock company;

(f)  an up-to-date list of the principal officers of the joint-stock company and their home addresses;

(2)  if the agrologist carries on activities within a limited liability partnership:

(a)  the partnership agreement and amendments;

(b)  the declaration of registration of the partnership and any update;

(c)  an up-to-date register of the partners;

(d)  where applicable, an up-to-date register of the managers of the partnership; and

(e)  the names and home addresses of the principal officers of the partnership.

O.C. 1070-2015, s. 13.

DIVISION V TRANSITIONAL AND FINAL

14. An agrologist carrying on professional activities within a joint-stock company constituted for that purpose before 31 december 2015 must comply with the requirements set out in this Regulation at the latest within 1 year following that date.

O.C. 1070-2015, s. 14.

15. (Omitted).

O.C. 1070-2015, s. 15.

REFERENCES

O.C. 1070-2015, 2015 G.O. 2, 3267