C-40.1 - Act respecting Roman Catholic cemetery companies

Updated to 11 December 2019

This document has official status.

chapter C-40.1

Act respecting Roman Catholic cemetery companies

This Act was formerly entitled: “An Act respecting Roman Catholic cemetery corporations”. The title was amended by section 89 of chapter 40 of the statutes of 1999.

1999, c. 40, s. 89.

DIVISION I PRELIMINARIES

1. In this Act, saving inconsistency, the term

(a)  “company” means a legal person constituted under this Act;

(b)  “parochial body” means a fabrique as well as a body holding a church or a public chapel used for Roman Catholic worship;

(c)  “Roman Catholic cemetery” means a cemetery recognized by the bishop of the place as a Roman Catholic cemetery;

(d)  “bishop” means the cleric who, according to the rules of the Roman Catholic Church, is appointed to administer a diocese; this term includes an archbishop, a diocesan bishop, an archeparch, an eparch, an exarch, a vicar apostolic, a military ordinary, a prefect apostolic, a territorial prelate, a territorial abbot, an apostolic administrator, a diocesan administrator, a vicar general, a pro-vicar in a vicariate apostolic, a pro-prefect in a prefecture apostolic and a vicar deputed to a vicariate apostolic or to a prefecture apostolic;

(e)  “bishop of the place” means the clergyman acting for the time being as bishop of the Roman Catholic diocese or of the Roman Catholic ecclesiastical division comprising within its limits the place of the head office of a company; however for the presentation of a petition for the constitution of a cemetery as a legal person, the term “bishop of the place” means the clergyman having jurisdiction as such at the place proposed for the head office of the company to be constituted;

(f)  “rector” means the clergyman acting for the time being as rector of a Roman Catholic parish or the rector of a church or public chapel used for Roman Catholic worship;

(g)  “visitor” means the bishop of the place or any other person appointed as visitor by such bishop of the place;

(h)  “register” means the register referred to in Chapter II of the Act respecting the legal publicity of enterprises (chapter P-44.1).

R. S. 1964, c. 308, s. 1; 1993, c. 48, s. 380; 1997, c. 25, s. 17; 1999, c. 40, s. 89; 2010, c. 7, s. 282.

DIVISION II INCORPORATION

2. The enterprise registrar, by letters patent issued under his hand and seal, may constitute as a legal person two or more parochial bodies under such name and upon such conditions as are mentioned in the petition of such bodies for constitution as a legal person under this Act.

The letters patent issued by the enterprise registrar under his hand and seal shall have the same effect as if they had been issued by the Lieutenant-Governor under the Great Seal.

R. S. 1964, c. 308, s. 2; 1969, c. 26, s. 85; 1975, c. 76, s. 11; 1981, c. 9, s. 24; 1982, c. 52, s. 178; 1999, c. 40, s. 89; 2002, c. 45, s. 281.

3. The petition shall mention

(a)  the names, head offices and modes of constitution of the petitioning parochial bodies;

(b)  the name and head office of the company to be constituted;

(c)  the powers to be assigned to the company in addition to those hereinafter mentioned in section 23, as well as the rules governing their exercise;

(d)  the name and the address of the person designated as provisional chairman of the company.

R. S. 1964, c. 308, s. 3; 1993, c. 48, s. 381; 1999, c. 40, s. 89.

3.1. The name of a company shall be in conformity with section 9.1 of the Companies Act (chapter C-38).

1993, c. 48, s. 382; 1999, c. 40, s. 89.

4. The petition must be signed by three representatives of each of the parochial bodies and also by the rector of the church or chapel held by each of the petitioning bodies.

R. S. 1964, c. 308, s. 4.

5. The petition must also bear the written approval of the bishop of the place.

R. S. 1964, c. 308, s. 5.

6. The administrative authority of each parochial body, namely the churchwardens in the case of a fabrique, must consent to the presentation of the petition and designate, in addition to the rector, the representatives who are to sign it.

R. S. 1964, c. 308, s. 6.

7. The petitioners must file with the petition the written consent of each body which, in the case of a body having a board of directors, must be stated by a resolution of such board.

R. S. 1964, c. 308, s. 7; 1999, c. 40, s. 89.

7.1. The enterprise registrar shall refuse to constitute a company where the petition of the company contains a name not in conformity with any of paragraphs 1 to 6 of section 9.1 of the Companies Act (chapter C‐38).

1993, c. 48, s. 383; 1999, c. 40, s. 89; 2002, c. 45, s. 281.

8. The enterprise registrar shall deposit the letters patent in the register.

R. S. 1964, c. 308, s. 8; 1969, c. 26, s. 86; 1975, c. 76, s. 11; 1981, c. 9, s. 24; 1982, c. 52, s. 179; 1993, c. 48, s. 384; 2002, c. 45, s. 281.

DIVISION III ORGANIZATION MEETING

9. Upon the issue of the letters patent constituting a company, the provisional chairman shall call a meeting of the rectors and representatives of each of the parochial bodies which signed the petition, to be held at the place, on the day and at the hour fixed by him.

The provisional chairman must inform the bishop of the place of the holding of such meeting; the bishop may attend or be represented at the meeting.

R. S. 1964, c. 308, s. 9; 1999, c. 40, s. 89.

10. At such meeting the rectors and representatives present shall adopt, by a majority of votes, a by-law determining, for each parochial body which is a member of the company, the number of delegates, in addition to the rector, who will represent it at the meetings of the company.

Such by-law shall take effect only upon approval by the bishop of the place.

R. S. 1964, c. 308, s. 10; 1999, c. 40, s. 89.

11. The provisional chairman may, as occasion arises, adjourn the meeting of the rectors and representatives and, if need be, reconvene them.

R. S. 1964, c. 308, s. 11.

12. The bishop of the place may appoint and designate, if need be, any substitute for the provisional chairman or for a representative who, on account of death, illness or incapacity, is unable to act as such.

R. S. 1964, c. 308, s. 12.

13. The representatives of the parochial bodies shall cease to act as such upon approval by the bishop of the place of the by-law of the company above provided for.

R. S. 1964, c. 308, s. 13; 1999, c. 40, s. 89.

14. The provisional chairman of the company shall remain in office until the company appoints a permanent chairman.

R. S. 1964, c. 308, s. 14; 1999, c. 40, s. 89.

DIVISION IV MEMBERS AND DELEGATES

15. The rights of each member of the company shall be exercised by the delegates, designated as the occasion requires in the manner hereinafter determined, who shall attend the meetings of the company and vote as provided by the by-laws of the company.

R. S. 1964, c. 308, s. 15; 1999, c. 40, s. 89.

16. Every parochial body which is a member of the company, upon approval of the by-law above provided for, shall designate, in addition to the rector who is one de jure, as many delegates as are indicated by such by-law, to attend the meetings of the company and exercise its rights as a member. Such designation shall be made by the administrative authority of the parochial body.

R. S. 1964, c. 308, s. 16; 1999, c. 40, s. 89.

17. The rector ministering in the church or chapel held by a parochial body shall be de jure that body’s delegate at meetings of the company.

R. S. 1964, c. 308, s. 17; 1999, c. 40, s. 89.

18. A parochial body which is a member of the company, acting, as occasion requires, through its administrative authority, may revoke at will the mandate of the delegates appointed by it and replace them; but in order to be represented at meetings of the company, it must always have the number of delegates fixed by the by-laws of the company.

The bishop of the place may, at need, designate the delegate or delegates of any parochial body which, though so required, fails or refuses to designate such delegate or delegates.

R. S. 1964, c. 308, s. 18; 1999, c. 40, s. 89.

19. The company may, upon such conditions as it determines, admit as a member any parochial body authorized for such purpose by the bishop of the place and by its administrative authority.

R. S. 1964, c. 308, s. 19; 1999, c. 40, s. 89.

20. Any parochial body may resign as a member of the company, provided that it be so authorized by the bishop of the place and by its administrative authority.

R. S. 1964, c. 308, s. 20; 1999, c. 40, s. 89.

21. Every company is bound, if so required, to grant burial, upon the conditions established by its by-laws, to deceased residents of the territory over which any of its members has jurisdiction, or persons who died while sojourning there.

R. S. 1964, c. 308, s. 21; 1999, c. 40, s. 89.

DIVISION V OBJECTS AND POWERS

22. The objects of the company shall be the holding and administration of Roman Catholic cemeteries.

R. S. 1964, c. 308, s. 22; 1999, c. 40, s. 89.

23. The company has, in particular, the following powers:

(a)  to have a seal and alter it at will;

(b)  to appear before the courts;

(c)  to acquire, establish, maintain, administer and manage any work or undertaking in the pursuance of its objects;

(d)  to acquire, establish, possess, maintain, administer and manage cemeteries, chapels, residences for clerics and houses for employees;

(e)  to issue, endorse and negociate bills of exchange, notes and other negotiable instruments;

(f)  to borrow money on its credit by any method recognized by the law;

(g)  to bind itself and bind others towards it in any legal manner;

(h)  hypothecate its movable or immovable property or otherwise encumber its movable property with any charge to secure payment of its loans or the performance of its obligations;

(i)  to issue bonds or other titles of indebtedness or securities, and sell, exchange or hypothecate the same;

(j)  (paragraph repealed);

(k)  to invest its funds in any manner deemed suitable, either in its own name or in the name of trustees;

(l)  to accept any gift, legacy or other liberality;

(m)  to acquire, possess, administer and alienate any property, by all legal methods and under any title whatsoever;

(n)  to acquire by expropriation, with the previous authorization of the Government and upon such conditions as it determines, any immovable property deemed necessary for the pursuit of its objects and situated in the diocese or ecclesiastical division of the bishop of the place;

(o)  to erect, possess, repair, equip, improve, transform and utilize any buildings and works suitable for the pursuit of its ends, on its immovables or on those of which it has the enjoyment, and to contribute to or aid in any manner in the erection, equipment and maintenance of such works and buildings;

(p)  to sell, assign or otherwise alienate all or any part of its undertakings and works, gratuitously or for any consideration deemed sufficient;

(q)  to make with any public authority arrangements calculated to further the pursuit of its ends, carry out the same and exercise the rights and privileges and fulfil the obligations resulting therefrom;

(r)  to solicit, promote and obtain any statute, ordinance, order, regulation or other authorization or provision, legislative or administrative, which may seem calculated to benefit it directly or indirectly, and oppose any proceeding or application of such a nature as directly or indirectly to prejudice its interests;

(s)  to make with any person or partnership carrying on or intending to carry on enterprises, works or operations which may be advantageous to it, agreements for mutual co-operation and for other similar purposes; join any group or become a member of any association or legal person pursuing undertakings or activities calculated to assist it in the exercise of its powers;

(t)  to associate itself with any legal person pursuing undertakings and works connected with its objects;

(u)  to do any other things related or conducive to the pursuit of its objects and the exercise of its powers.

R. S. 1964, c. 308, s. 23; 1992, c. 57, s. 525; 1999, c. 40, s. 89.

24. The company must dispose, within a reasonable time, of immovables which, for a period of 25 consecutive years, have not been utilized for the pursuit of its objects.

R. S. 1964, c. 308, s. 24; 1999, c. 40, s. 89.

25. The company, when authorized by its visitor, may accept endowments for religious, pious and charitable purposes and consequently receive, as legal depositary, trustee, legatee and donee, the property given or transferred by gift, will or otherwise, by the founder and bind itself, as such, to carry out the charges established by the latter, the company being bound to carry out the same with the property of the endowment only and not with its personal assets.

The property of each endowment shall constitute a distinct patrimony which must be managed and administered separately. The company may exercise all the rights of absolute owner and use a special seal for each patrimony; it must keep a separate account for each showing the composition thereof.

The rights of control vested in the visitor of the company by section 36 shall apply to all acts done by the latter in the exercise of the powers resulting from this section.

R. S. 1964, c. 308, s. 25; 1999, c. 40, s. 89.

26. The company may, by by-law, as occasion arises, make, amend and repeal provisions respecting

(a)  its internal management;

(b)  the appointment, functions, powers and duties of its officers, agents and employees;

(c)  the constitution, appointment and management of executive committees, special committees, boards or officers who or which may be constituted or appointed for the pursuit of its objects and charged with the exercise of all or any of its powers;

(d)  the representation, notwithstanding the by-laws adopted at the time of the organization of the company, of members at meetings of the company, which representation may be different for each member;

(e)  the contribution exigible from members and the criteria used for determining the amount thereof;

(f)  the administration, management and control of its properties, works and undertakings;

(g)  the pursuit of its objects generally.

Such by-laws, in order to come into force, must be approved by the visitor of the company.

R. S. 1964, c. 308, s. 26; 1999, c. 40, s. 89.

27. The company may also, by by-law, as occasion arises, make, amend and repeal provisions respecting

(a)  the conditions respecting the concession of cemetery lots and the rights and obligations resulting therefrom as well as the repossession of conceded lots;

(b)  the persons who may be buried in the cemetery and in conceded lots;

(c)  the devolution of conceded lots on the death of the concessionary and subsequent holders without testamentary provision therefor;

(d)  the monuments, decorations, inscriptions and other works placed or made on conceded lots.

Such by-laws, in order to come into force, must be approved by the bishop of the place.

R. S. 1964, c. 308, s. 27; 1999, c. 40, s. 89.

28. Upon proof that a lot or grave in a cemetery has been abandoned for more than 30 years, the Court of Québec having jurisdiction at the place of the head office of the company may, upon application by the latter, annul, on such conditions as it determines, the concession or possession of such lot or grave and restore it to the applicant company, even if the holder has not been made a party to the proceedings. The Court, before considering the application, shall fix the date for hearing the same and the notices to be given, and determine upon what persons it must be served, if they are known.

The rights granted by this section may be exercised not only by a company governed by this Act, but also by any legal person holding a Roman Catholic cemetery.

R. S. 1964, c. 308, s. 28; 1965 (1st sess.), c. 17, s. 2; 1988, c. 21, s. 66; 1999, c. 40, s. 89; 2002, c. 19, s. 18; I.N. 2016-01-01 (NCCP).

29. The company, when thereto authorized by its visitor, may change its name or the place of its head office, which must be located in Québec; every such change must be notified to the enterprise registrar, who shall deposit a notice to that effect in the register.

R. S. 1964, c. 308, s. 29; 1969, c. 26, s. 87; 1975, c. 76, s. 11; 1981, c. 9, s. 24; 1982, c. 52, s. 179; 1993, c. 48, s. 385; 1999, c. 40, s. 89; 2002, c. 45, s. 281.

29.1. The remedies provided for in section 221.1 of the Companies Act (chapter C-38), adapted as required, may be exercised in respect of the name of a company.

1993, c. 48, s. 386; 1999, c. 40, s. 89.

30. The enterprise registrar, upon the petition of the company, may issue supplementary letters patent increasing or amending its powers as well as the rules for their exercise; he shall deposit the supplementary letters patent in the register.

R. S. 1964, c. 308, s. 30; 1969, c. 26, s. 88; 1975, c. 76, s. 11; 1981, c. 9, s. 24; 1982, c. 52, s. 179; 1993, c. 48, s. 387; 1999, c. 40, s. 89; 2002, c. 45, s. 281.

DIVISION VI EXERCISE OF POWERS

31. The rights and powers of the company shall be exercised by the meeting of delegates who may, by by-law approved by the bishop of the place, assign the exercise of certain powers to an administrative committee, officer or body designated in the by-law.

R. S. 1964, c. 308, s. 31; 1999, c. 40, s. 89.

32. Decisions validly taken by the company shall bind its members.

R. S. 1964, c. 308, s. 32; 1999, c. 40, s. 89.

33. Decisions at meetings of the company shall be taken by the majority of the voting delegates, but the by-laws may enact that in certain cases the decisions shall be taken otherwise.

R. S. 1964, c. 308, s. 33; 1999, c. 40, s. 89.

34. The company must be previously and specially authorized by its visitor to exercise, in respect of either its own assets or those of endowments, the following powers:

(a)  The power to acquire or to alienate immovables;

(b)  The power to erect structures;

(c)  The power to establish, acquire, alienate or abandon a work or undertaking;

(d)  The power to accept the endowments referred to in section 25;

(e)  The powers enumerated in paragraphs h, i, k, n, p, q, r, s and t of section 23.

R. S. 1964, c. 308, s. 34; 1992, c. 57, s. 526; 1999, c. 40, s. 89.

35. The company must provide for a sinking fund for any issue of bonds or other debt securities which it may make and which is not payable by annual instalments.

Such bonds and other debt securities, in addition to the signatures of the persons authorized to sign them, must be certified by the bishop of the place or another person authorized by him, establishing that the issue of such bonds or other debt securities was authorized by the said bishop of the place.

The company must keep at its head office an authentic copy of every trust deed to which it has become a party; any person interested may, on occasion, refer to such copy and make extracts therefrom without cost.

R. S. 1964, c. 308, s. 35; 1999, c. 40, s. 89.

36. The visitor may visit the company at any reasonable time and satisfy himself as to all matters respecting the administration and management of its works and undertakings. He may, but without affecting the rights of third parties, oblige it to do whatever he deems useful or necessary for the management, administration and improvement of such works and undertakings and to discontinue anything which he deems inappropriate or unnecessary for such purposes.

R. S. 1964, c. 308, s. 37; 1986, c. 95, s. 115; 1999, c. 40, s. 89.

DIVISION VII SPECIAL PROVISIONS

37. (Repealed).

R. S. 1964, c. 308, s. 38; 1970, c. 42, s. 17; 1985, c. 23, s. 24; 1999, c. 40, s. 89; 2016, c. 1, s. 113.

38. The company shall not use an immovable as a cemetery or enlargement of a cemetery unless previously and specifically so authorized by the bishop of the place.

R. S. 1964, c. 308, s. 39; 1970, c. 42, s. 17; 1985, c. 23, s. 24; 1999, c. 40, s. 89; 2016, c. 1, s. 114.

39. The company shall not alienate an immovable which has been used as a cemetery until it has secured the authorizations required for disinterring the bodies buried there and has placed them in another cemetery.

R. S. 1964, c. 308, s. 40; 1999, c. 40, s. 89.

40. Every immovable used by the company as a cemetery

(a)  (paragraph repealed);

(b)  cannot be affected by homologated lines resulting from plans made by municipalities and approved by the courts.

R. S. 1964, c. 308, s. 41; 1987, c. 64, s. 333; 1999, c. 40, s. 89.

41. The company being a non-profit organization, the property owned by it for the pursuit of its objects or to house its assistants and employees is property owned for the purposes for which it was constituted and shall enjoy the privileges attached to such property.

R. S. 1964, c. 308, s. 42; 1999, c. 40, s. 89.

42. The company must comply with the provisions of the Funeral Operations Act (chapter A-5.02).

R. S. 1964, c. 308, s. 43; 1999, c. 40, s. 89; 2016, c. 1, s. 115.

43. (Repealed).

R. S. 1964, c. 308, s. 44; 1992, c. 57, s. 527.

44. Any parochial body, with the approval of the bishop of the place and upon the sole authorization of its council of administration, may cede, upon such conditions as it determines and even gratuitously, to the company of which it is a member, any immovable used as a cemetery or intended to be used as such.

R. S. 1964, c. 308, s. 45; 1999, c. 40, s. 89.

45. Any parochial body, with the approval of the bishop of the place and upon the sole authorization of its council of administration, may contribute to the cost of enlarging and maintaining a cemetery held by the company of which it is a member; it may also, upon the same conditions, guarantee the engagements and obligations of such company.

R. S. 1964, c. 308, s. 46; 1999, c. 40, s. 89.

DIVISION VIII FINAL PROVISIONS

46. Every cemetery company, whether or not constituted under this Act, may transfer the whole of its property with the obligation of paying its liabilities, to a company constituted under this Act.

The enterprise registrar, upon proof of such transfer, may declare the former dissolved upon petition of the former; he shall draw up an act of dissolution which he shall deposit in the register.

R. S. 1964, c. 308, s. 47; 1969, c. 26, s. 89; 1975, c. 76, s. 11; 1981, c. 9, s. 24; 1982, c. 52, s. 179; 1993, c. 48, s. 388; 1999, c. 40, s. 89; 2002, c. 45, s. 281.

47. (Repealed).

R. S. 1964, c. 308, s. 48; 1993, c. 48, s. 389.

48. The company must keep at its head office one or more registers containing

(a)  a copy of the letters patent constituting it as a company and of its supplementary letters patent, if any;

(b)  the by-laws made in the exercise of the powers conferred by this Act;

(c)  the names and head offices of each member, indicating, as regards each, the date of its admission and the date when it ceases to be a member;

(d)  the name, nationality, address and occupation of each delegate of a member and of each visitor of the company, indicating, as regards each, the date of his appointment and the date when he ceased to hold office;

(e)  the debts secured by hypothec on its immovables, indicating for each the principal sum, a summary description of the immovables hypothecated and the name of the creditor or, as regards bond issues, the name of the trustee.

Such registers shall constitute proof of their contents until proof to the contrary, as shall extracts sealed with the seal of the company and certified by its secretary.

Any person interested may consult them and obtain certified extracts therefrom at his own expense.

R. S. 1964, c. 308, s. 49; 1999, c. 40, s. 89.

49. A certificate of the chancellor of the diocese comprising in its limits the place of the head office of the company, shall constitute proof for all purposes, that a person holds an office contemplated by this Act or the by-laws of the company.

R. S. 1964, c. 308, s. 50; 1999, c. 40, s. 89.

50. The enterprise registrar, upon petition by the company approved by the bishop of the place, may declare such company dissolved; such dissolution shall take effect only from and after the sixtieth day following the date of deposit of the notice of dissolution in the register. In the case of such dissolution, the property of the company, after payment of its obligations, shall revert to the bishop of the place.

R. S. 1964, c. 308, s. 51; 1969, c. 26, s. 90; 1975, c. 76, s. 11; 1981, c. 9, s. 24; 1982, c. 52, s. 179; 1993, c. 48, s. 390; 1999, c. 40, s. 89; 2002, c. 45, s. 281.

51. (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.

52. The Government designates the Minister responsible for the administration of this Act except the provisions relating to the responsibilities of the enterprise registrar, which are administered by the Minister of Employment and Social Solidarity.

2002, c. 45, s. 282; 2006, c. 38, s. 21; 2016, c. 29, s. 26.

Not in force

53. The Minister of Economy and Innovation is responsible for the application of this Act.

2002, c. 45, s. 282; 2003, c. 29, s. 170; 2006, c. 8, s. 31; 2019, c. 29, s. 1.

REPEAL SCHEDULE

In accordance with section 9 of the Act respecting the consolidation of the statutes and regulations (chapter R-3), chapter C-69 of the Revised Statutes, in force on 1 April 2000, is repealed effective from the coming into force of chapter C-40.1 of the Revised Statutes.