S-14 - Act respecting the Société des Traversiers du Québec

Updated to 11 May 2017

This document has official status.

chapter S-14

Act respecting the Société des Traversiers du Québec

1. A joint-stock company, hereinafter called “the Société”, is constituted under the name of “Société des Traversiers du Québec”.

1971, c. 65, s. 1; 1974, c. 62, s. 2; 1977, c. 5, s. 14; 1999, c. 40, s. 286; 2007, c. 23, s. 14.

2. The head office of the Société shall be in the territory of the Communauté métropolitaine de Québec. Notice of its location or any relocation is published in the Gazette officielle du Québec.

The Société may hold its meetings anywhere in Québec.

1971, c. 65, s. 2; 1977, c. 5, s. 14; 1996, c. 2, s. 914; 2000, c. 56, s. 202; 2007, c. 23, s. 1, s. 14.

3. The objects of the Société shall be:

(a)  to provide transportation services by ferry-boat across rivers and lakes situated in Québec and excursion services on such rivers and lakes, and, aboard its vessels, accessory or complementary services;

(b)  to acquire, hold or alienate the property required for such services, and to carry out or cause to be carried out all work intended to ensure such services.

With the authorization of the Minister of Transport, the Société may also provide accessory or complementary services on land, if they are related to its objects.

1971, c. 65, s. 3; 1974, c. 62, s. 3; 1975, c. 46, s. 1; 1999, c. 40, s. 286; 2007, c. 23, s. 14.

4. The authorized capital of the Société shall be $10,000,000.

It shall be divided into 100,000 shares of the par value of $100 each.

1971, c. 65, s. 4; 1975, c. 46, s. 2; 2007, c. 23, s. 14.

5. The shares of the Société shall form part of the domain of the State and shall be reserved for the Minister of Finance.

1971, c. 65, s. 5; 1975, c. 46, s. 3; 1999, c. 40, s. 286; 2007, c. 23, s. 14.

5.1. The Société enjoys the rights and privileges of a mandatary of the State.

The property of the Société forms part of the domain of the State, but the execution of its obligations may be levied against its property.

The Société binds none but itself when it acts in its own name

2007, c. 23, s. 2.

6. TThe Société is administered by a board of directors consisting of nine members, including the chair and the president and chief executive officer.

The Government shall appoint the members of the board, other than the chair and the president and chief executive officer, taking into consideration the expertise and experience profiles approved by the board. Board members are appointed for a term of up to four years.

1971, c. 65, s. 7; 2007, c. 23, s. 3.

7. Members of the board of directors other than the president and chief executive officer receive no remuneration except in the cases, on the conditions and to the extent determined by the Government. They are, however, entitled to a reimbursement of the expenses incurred in the exercise of their functions, on the conditions and to the extent determined by the Government.

1971, c. 65, s. 8; 2007, c. 23, s. 4.

8. The Government shall appoint the chair of the board of directors for a term of up to five years.

1971, c. 65, s. 9; 1977, c. 5, s. 14; 2007, c. 23, s. 5.

8.1. On the recommendation of the board of directors, the Government shall appoint the president and chief executive officer, taking into consideration the expertise and experience profile approved by the board.

The president and chief executive officer is appointed for a term of up to five years.

The Government shall determine the remuneration, employee benefits and other conditions of employment of the president and chief executive officer.

2007, c. 23, s. 5.

8.1.1. If the board of directors does not recommend a candidate for the position of president and chief executive officer in accordance with section 8.1 within a reasonable time, the Government may appoint the president and chief executive officer after notifying the board members.

2007, c. 23, s. 5.

8.1.2. If the president and chief executive officer is absent or unable to act, the board of directors may designate an officer under the authority of the president and chief executive officer to exercise the functions of that position.

2007, c. 23, s. 5.

9. At the expiry of their term, the members of the board of directors remain in office until replaced or reappointed.

A vacancy on the board of directors is filled in accordance with the applicable rules governing appointments.

Non-attendance at a number of board meetings determined by the Société’s rules of internal management constitutes a vacancy in the cases and circumstances specified in those rules.

1971, c. 65, s. 10; 2007, c. 23, s. 6.

10. No person shall hold office as a director unless domiciled in Québec, but no share qualification shall be required.

1971, c. 65, s. 11.

11. (Repealed).

1971, c. 65, s. 12; 2007, c. 23, s. 7.

12. The office of president and chief executive officer is a full-time position.

He shall be responsible for the administration of the Société within the scope of its by-laws.

1971, c. 65, s. 13; 2007, c. 23, s. 8, s. 14.

12.1. The Société may establish rules for its internal management.

2007, c. 23, s. 9.

12.2. The minutes of the meetings of the board of directors, approved by the board and certified by the chair, the president and chief executive officer, the secretary or another person authorized by the Société, are authentic.

The same applies to documents and copies of documents emanating from the Société or forming part of its records, if they are so certified

2007, c. 23, s. 9.

12.3. If all agree, the members of the board of directors may take part in a meeting by means of equipment enabling all participants to communicate directly with one another.

2007, c. 23, s. 9.

12.4. The personnel members of the Société shall be appointed in accordance with the staffing plan established by the Société.

Subject to the provisions of a collective agreement, the Société shall determine the standards and scales of remuneration, employee benefits and other conditions of employment of its personnel members in accordance with the conditions defined by the Government.

2017, c. 7, s. 26.

13. The Société may do whatever is necessary to carry out its objects.

1971, c. 65, s. 14; 1975, c. 46, s. 5; 2007, c. 23, s. 10.

14. The Société shall not, without the prior authorization of the Government:

(a)  contract a loan that causes the total of its current outstanding loans to exceed the amount determined by the Government;

(b)  acquire, hold or transfer shares or other interests in any undertaking whose objects are similar to those of the Société;

(c)  associate itself with any person or firm for the carrying out of its objects;

(d)  (paragraph repealed).

1971, c. 65, s. 15; 2007, c. 23, s. 11, s. 14.

15. The Société may, with the authorization of the Government, acquire by expropriation any immovable, part of an immovable or real right which it requires for the carrying out of its objects, including any immovable, part of an immovable or real right devoted to public use or not liable to expropriation under a general law or special Act.

1971, c. 65, s. 16 (part); 2007, c. 23, s. 14.

16. (Repealed).

1971, c. 65, s. 17; 2000, c. 8, s. 201; 2007, c. 23, s. 12.

17. The dividends paid by the Société shall be fixed by the Government and not by the directors.

No dividend the payment of which would reduce the Société’s accumulated surplus to less than one-third of its paid-up capital shall be declared.

1971, c. 65, s. 18; 2007, c. 23, s. 14.

18. The fiscal year of the Société shall end on 31 March each year.

1971, c. 65, s. 19; 2007, c. 23, s. 14.

19. Not later than 30 June each year, the Société must report to the Minister of Transport on its activities for the preceding fiscal year.

Such report must also contain all the information which the Minister requires.

Such report shall be laid before the National Assembly within thirty days if in session or, if not, within ten days after the opening of the next session.

1971, c. 65, s. 20; 1972, c. 54, s. 32; 2007, c. 23, s. 13.

20. The accounts of the Société shall be audited each year by the Auditor General of Québec and also whenever the Government so orders.

1971, c. 65, s. 21; 2007, c. 23, s. 14.

21. Sections 159 to 162 of the Companies Act (chapter C-38) shall not apply to the Société.

1971, c. 65, s. 22; 2007, c. 23, s. 14.

22. The Minister of Transport shall have charge of the application of this Act.

1971, c. 65, s. 23; 1972, c. 54, s. 32.

23. (This section ceased to have effect on 17 April 1987).

1982, c. 21, s. 1; U. K., 1982, c. 11, Sch. B, Part I, s. 33.

REPEAL SCHEDULE

In accordance with section 17 of the Act respecting the consolidation of the statutes (chapter R-3), chapter 65 of the statutes of 1971, in force on 31 December 1977, is repealed, except section 24, effective from the coming into force of chapter S-14 of the Revised Statutes.