S-19 - Act respecting the Société québécoise d’exploration minière

Updated to 1 April 1999

This document has official status.

chapter S-19

Act respecting the Société québécoise d’exploration minière

Repealed, 1998, c. 45, s. 10.

1998, c. 45, s. 10.

1. A joint stock company is incorporated under the name of “Société québécoise d’exploration minière”.

Such company may also be designated by the name of “Soquem”.

1965 (1st sess.), c. 36, s. 1; 1977, c. 5, s. 14.

2. The company shall have its corporate seat at or in the immediate vicinity of Québec.

1965 (1st sess.), c. 36, s. 2.

3. The objects of the company are

(a)  mining exploration by all methods;

(b)  prospecting for and the development, mining and processing of mineral substances.

To pursue its objects, the company may, according to law, associate or make agreements with any person or company.

In carrying out its objects, the company must aim to be profitable.

1965 (1st sess.), c. 36, s. 3; 1980, c. 26, s. 1.

4. The authorized capital of the company is $125 000 000. It is divided into 12 500 000 shares of a par value of $10 each.

1965 (1st sess.), c. 36, s. 4; 1971, c. 36, s. 1; 1973, c. 20, s. 1; 1977, c. 33, s. 1; 1980, c. 26, s. 1.

5. The shares of the company are part of the public domain of Québec.

The Minister of Finance has the exercise of the rights attached to the shares.

1965 (1st sess.), c. 36, s. 5; 1980, c. 26, s. 1.

6. The Minister of Finance shall pay to the company, out of the consolidated revenue fund, each year for a period of ten years, a sum of $1 500 000 for 150,000 fully paid-up shares of its capital stock for which a certificate shall be issued to him in return for such payment.

In addition, the Minister of Finance shall also pay to the company out of the consolidated revenue fund, during the calendar year 1971 and each of the four subsequent calendar years, a sum of $1 250 000 for 125,000 fully paid-up shares of its capital stock for which a certificate shall be issued to him in return for such payments.

1965 (1st sess.), c. 36, s. 6; 1971, c. 36, s. 2.

7. The Minister of Finance shall pay to the company, out of the consolidated revenue fund, in addition to the sums provided for in section 6, during the 1973 calendar year, an amount of $450 000 for 45,000 fully paid-up shares of its capital stock and, during each of the 1974 and 1975 calendar years, an amount of $650 000 for 65,000 similar shares.

Share certificates shall be issued to the Minister for such shares in return for such payments.

1973, c. 20, s. 2.

8. The Minister of Finance shall pay to the company, out of the consolidated revenue fund, during the 1976 calendar year and each of the four subsequent calendar years, an amount of $3 400 000 for 340,000 fully paid-up shares of its capital stock for which certificates shall be issued to him in return for such payments.

1973, c. 20, s. 2.

9. The Minister of Finance shall pay to the company out of the consolidated revenue fund, during the calendar year 1978, a sum of $5 000 000 for 500,000 fully paid-up shares of its capital stock, during the calendar year 1979, a sum of $5 500 000 for 550,000 fully paid-up shares of its capital stock, and during the calendar year 1980, a sum of $7 000 000 for 700,000 fully paid-up shares of its capital stock; certificates shall be issued to him in return for such payments.

1977, c. 33, s. 2.

10. The Minister of Finance may pay to the company, out of the consolidated revenue fund, with prior approval of the Government, an amount of $5 000 000 for 500,000 fully paid-up shares of its capital stock for which a certificate shall be issued to him in return for such payment.

Such payment may be made, in one or several instalments, before the end of the 1980 calendar year; if it is made in several instalments, each of them must be submitted for the approval contemplated in the first paragraph.

1973, c. 20, s. 2.

11. The Minister of Finance may, in addition, pay to the company, out of the consolidated revenue fund, with prior approval of the Government, an amount of $26 500 000 for 2,650,000 fully paid-up shares of its capital stock for which certificates shall be issued to him in return for such payment.

Such payment may be made, in one or several instalments, before the end of the 1980 calendar year; if it is made in several instalments, each of them must be submitted for the approval contemplated in the first paragraph.

1977, c. 33, s. 3.

11.1. The Minister of Finance may, furthermore, pay to the company, out of the consolidated revenue fund, with prior approval of the Government and on such conditions as it may fix, an amount of $36 000 000 for 3 600 000 fully paid-up shares of its capital stock, for which the company shall remit certificates to him.

Payment may be made in one or several instalments; each instalment must be submitted for the approval contemplated in the first paragraph. The Minister of Finance may fix the payment period for each instalment.

1980, c. 26, s. 2.

11.2. The Minister of Finance may, in addition, pay to the company, out of the consolidated revenue fund, with prior approval of the Government and on such conditions as it may fix, any amount not exceeding the difference between its authorized capital and its issued and paid-up capital, for fully paid shares of its capital stock, at par value, and for which certificates shall be issued to him by the company.

1988, c. 78, s. 1.

12. (Repealed).

1973, c. 20, s. 2; 1977, c. 33, s. 4; 1980, c. 26, s. 3.

13. Every order of the Government approving a payment contemplated in section 10, 11, 11.1 or 11.2 must be tabled before the National Assembly.

1973, c. 20, s. 2; 1977, c. 33, s. 5; 1980, c. 26, s. 4; 1988, c. 78, s. 2.

14. The affairs of the company shall be managed by a board of directors composed of

(a)  the president of the company appointed by the Government after consultation with the other members of the board for a term of not over five years, subject to the contract contemplated in the second paragraph of section 16;

(b)  from six to ten other members appointed by the Government for a term of not over two years.

The members of the board of directors are the directors of the company within the meaning of the Companies Act (chapter C-38) but need not be shareholders.

1965 (1st sess.), c. 36, s. 7; 1980, c. 26, s. 4.

15. The members of the board of directors shall elect one of the members contemplated in subparagraph b of the first paragraph of section 14 as chairman of the board, and another as vice-chairman to exercise the functions of the chairman in the latter’s absence.

The chairman of the board shall preside at meetings of the board, oversee its operations and assume any other functions assigned to him by the by-laws of the company.

1965 (1st sess.), c. 36, s. 8; 1980, c. 26, s. 4.

16. The president of the company is responsible for the administration and direction of the company within the scope of its by-laws and policies. He is, exofficio, the director general of the company and he exercises his functions on a full-time basis.

The president’s remuneration and the other conditions under which he exercises his functions are established by a contract that binds him to the company. The contract has effect only if ratified by the Government.

1965 (1st sess.), c. 36, s. 9; 1980, c. 26, s. 4.

17. At least two-thirds of the members of the board of directors, including the chairman of the board and the president of the company, must be domiciled in Québec.

1965 (1st sess.), c. 36, s. 10; 1980, c. 26, s. 4.

18. The Government shall fix the remuneration of the chairman and vice-chairman of the board and that of the other members contemplated in subparagraph b of the first paragraph of section 14.

The members of the board of directors other than the president of the company are compensated or reimbursed for the costs and expenses incurred by them in the exercise of their functions according to the standards and scales determined by by-law of the company.

1965 (1st sess.), c. 36, s. 11; 1980, c. 26, s. 4.

19. Every member of the board of directors remains in office at the expiry of his term until he is replaced or reappointed.

The Government shall fill a vacancy occurring before the expiry of a term, in the manner and for the time prescribed in section 14.

1965 (1st sess.), c. 36, s. 12; 1980, c. 26, s. 4.

20. Any member of the board of directors, other than the president of the company, having a direct or indirect interest in an undertaking causing his personal interest to conflict with that of the company must, under pain of forfeiture of office, disclose the interest in writing to the president of the company and abstain from taking part in any decision relating to the undertaking in which he has the interest.

Neither the president of the company nor any other officer or employee of the company may, under pain of forfeiture of office, have any direct or indirect interest in an undertaking causing his personal interest to conflict with that of the company. However, forfeiture is not incurred if such an interest devolves to him by succession or gift, provided that he renounces or disposes of it with dispatch.

An interest in any security listed on a recognized stock exchange does not give rise to the application of this section, if it is equal to less than one ten-thousandth of the total outstanding amount of the listed securities of the undertaking contemplated.

1965 (1st sess.), c. 36, s. 13; 1980, c. 26, s. 4.

21. In no case may the company, without prior authorization of the Government,

(a)  enter into a contract for participation in the carrying out of the objects contemplated in section 3, if the contract binds it for more than five years;

(b)  sell mineral deposits, mining properties or any interest therein otherwise than by auction sale or public tender;

(c)  contract a loan that increases its total outstanding borrowings to more than $500 000;

(d)  acquire or hold over 50% of the shares or property of an undertaking;

(e)  make by-laws relating to the exercise of its powers, and internal management by-laws.

1965 (1st sess.), c. 36, s. 14; 1980, c. 26, s. 4.

21.1. (Repealed).

1988, c. 78, s. 3; 1994, c. 45, s. 6.

21.2. (Repealed).

1988, c. 78, s. 3; 1994, c. 45, s. 6.

21.3. (Repealed).

1988, c. 78, s. 3; 1994, c. 45, s. 6.

21.4. (Repealed).

1988, c. 78, s. 3; 1994, c. 45, s. 6.

22. The books and accounts of the company are audited every year and whenever ordered by the Government, by the Auditor General or an auditor appointed by the Government. The auditor’s report must accompany the annual report of the company.

1965 (1st sess.), c. 36, s. 15; 1980, c. 26, s. 4.

23. The Minister of Natural Resources may, within the scope of his responsibilities and powers, issue directives on the objectives and orientation of the company.

The directives must receive prior approval by the Government. If approved, they bind the company and it must comply with them.

Third persons are not bound to see that this section is observed and it cannot be invoked by or against them.

Every directive issued under this section must be tabled before the National Assembly within 15 days after its approval by the Government. If the National Assembly is not sitting, the directive is tabled before it within 15 days of the opening of the next session or of resumption.

1965 (1st sess.), c. 36, s. 16; 1980, c. 26, s. 4; 1994, c. 13, s. 15.

24. (Replaced).

1965 (1st sess.), c. 36, s. 17; 1970, c. 17, s. 102; 1980, c. 26, s. 4.

25. The company shall each year make a report of its activities to the Minister of Natural Resources.

Such report must contain the information which the Companies Act (chapter C-38) requires the directors to give each year to shareholders and shall be laid before the National Assembly by the Minister.

1965 (1st sess.), c. 36, s. 18; 1968, c. 9, s. 90; 1979, c. 81, s. 20; 1994, c. 13, s. 15.

26. Every year, the company must have its development plan approved by the Government.

The Government shall determine the form and tenor of the development plan, as well as the time at which it must be filed.

1977, c. 33, s. 6; 1977, c. 5, s. 14; 1980, c. 26, s. 5.

27. The dividends paid by the company shall be fixed by the Government and not by the directors.

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

1965 (1st sess.), c. 36, s. 19.

28. Sections 159 to 162 of the Companies Act (chapter C-38) do not apply to the company.

1965 (1st sess.), c. 36, s. 20; 1980, c. 26, s. 6.

29. The Minister of Natural Resources is responsible for the application of this Act.

1980, c. 26, s. 6; 1994, c. 13, s. 15.

30. (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 36 of the statutes of 1965 (1st session), in force on 31 December 1977, is repealed, except section 21, effective from the coming into force of chapter S-19 of the Revised Statutes.