S-21 - Act respecting the Société québécoise d’initiatives agro-alimentaires

Updated to 1 April 1999

This document has official status.

chapter S-21

Act respecting the Société québécoise d’initiatives agro-alimentaires

Repealed, 1998, c. 45, s. 15.

1998, c. 45, s. 15.

1. A joint stock company, hereinafter called “the company”, is incorporated under the name of “Société québécoise d’initiatives agro-alimentaires”.

The company may also be designated by the name of “SOQUIA”.

1975, c. 42, s. 1.

2. The company shall have its head office within the territory of the Communauté urbaine de Québec but may transfer it to another place with the approval of the Government; this change shall come into force on publication of a notice to that effect in the Gazette officielle du Québec.

1975, c. 42, s. 2; 1977, c. 5, s. 14.

3. The objects of the company are:

(a)  to promote the installation, modernization, expansion, development, consolidation or grouping of the industries of the food sector;

(b)  to participate or intervene in the production, processing, conditioning and marketing of any product related to the sector of agriculture or food or to commercial fisheries.

1975, c. 42, s. 3.

4. The Minister may, within the scope of the responsibilities and powers entrusted to him and of the agreements to which he is a party, issue directives bearing on the goals and orientations of the company in the performance of the functions entrusted to it by law.

Such directives must be submitted to the Government for approval. If they are so approved, they shall bind the company, which must comply with them.

Every directive issued under this section must be tabled before the National Assembly, if it is in session, within fifteen days of its approval by the Government. If the directive is issued while the National Assembly is not in session, or if it is in session, between the time it is adjourned and the date fixed for the resumption of its work when that date is later than the twentieth day following the date of adjournment, the directive must be tabled before it within fifteen days of the opening of the next session, or within fifteen days of the resumption of its work, as the case may be.

1975, c. 42, s. 4.

5. The authorized capital of the company is $85 000 000. It is divided into 850 000 shares of a par value of $100 each.

1975, c. 42, s. 5; 1978, c. 48, s. 1; 1983, c. 31, s. 2.

6. The shares of the company form part of the public domain of Québec and are allotted to the Minister of Finance.

1975, c. 42, s. 6.

7. The Minister of Finance shall pay to the company, out of the consolidated revenue fund, during the first year of operation of the company, a sum of $3 000 000 and during each of the two following consecutive years, a sum of $3 500 000 for 100,000 fully paid-up shares of its capital stock, for which share certificates shall be issued to him in return for such payments as and when they are made.

The Minister of Finance shall also pay to the company, out of the consolidated revenue fund, during each of the fiscal years 1978/1979, 1979/1980 and 1980/1981, a sum of $3 000 000 for 90,000 fully paid-up shares of its capital stock, for which share certificates shall be issued to him return in for such payments as and when they are made.

The Minister of Finance is authorized to pay to the company, out of the consolidated revenue fund, with the prior approval of the Government, in one or several instalments, according to the needs of the company, a sum of $21 000 000 for 210,000 fully paid-up shares of its capital stock, for which share certificates shall be issued to him in return for such payments as and when they are made.

1975, c. 42, s. 7; 1978, c. 48, s. 2.

7.1. In addition, the Minister of Finance shall pay to the company, out of the consolidated revenue fund, during each of the fiscal years 1983-84 and 1984-85, the sum of $3 000 000 and, during the fiscal year 1985-86, the sum of $4 000 000 for 100 000 fully paid-up shares of its capital stock, for which share certificates shall be issued to him in return for such payments as and when they are made.

The Minister of Finance may also pay to the company, out of the consolidated revenue fund, with the previous approval of the Government, in one or several payments, according to the needs of the company, the sum of $35 000 000 for 350 000 fully paid-up shares of its capital stock, for which share certificates shall be issued to him in return for such payments as and when they are made.

1983, c. 31, s. 3.

8. The company’s affairs shall be administered by a board of not over nine directors appointed by the Government for a term of not more than five years. At least two of such directors must be civil servants of either the Government or one of its agencies.

The Government shall designate among them a president and a vice-president.

The president and director general is ex officio a member of the board of directors.

1975, c. 42, s. 8; 1977, c. 5, s. 14; 1979, c. 19, s. 1; 1990, c. 81, s. 1; 1993, c. 49, s. 2.

9. The members of the board of directors, other than the president and director general, shall receive no remuneration, except in such cases, on such conditions and to such extent as may be determined by the Government. They shall, however, be entitled to the reimbursement of expenses incurred in the performance of their duties, on the conditions and to the extent determined by the Government.

1975, c. 42, s. 9; 1990, c. 81, s. 2.

10. Each member of the board of directors shall remain in office after his term expires until he is replaced or reappointed.

1975, c. 42, s. 10.

11. No person shall hold office as a director unless he is domiciled in Québec but he need not be a shareholder.

1975, c. 42, s. 11.

12. The Government shall appoint, for a period not exceeding five years, a president and director general who shall exercise his function on a full-time basis.

The Government shall fix the remuneration, social benefits and other conditions of employment of the president and director general.

The president and director general shall be responsible for the administration and direction of the company within the scope of its by-laws.

1975, c. 42, s. 12; 1990, c. 81, s. 3.

13. The secretary and the other members of the personnel of the company shall be appointed and remunerated in accordance with the staff requirements, standards and scales established by by-law of the company; the company may, in the same manner, fix their social benefits and other conditions of employment. Such a by-law shall be submitted to the Government for approval and shall come into force on the date of its publication in the Gazette officielle du Québec or on any later date indicated in the by-law.

However, no persons referred to in the first paragraph in the employ of the company on 31 May 1983 may be dismissed except in accordance with section 33 of the Public Service Act (chapter F-3.1.1).

1975, c. 42, s. 13; 1977, c. 5, s. 14; 1978, c. 15, s. 140; 1983, c. 31, s. 4; 1983, c. 55, s. 161; 1993, c. 49, s. 3.

13.1. For the purposes of sections 14, 17 and 17.1, a legal person is the subsidiary of the company if the latter holds shares or stocks conferring on it more than 50 % of the voting rights attached to all issued and outstanding shares or stocks of the legal person or allowing the company to elect a majority of its directors.

1993, c. 49, s. 4.

14. The company shall establish a three-year development plan, including the activities of its subsidiaries, in the form and with the content fixed by the Government. The development plan shall be submitted to the Government every three years for approval.

1975, c. 42, s. 14; 1979, c. 77, s. 21; 1983, c. 31, s. 5; 1993, c. 49, s. 5.

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

1975, c. 42, s. 15.

16. The company’s fiscal year shall end on 31 March each year.

1975, c. 42, s. 16.

17. The company and each of its subsidiaries must, in such cases and on such conditions as the Government may determine by regulation, obtain the authorization of the Government in order

(a)  to acquire or dispose of shares, stocks or assets of a legal person;

(b)  to borrow any sum of money;

(c)  to grant loans or sureties;

(d)  to acquire or dispose of immovables.

The provisions of a regulation made under the first paragraph may apply to the group formed by the company and its subsidiaries or to one or more of such legal persons.

This section does not apply to transactions between the company and its subsidiaries or between the subsidiaries.

1975, c. 42, s. 17; 1993, c. 49, s. 6.

17.1. The Government may, on such conditions as it determines, guarantee the payment in principal and interest of any sum borrowed by the company or its subsidiaries. The sums that the Government may be called upon to pay under those guarantees are taken out of the consolidated revenue fund.

1993, c. 49, s. 6.

17.2. The company may, by by-law, provide for its internal management; such by-law shall be submitted to the Government for approval.

1993, c. 49, s. 6.

18. Not later than 30 June each year, the company shall submit a report of its activities for its previous fiscal year to the Minister of Agriculture, Fisheries and Food. Such report shall contain all the information the Minister may prescribe and that annually supplied to shareholders by directors as prescribed in the Companies Act.

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

In addition, the company must give the Minister of Agriculture, Fisheries and Food any information on its activities he may require.

1975, c. 42, s. 18; 1979, c. 77, s. 21.

19. The accounts of the company shall be audited by the Auditor General once each year and whenever ordered by the Government.

1975, c. 42, s. 19; 1983, c. 31, s. 6; 1993, c. 49, s. 7.

20. Sections 158 to 162 of the Companies Act do not apply to the company.

1975, c. 42, s. 20.

21. (Repealed).

1975, c. 42, s. 21; 1979, c. 77, s. 21; 1983, c. 31, s. 7; 1993, c. 49, s. 8.

22. (Repealed).

1983, c. 31, s. 7; 1993, c. 49, s. 8.

23. (Repealed).

1983, c. 31, s. 7; 1993, c. 49, s. 8.

24. (Repealed).

1983, c. 31, s. 7; 1993, c. 49, s. 8.

25. (Repealed).

1983, c. 31, s. 7; 1993, c. 49, s. 8.

26. (Repealed).

1983, c. 31, s. 7; 1993, c. 49, s. 8.

27. (Repealed).

1983, c. 31, s. 7; 1993, c. 49, s. 8.

28. (Repealed).

1983, c. 31, s. 7; 1993, c. 49, s. 8.

29. The Minister of Agriculture, Fisheries and Food is responsible for the administration of this Act.

1983, c. 31, s. 7.

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 42 of the statutes of 1975, in force on 31 December 1977, is repealed, except section 22, effective from the coming into force of chapter S-21 of the Revised Statutes.