S-9 - Act respecting the Société de cartographie du Québec

Updated to 1 April 1999

This document has official status.

chapter S-9

Act respecting the Société de cartographie du Québec

Repealed, 1986, c. 81, s. 1.

1986, c. 81, s. 1.

1. A joint stock company, hereinafter called “the Company”, is incorporated under the name of “Société de cartographie du Québec”.

1969, c. 39, s. 1; 1977, c. 5, s. 14.

2. The Company shall have its head office in the City of Québec or in the immediate vicinity.

1969, c. 39, s. 2.

3. The objects of the Company shall be:

(a)  to prepare the required data for making and updating geographical maps and other means of representation of the territory;

(b)  aerial and land photography of the territory and the use of tele-detection processes for the purposes of cartography, photogrammetry, identification of natural resources and for any other scientific purposes;

(c)  to establish ground control stations for the purposes of cartography and photogrammetry;

(d)  to preserve and distribute documents prepared in the attainment of its objects, and any other documents respecting cartography, photogrammetry or photography of the territory.

1969, c. 39, s. 3; 1979, c. 21, s. 1.

4. The authorized capital of the Company shall be $3 000 000.

It shall be divided into 300,000 shares of the par value of $10 each.

1969, c. 39, s. 4.

5. The shares of the Company shall form part of the public domain of Québec and shall be allotted to the Minister of Finance.

1969, c. 39, s. 5.

6. The affairs of the Company shall be managed by a board of directors consisting of a president and not more than four other members, each appointed for at least one year and not more than ten years by the Government. Such directors shall be the directors of the Company within the meaning of the Companies Act.

At least two of such directors shall be appointed from among the functionaries of the Government or its bodies.

1969, c. 39, s. 7; 1977, c. 5, s. 14.

7. The Government shall fix the salary or, if necessary, the additional salary, allowances or fees of the president and the other members of the board of directors.

1969, c. 39, s. 8.

8. Each member of the board of directors, including the president, shall remain in office after the expiration of his term until he has been replaced or reappointed. His salary shall not be reduced.

1969, c. 39, s. 9.

9. If a member of the board of directors is unable to act by reason of absence or illness, he may be replaced by a person appointed to perform his duties while he is unable to act by the Government, which shall fix his fees.

1969, c. 39, s. 10.

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

1969, c. 39, s. 11.

11. If a member of the board of directors has an interest in an undertaking that puts his personal interest in conflict with that of the Company, he shall, under pain of forfeiture of office, disclose it in writing to the president and refrain from taking part in any decision respecting the undertaking in which he has an interest.

No officer of the Company may, under pain of forfeiture of office, have any direct or indirect interest in an undertaking that puts his personal interest in conflict with that of the Company. Such forfeiture is not incurred, however, if such an interest devolves to him by succession or gift, provided he renounces or disposes of it with all possible dispatch.

1969, c. 39, s. 12; 1979, c. 21, s. 2.

12. The president shall be responsible for the administration of the Company within the scope of its regulations.

1969, c. 39, s. 13.

13. The Company may:

(a)  provide its services within Québec to any person or body and make with such person or body agreements respecting the terms and conditions whereby such services are to be provided;

(b)  cause to be carried out by other persons or bodies works which it has as its object to carry out, or associate itself for such purposes with other persons or bodies.

1969, c. 39, s. 14; 1979, c. 21, s. 3.

14. Without the prior authorization of the Government, the Company shall not:

(a)  provide its services outside Québec to any person or body and make with such person or body agreements respecting the terms and conditions whereby such services are to be provided;

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

(c)  acquire or dispose of property the value of which exceeds $50 000;

(d)  make by-laws respecting the exercise of its powers and its internal management.

Neither shall it acquire the shares or property of undertakings pursuing the same objects as itself or similar objects without the prior authorization of the Government and without having furnished the Minister of Energy and Resources with a valuation of such shares or property, prepared by an expert who must not be an officer or employee of the undertaking in question, of the Company or of the Government or of any body thereof; the Minister must lay such report before the National Assembly within fifteen days of the acquisition, if the Assembly is in session or, if not, within fifteen days after the opening of the next session.

1969, c. 39, s. 15; 1977, c. 5, s. 14; 1979, c. 21, s. 4; 1979, c. 81, s. 20.

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

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

1969, c. 39, s. 16.

15.1. The Minister of Energy and Resources may, within the scope of his responsibilities and powers, issue directives respecting the aims and objectives of the Company in the performance of the functions vested in it by law.

These directives shall be submitted to the Government for approval. If they are so approved, they are binding on the Company, and it shall 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 sitting, the directive must be tabled before it within fifteen days of the opening of the next session or, as the case may be, within fifteen days of resumption.

1979, c. 21, s. 5; 1979, c. 81, s. 20.

16. The Company’s fiscal year shall end on the 31st of March each year.

1969, c. 39, s. 17.

17. Not later than the 30th of June each year, the Company shall submit to the Minister of Energy and Resources a report on its activities for its previous fiscal year; such report shall also contain all the information which the Minister shall require.

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

1969, c. 39, s. 18; 1979, c. 81, s. 20.

17.1. The Company shall submit its development scheme and that of its subsidiaries to the Government every year.

The Government shall determine the form and content of the development scheme and the time when it must be submitted.

1979, c. 21, s. 6.

18. The Company’s accounts shall be audited each year by the Auditor General and also whenever so ordered by the Government; the Auditor General’s reports shall be sent with the annual report of the Company.

1969, c. 39, s. 19; 1970, c. 17, s. 102.

19. Sections 159 to 162 of the Companies Act shall not apply to the Company.

1969, c. 39, s. 20.

20. The Minister of Energy and Resources shall have charge of the carrying out of this act.

1969, c. 39, s. 21; 1979, c. 81, s. 20.

21. (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 39 of the statutes of 1969, in force on 31 December 1977, is repealed, except sections 6 and 22, effective from the coming into force of chapter S-9 of the Revised Statutes.