D-8.0.1 - James Bay Region Development Act

À jour au 27 septembre 2000

Ce document a valeur officielle.

chapter D-8

James Bay Region Development Act

PART I SOCIÉTÉ DE DÉVELOPPEMENT DE LA BAIE JAMES

DIVISION I CONSTITUTION OF THE SOCIÉTÉ

1999, c. 40, s. 105.

1. A joint stock company is constituted under the name of “Société de développement de la Baie James”.

1971, c. 34, s. 1; 1977, c. 5, s. 14; 1999, c. 40, s. 105.

2. The Société shall have its head office in the territory of the James Bay region described in the schedule and hereinafter called the “Territory”, at the place determined by the Government. Notice of the location of the head office shall be published in the Gazette officielle du Québec.

The Société may have offices or hold meetings at any place in Québec.

1971, c. 34, s. 2; 1977, c. 5, s. 14; 1999, c. 40, s. 105; 1999, c. 69, s. 1.

3. The Société shall have the rights and privileges of a mandatary of the State.

The property of the Société shall form part of the domain of the State but the performance of its obligations may be levied against such property.

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

1971, c. 34, s. 3; 1977, c. 5, s. 14; 1999, c. 40, s. 105.

4. The mission of the Société is to promote economic development and the development and exploitation of natural resources, other than hydro-electric resources, in the Territory with a view to sustainable development. The Société may in particular generate, support and take part in the carrying out of projects in the pursuit of those objects.

A further mission of the Société is to administer and develop the Territory.

1971, c. 34, s. 4; 1978, c. 41, s. 16; 1999, c. 40, s. 105; 1999, c. 69, s. 2.

4.1. In the pursuit of its mission, the Société shall promote coordinated action with the other intervenors both from the public and the private sectors.

1999, c. 69, s. 2.

4.2. The Société may carry out any mandate entrusted to it by the Government or any of its departments, bodies or agencies in any field related to its objects and the costs of which are borne in whole or in part by the mandator.

1999, c. 69, s. 2.

4.3. The Minister may, within the scope of the Minister’s responsibilities, issue directives concerning the Société’s objectives and general policy. The directives must first be submitted to the Government for approval.

Every directive is binding on the Société and shall be tabled in the National Assembly within 15 days of being approved or, if the Assembly is not sitting, within 15 days of resumption.

1999, c. 69, s. 2.

5. The Société may enter into an agreement in accordance with law with a government other than the Gouvernement du Québec, with any of its departments, with an international organization or with an agency or body of such government or organization.

1971, c. 34, s. 5; 1999, c. 40, s. 105; 1999, c. 69, s. 2.

6. In the pursuit of its mission, the Société, in addition to its other powers, may:

(a)  acquire and hold, as owner or otherwise, any movable or immovable property or other real right in the Territory or elsewhere;

(b)  acquire for public works by expropriation, for itself or for a subsidiary, any immovable or other real right in the Territory;

(c)  operate any means of communication by land, air, water, and telecommunication;

(d)  administer the municipality constituted under Part II.

The powers set out in subparagraphs a, b and c of the first paragraph shall be exercised by the Société in accordance with section 7.

1971, c. 34, s. 6; 1978, c. 41, s. 17; 1999, c. 40, s. 105; 1999, c. 69, s. 3.

7. Except in the cases and on the conditions the Government may determine, the Société and each of its subsidiaries must obtain the authorization of the Government to

(1)  acquire, hold or transfer shares in a legal person or an interest in a partnership;

(2)  contract a loan that causes the total of their outstanding borrowings to exceed the amount determined by the Government;

(3)  grant loans or make any other financial commitment for an amount exceeding the amount determined by the Government;

(4)  acquire or transfer the assets of a legal person or a partnership;

(5)  accept a gift or legacy to which a condition or charge is attached;

(6)  acquire by agreement or by expropriation, alienate, transfer by way of lease or otherwise give as security an immovable or other real right;

(7)  construct an immovable.

The Government may make its authorization subject to the conditions it determines. The cases and conditions determined under the first paragraph may concern the Société and its subsidiaries or one or more of their number.

This section does not apply to operations carried out between the Société and its subsidiaries or between subsidiaries.

1971, c. 34, s. 7; 1988, c. 41, s. 91; 1999, c. 40, s. 105; 1999, c. 69, s. 4.

7.1. For the purposes of this Act, a legal person or a partnership is a subsidiary of the Société if the Société holds more than 50% of the voting rights attached to all the issued and outstanding shares of the legal person or more than 50% of the interests in the partnership, or may elect or appoint a majority of the directors.

1999, c. 69, s. 4.

7.2. The Société may make by-laws concerning the exercise of its powers and its internal management.

Such by-laws need not be ratified by the shareholder; however, they must be approved by the Government. The by-laws come into force on the date of their approval or on any later date determined by the Government.

1999, c. 69, s. 4.

DIVISION II BOARD OF DIRECTORS

8. The affairs of the Société shall be administered by a board of directors composed of not more than seven members including the chief executive officer, appointed by the Government.

1971, c. 34, s. 8; 1978, c. 41, s. 18; 1999, c. 40, s. 105; 1999, c. 69, s. 5.

9. The Government shall designate a chair and a vice-chair of the board of directors from among the members of the board other than the chief executive officer.

1971, c. 34, s. 9; 1999, c. 69, s. 5.

10. The chief executive officer is responsible for the administration and direction of the Société within the scope of its by-laws and policies.

The chair of the board of directors shall call and preside at the meetings of the board and see to the proper operation of the board. The chair shall exercise any other functions assigned to the chair by the board.

The vice-chair shall exercise the functions of the chair when the latter is absent or unable to act.

1971, c. 34, s. 10; 1987, c. 42, s. 10; 1999, c. 40, s. 105; 1999, c. 69, s. 5.

11. The chief executive officer shall be appointed for a term of not more than five years, and the remaining members of the board of directors shall be appointed for a term of not more than three years.

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

1971, c. 34, s. 11; 1987, c. 42, s. 11; 1999, c. 69, s. 5.

12. Any vacant position on the board of directors, other than that of chief executive officer, shall be filled for the unexpired portion of the term of the member to be replaced.

Absence from the number of board meetings determined in the internal by-laws of the Société, in the cases and circumstances specified, constitutes a vacancy.

1971, c. 34, s. 12; 1999, c. 69, s. 5.

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

The other members of the board of directors shall receive no remuneration except in the cases, on the conditions and to the extent determined by the Government. They are, however, entitled to the reimbursement of expenses incurred in the exercise of their functions, on the conditions and to the extent determined by the Government.

1971, c. 34, s. 13; 1999, c. 40, s. 105; 1999, c. 69, s. 5.

14. The quorum at meetings of the board is a majority of its members, including the chief executive officer of the Société, except when the chief executive officer is absent or unable to act.

Decisions are made by a majority vote of the members present. In case of a tie vote, the person presiding has a casting vote.

1971, c. 34, s. 14; 1999, c. 40, s. 105; 1999, c. 69, s. 5.

15. The directors of the Société may, if they all agree, take part in a board meeting using means which allow immediate communication, such as the telephone. They are, in such a case, deemed to have attended the meeting.

1971, c. 34, s. 15; 1999, c. 40, s. 105; 1999, c. 69, s. 5.

15.1. The members of the board of directors may waive notice of a meeting. The attendance of a member at a meeting of the board constitutes a waiver of notice, unless the member is present to contest the legality of the calling of the meeting.

1999, c. 69, s. 5.

15.2. A written resolution, signed by all the members entitled to vote, has the same value as if adopted during a meeting of the board of directors.

A copy of all such resolutions shall be kept with the minutes of the proceedings or other equivalent record book.

1999, c. 69, s. 5.

15.3. No document binds the Société or may be attributed to it unless it is signed by the chief executive officer, the chair or vice-chair of the board of directors or the secretary or, to the extent determined in the internal by-laws of the Société, by another member of the Société’s personnel.

1999, c. 69, s. 5.

15.4. The internal by-laws of the Société may allow, subject to the conditions and on the documents determined therein, that a signature be affixed by means of an automatic device, that a signature be electronic, or that a facsimile of a signature be engraved, lithographed or printed. However, the facsimile shall have the same force as the signature itself only if the document is countersigned by a person referred to in section 15.3.

1999, c. 69, s. 5.

15.5. The minutes of a meeting of the board of directors, approved by the board and certified by the chair of the board, the chief executive officer or the secretary, are authentic, as are documents and copies emanating from the Société or forming part of its records where so certified.

1999, c. 69, s. 5.

15.6. An intelligible transcription of a decision or other data stored by the Société on a computer or any other computer storage medium is a document of the Société and is proof of its contents where certified by a person referred to in section 15.5.

1999, c. 69, s. 5.

15.7. The Société shall assume the defence of any director prosecuted by a third person for an act done in the exercise of the director’s functions and shall pay the damages, if any, occasioned by that act, unless the director has committed a gross fault or a personal fault separable from the exercise of the director’s functions.

Notwithstanding the foregoing, in a penal or criminal proceeding, the Société shall assume the payment of the expenses of a director only if the director had reasonable grounds to believe that the director’s conduct was in conformity with the law or if the director has been discharged or acquitted.

1999, c. 69, s. 5.

15.8. The expenses of a director shall be borne by the Société if, having prosecuted the director for an act done in the exercise of the director’s functions, the Société loses its case and the court so directs.

If the Société wins its case only in part, the court may determine the amount of the expenses to be borne by the Société.

1999, c. 69, s. 5.

15.9. The Société shall fulfil the obligations provided for in sections 15.7 and 15.8 in respect of any person who acted at its request as a director for a legal person of which the Société is a shareholder or creditor.

1999, c. 69, s. 5.

DIVISION III

Repealed, 1999, c. 69, s. 6.

16. (Repealed).

1971, c. 34, s. 16; 1978, c. 41, s. 19.

17. (Repealed).

1971, c. 34, s. 17; 1978, c. 41, s. 19.

18. (Repealed).

1971, c. 34, s. 18; 1973, c. 21, s. 31; 1977, c. 5, s. 14; 1999, c. 40, s. 105; 1999, c. 69, s. 6.

19. (Repealed).

1971, c. 34, s. 19; 1978, c. 41, s. 20; 1999, c. 40, s. 105; 1999, c. 69, s. 6.

20. (Repealed).

1971, c. 34, s. 20; 1999, c. 69, s. 6.

21. (Repealed).

1971, c. 34, s. 21; 1978, c. 41, s. 21; 1999, c. 40, s. 105; 1999, c. 69, s. 6.

22. (Repealed).

1971, c. 34, s. 22; 1999, c. 69, s. 6.

23. (Repealed).

1971, c. 34, s. 23; 1978, c. 41, s. 22; 1999, c. 69, s. 6.

DIVISION IV FINANCING

24. The authorized share capital of the Société shall be $100,000,000, divided into 10,000,000 shares with a par value of $10.

The shares of the Société shall form part of the domain of the State and shall be allotted to the Minister of Finance.

1971, c. 34, s. 24; 1999, c. 40, s. 105; 1999, c. 69, s. 7.

25. The Minister of Finance may, with the authorization of the Government, pay to the Société, out of the Consolidated Revenue Fund, the sum of $100,000,000 for 10,000,000 fully paid shares of its share capital for which certificates shall be issued to the Minister.

The payment may be made in one or more instalments; if it is made in more than one instalment, each must be authorized by the Government.

1971, c. 34, s. 25; 1999, c. 40, s. 105; 1999, c. 69, s. 7.

25.1. After a reduction in the share capital of the Société and an equivalent repayment of capital to the Minister of Finance under the Act respecting the reduction of the share capital of legal persons established in the public interest and of their subsidiaries (chapter R-2.2.1), the Minister of Finance may, with the authorization of the Government and on the conditions it determines, subscribe for shares of the Société for an amount that shall not exceed the amount of the repayment. The shares shall be paid out of the Consolidated Revenue Fund. Certificates shall be issued when the shares are fully paid.

1999, c. 69, s. 7.

25.2. The dividends payable by the Société shall be fixed by the Government.

1999, c. 69, s. 7.

26. The Government, on such conditions as it determines, may:

(a)  guarantee payment in capital and interest of any loan of the Société or any of its subsidiaries, and the performance of any obligation of the Société or any of its subsidiaries;

(b)  make any commitment in relation to the carrying out or financing of an initiative in which the Société or any of its subsidiaries is participating;

(c)  authorize the Minister of Finance to advance to the Société or any of its subsidiaries any amount considered necessary for the fulfilment of their obligations or the pursuit of their mission.

The sums required for the purposes of this section shall be taken out of the Consolidated Revenue Fund.

1971, c. 34, s. 26; 1977, c. 5, s. 14; 1978, c. 41, s. 23; 1999, c. 40, s. 105; 1999, c. 69, s. 8.

DIVISION V SPECIAL POWERS

27. The powers of expropriation of the Société may be exercised for the development of the Territory before specific work is authorized.

1971, c. 34, s. 27; 1999, c. 40, s. 105.

28. The powers of expropriation conferred by this Act may be exercised with respect to any immovable devoted to public use and even not subject to expropriation under any general law or special Act but, in such cases, only with the authorization of the Government.

1971, c. 34, s. 28.

29. The expropriation authorized by this Act shall be effected in the manner provided for in the Expropriation Act (chapter E-24).

1971, c. 34, s. 29 (part); 1973, c. 38, s. 146.

30. The Government may transfer to the Société, on such conditions as it determines, any immovable or other property forming part of the domain of the State required for the purposes of the Société.

1971, c. 34, s. 30; 1978, c. 41, s. 24; 1999, c. 40, s. 105; 1999, c. 69, s. 9.

31. (Repealed).

1971, c. 34, s. 31; 1978, c. 41, s. 25; 1999, c. 40, s. 105; 1999, c. 69, s. 10.

DIVISION VI DEVELOPMENT PLAN, ACCOUNTS AND REPORT

32. The Société shall establish, in the form, at the intervals and according to the other terms and conditions determined by the Government, a development plan that includes the operations of its subsidiaries. The plan must be submitted to the Government for approval.

1971, c. 34, s. 32; 1999, c. 40, s. 105; 1999, c. 69, s. 12.

32.1. The fiscal year of the Société shall end on 31 December.

1999, c. 69, s. 12.

32.2. The books and accounts of the Société shall be audited by the Auditor General each year and whenever so ordered by the Government.

The auditor’s report must accompany the Société’s report of operations and financial statements.

1999, c. 69, s. 12.

33. The Société shall, not later than 30 April each year, file with the Minister its financial statements and a report of its operations for the preceding fiscal year.

The financial statements and report of operations must contain all the information required by the Minister.

1971, c. 34, s. 33; 1999, c. 40, s. 105; 1999, c. 69, s. 13.

33.1. The Minister shall table the financial statements and report of operations of the Société in the National Assembly within 30 days of receiving them or, if the Assembly is not sitting, within 30 days of resumption.

1999, c. 69, s. 13.

33.2. The Société shall communicate to the Minister any information required by the Minister concerning its operations and the operations of its subsidiaries.

1999, c. 69, s. 13.

PART II MUNICIPALITY

34. Subject to section 40, the Territory shall for all purposes constitute the territory of a municipality to be known under such name as the Government determines, notice of which shall be given by him in the Gazette officielle du Québec.

1971, c. 34, s. 34; 1996, c. 2, s. 636.

35. The municipality shall be governed by the Cities and Towns Act (chapter C-19) except for any provisions inconsistent with those of this Act and those which the Government declares inapplicable in whole or in part to the municipality or to all or part of its territory, notice of which shall be given by it in the Gazette officielle du Québec.

1971, c. 34, s. 35; 1996, c. 2, s. 637.

36. For the purposes of this Part, the board of directors of the Société shall be substituted for the municipal council and shall have all the rights, exercise the powers and be subject to the obligations of the municipal council in the exercise of its powers as such. The board of directors may, by order, delegate its powers to other persons.

1971, c. 34, s. 36; 1999, c. 40, s. 105.

37. The board of directors shall exercise the powers of the municipal council by order. An order may apply to a part only of the territory of the municipality indicated therein.

Every order respecting a budget or a program of capital expenditures, the imposition of a tax or a compensation, or a land use planning and development by-law or any other by-law establishing standards of conduct for the citizens of the territory must be submitted to the Government for approval. It must be published in the Gazette officielle du Québec after its approval. It comes into force on the date of the publication or the later date fixed therein.

Every order that is subject to the approval of the Government must be forwarded to the minister responsible for the administration of this part.

1971, c. 34, s. 37; 1983, c. 57, s. 107; 1996, c. 2, s. 638.

38. (1)  Every part of the territory of the municipality determined by the board of directors and permanently inhabited by at least 500 persons shall constitute a locality and bear the name designated by the board of directors.

(2)  When a locality is so constituted, the board of directors may establish a local council consisting of not more than five members appointed for three years, to which the board of directors may, by order, on such conditions as it determines, delegate its powers respecting such locality.

(3)  The board of directors may, instead of making the appointments, order that the members of the council be elected for three years at such time and in such manner as it prescribes.

(4)  To have the right to vote at the election of the members of a local council, a person must be at least 18 years of age, a Canadian citizen and have been domiciled in the locality for at least one year.

To be eligible as a member of such council, a person must be of full age, a Canadian citizen and have been domiciled in the locality for at least one year.

1971, c. 34, s. 38; 1996, c. 2, s. 639.

39. (1)  The board of directors may establish a general council consisting of at least one member of each local council.

(2)  The appointments to such council shall be made by each local council annually at such time and in such manner as may be prescribed by the board of directors.

(3)  Such council, acting in an advisory capacity, shall meet at least once a year to examine the report of the board of directors and to make its comments and suggestions known to it.

It shall also meet within thirty days following a notice of convocation given to the board of directors by a majority of its members.

1971, c. 34, s. 39.

39.1. The board of directors may impose a general property tax at different rates according to the parts of the territory of the municipality it determines.

1982, c. 2, s. 41; 1996, c. 2, s. 640; 1999, c. 40, s. 105.

40. The territory of every municipality constituted before 14 July 1971 and every Indian reserve created under the Indian Act (Revised Statutes of Canada, 1985, chapter I-5) shall be excluded from the territory of the municipality.

1971, c. 34, s. 40; 1996, c. 2, s. 641; 1999, c. 40, s. 105.

PART III MISCELLANEOUS

41. (Repealed).

1971, c. 34, s. 41; 1978, c. 41, s. 26; 1999, c. 40, s. 105; 1999, c. 44, s. 1.

42. (Repealed).

1971, c. 34, s. 42; 1972, c. 49, s. 128; 1972, c. 55, s. 165; 1988, c. 23, s. 85; 1988, c. 8, s. 84; 1997, c. 83, s. 44; 1999, c. 69, s. 14.

43. This Act shall in no way affect rights of Indian communities living in the Territory.

1971, c. 34, s. 43.

43.1. Sections 159 to 162 of the Companies Act (chapter C‐38) do not apply to the Société.

1999, c. 69, s. 15.

44. The Prime Minister or any other Minister designated by him shall have charge of the application of this Act.

1971, c. 34, s. 44.

The Minister of Energy and Natural Resources is charged with the application of this Act. Order of the Premier dated 18 October 2018, (2018) 150 G.O. 2 (French), 7397.

45. (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.

SCHEDULE

(Section 2)

Description of the Territory

The Territory of the James Bay region shall comprise the territory bounded to the west by the west boundary of Québec, to the south by the parallel of latitude 49°00′ North, to the east by the electoral districts of Roberval, Dubuc and Saguenay and by the extension northerly of the west boundary of the electoral district of Saguenay and to the north by the parallel of latitude 55°00′ North.

1971, c. 34, Schedule.

REPEAL SCHEDULE

In accordance with section 17 of the Act respecting the consolidation of the statutes (chapter R-3), chapter 34 of the statutes of 1971, in force on 31 December 1977, is repealed, except section 45, effective from the coming into force of chapter D-8 of the Revised Statutes.