S-13.01 - Act respecting the Société des établissements de plein air du Québec

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chapter S-13.01

Act respecting the Société des établissements de plein air du Québec

DIVISION I ESTABLISHMENT AND COMPOSITION OF THE SOCIÉTÉ

1999, c. 40, s. 284.

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

1984, c. 54, s. 1; 1999, c. 40, s. 284.

2. The head office of the Société is in the territory of Ville de Québec; the Société may, however, transfer its head office to any other place in Québec. A notice of any change of location of the head office is published in the Gazette officielle du Québec. The Société may hold its sittings anywhere in Québec.

1984, c. 54, s. 2; 1999, c. 40, s. 284; 2000, c. 56, s. 220.

3. The Société is a mandatary of the State.

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

The Société binds only itself when it acts in its own name.

1984, c. 54, s. 3; 1999, c. 40, s. 284.

4. The 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 of directors, 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.

1984, c. 54, s. 4; 1999, c. 40, s. 284; 1999, c. 36, s. 151; 2008, c. 5, s. 1.

5. Not fewer than five members of the board of directors must be domiciled in Québec.

1984, c. 54, s. 5.

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

1984, c. 54, s. 6; 1999, c. 40, s. 284; 2008, c. 5, s. 2.

7. (Repealed).

1984, c. 54, s. 7; 1999, c. 40, s. 284; 2008, c. 5, s. 3.

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

A vacancy on the board of directors is filled in accordance with the rules of appointment set out in this Act.

Non-attendance at a number of board meetings determined by by-law of the Société constitutes a vacancy in the cases and circumstances specified in the by-law.

1984, c. 54, s. 8; 1999, c. 40, s. 284; 2008, c. 5, s. 4.

9. A majority of the members of the board of directors, including the chair, forms a quorum.

1984, c. 54, s. 9; 2008, c. 5, s. 14.

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

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

1984, c. 54, s. 10; 1999, c. 40, s. 284; 2008, c. 5, s. 5.

10.1. If the board of directors does not recommend a candidate for the position of president and chief executive officer in accordance with section 10 within a reasonable time, the Government may appoint the president and chief executive officer after notifying the board members.

2008, c. 5, s. 5.

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

2008, c. 5, s. 5.

11. The members of the board of directors, other than the president and chief executive officer, are not remunerated, except in the cases, on the conditions and to the extent determined by the Government. They are entitled, however, to the reimbursement of the expenses incurred in the exercise of their functions, on the conditions and to the extent determined by the Government.

1984, c. 54, s. 11; 1999, c. 40, s. 284; 2008, c. 5, s. 6.

12. Employees of the Société may not, under pain of forfeiture of office, have a direct or indirect interest in any undertaking causing their interest to conflict with that of the Société. However, forfeiture is not incurred where the interest devolves to them by succession or gift, provided they renounce or dispose of it with dispatch.

1984, c. 54, s. 12; 1999, c. 40, s. 284; 2008, c. 5, s. 7.

13. (Repealed).

1984, c. 54, s. 13; 1999, c. 40, s. 284; 2008, c. 5, s. 8.

14. The secretary and the other employees of the Société are appointed in the manner provided and in accordance with the staffing plan established by by-law of the Société.

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

1984, c. 54, s. 14; 1999, c. 40, s. 284; 2000, c. 8, s. 198.

15. The Société may make any by-law concerning the exercise of its powers and its internal management.

By-laws made in accordance with this division, except those referred to in section 14 and the internal management by-law, come into force on the date of their approval by the Government or on any later date it determines.

The by-laws do not require confirmation by the shareholders.

1984, c. 54, s. 15; 1999, c. 40, s. 284; 2000, c. 8, s. 199; 2008, c. 5, s. 9.

16. The minutes of the sittings of the board of directors, approved by the board and certified by the chair of the board or any other person authorized to do so by the by-laws of internal management of the Société, are authentic. The same applies to documents and copies emanating from the Société and forming part of its records, if they are so certified.

1984, c. 54, s. 16; 1999, c. 40, s. 284; 2008, c. 5, s. 14.

17. No document is binding on the Société unless it is signed by the president and chief executive officer of the Société or, in the cases determined by by-law of the Société, an employee of the Société.

The Société, by by-law, may, on the conditions it determines, allow a required signature to be affixed by means of an automatic device to the documents it determines, or a facsimile of a signature to be engraved, lithographed or printed on them. However, the facsimile does not have the same force as the signature itself unless the document is countersigned by a person authorized by the president and chief executive officer of the Société.

1984, c. 54, s. 17; 1999, c. 40, s. 284; 2008, c. 5, s. 10.

DIVISION II OBJECTS AND POWERS OF THE SOCIÉTÉ

1999, c. 40, s. 284.

18. The objects of the Société are

(1)  to administer, operate and develop, alone or jointly with others, the recreational or touristic installations, immovables or territories that are transferred to it under this Act;

(2)  to devise, erect, administer, operate and develop, alone or jointly with others, any other recreational or touristic installation, immovable or territory;

(3)  to operate, subject to the conditions set out in the Parks Act (chapter P-9), the Act respecting the Saguenay-St. Lawrence Marine Park (chapter P-8.1) or the Act respecting the conservation and development of wildlife (chapter C-61.1), and in a manner consistent with the policies established, according to the subject matter concerned, by the Minister of Sustainable Development, Environment and Parks or the Minister of Natural Resources and Wildlife, all parks situated south of the territories covered by the Act respecting hunting and fishing rights in the James Bay and New Québec territories (chapter D-13.1) and wildlife reserves; the management costs calculated according to the method determined by the Government are borne by the Government to the extent it determines.

For those purposes, the Société may, in particular

(1)  acquire by agreement any movable or immovable property, or any part of an immovable or real right;

(2)  accept any gift or legacy that is of special interest to the Société in the pursuit of its objects;

(3)  build, lease, maintain and hold any movable or immovable property;

(4)  sell, alienate, transfer by lease or otherwise, or give as security any movable or immovable property and any rights therein;

(5)  equip and furnish immovables;

(6)  associate, enter into agreements or contract with any person, Société or government;

(7)  carry out forest development activities in accordance with a mandate given it for that purpose by the Minister of Natural Resources and Wildlife, in particular at a forest station established under the Sustainable Forest Development Act (chapter A-18.1).

1984, c. 54, s. 18; 1999, c. 40, s. 284; 2004, c. 11, s. 60; 2006, c. 3, s. 30; 2010, c. 3, s. 330.

19. The Société shall carry out any other mandate related to its objects that is entrusted to it by the Government and the costs of which are assumed by the Government.

The order conferring a mandate under this section must be tabled, within 15 days after it is made, before the National Assembly if it is in session or, if it is not sitting, within 15 days after the opening of the next session or resumption.

1984, c. 54, s. 19; 1997, c. 66, s. 1; 1999, c. 40, s. 284.

DIVISION III FINANCIAL PROVISIONS

§ 1 . — Capital structure

20. The authorized capital of the Société is $110,000,000.

It is divided into 1,100,000 shares with a par value of $100 each.

1984, c. 54, s. 20; 1999, c. 40, s. 284; 2010, c. 20, s. 68.

21. The shares of the Société form part of the domain of the State and are allotted to the Minister of Finance.

1984, c. 54, s. 21; 1999, c. 40, s. 284.

§ 2 . — Transfer of property forming part of the domain of the State

1999, c. 40, s. 284.

22. The Société, from the date and according to the conditions determined by the Government, becomes the owner of the property forming part of the domain of the State and listed in Schedule I.

The Government may, for the purposes of the application of the Act, establish a technical description of the property contemplated in this section.

The Government, on the conditions it determines, may transfer to the Société the ownership of any other property forming part of the domain of the State.

The Société shall assume the obligations and acquires the rights of the Government in respect of the property. However, the Société and the Government are jointly and severally liable for the current building contracts for which the Government is responsible on the date of transfer.

1984, c. 54, s. 22; 1999, c. 40, s. 284.

23. The Government shall determine, by order, the value of the property transferred under section 22, except the sums receivable and the sums payable, which are transferred at their book value on the date of transfer.

The net value of the sums receivable and payable contemplated in the first paragraph is covered by an acknowledgement of debt between the Société and the Minister of Finance.

The amount of the acknowledgement of debt is payable within 180 days of the date of transfer contemplated in section 22. The other terms and conditions shall be determined by the Government.

1984, c. 54, s. 23; 1999, c. 40, s. 284.

24. The value of the fully-paid shares of the Société on the date of the transfer for which the Government ordered payment by the transfer of the property referred to in section 22 decreases the net debt of the Government, as defined in the public accounts prepared under the Financial Administration Act (chapter A-6.001).

1984, c. 54, s. 24; 1999, c. 40, s. 284; 2000, c. 15, s. 163.

25. The Société may apply for registration of a statement in compliance with the requirements of article 2940 of the Civil Code including the description of any immovable of which the Société has become the owner under the first or third paragraph of section 22 and the Land Registrar is bound to register the statement.

1984, c. 54, s. 25; 1999, c. 40, s. 284; 2000, c. 42, s. 222; 2020, c. 17, s. 112.

§ 3 . — Financing

26. A share of the Société is fully paid if, by order of the Government,

(1)  the Minister of Finance pays the par value of the share to the Société out of the Consolidated Revenue Fund;

(2)  property whose ownership was transferred under section 22 of this Act is allocated to the full payment of the share.

However, the Government may order that the consideration will be paid, to the extent it indicates, both in cash and in property.

The payment in cash contemplated in this section may be made in one or several instalments, the amount and conditions of which are determined by the Government.

The Société shall issue share certificates to the Minister of Finance in return for payments made in accordance with this section, as and when they are made, where such is the case.

1984, c. 54, s. 26; 1999, c. 40, s. 284; 2010, c. 20, s. 69.

27. The Government may, on the conditions and according to the modalities it determines

(1)  guarantee the payment in principal and interest of any loan made to the Société;

(2)  guarantee the execution of any other obligation of the Société;

(3)  authorize the Minister of Finance to advance to the Société any amount considered necessary for the pursuit of its objects.

Amounts required for the carrying out of this section are taken out of the Consolidated Revenue Fund.

1984, c. 54, s. 27; 1999, c. 40, s. 284.

28. In no case may the Société, except with the authorization of the Government,

(1)  contract a loan that increases the aggregate of its outstanding loans to more than the amount determined by the Government;

(2)  enter into a contract for a term or an amount exceeding the term or amount determined by the Government;

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

(4)  acquire or hold shares of a legal person or an interest in a partnership;

(5)  dispose of an immovable otherwise than by a sale by auction or by public tender.

The order of the Government regarding any matter contemplated in subparagraph 2 or 4 of the first paragraph must be tabled, within 15 days after it is made, in the National Assembly if it is in session or, if it is not sitting, within 15 days of the opening of the next session or resumption.

1984, c. 54, s. 28; 1999, c. 40, s. 284.

DIVISION IV SPECIAL POWERS AND DUTIES AND CONDITIONS OF EXERCISE

29. Dividends paid by the Société are fixed by the Government and not by the directors.

1984, c. 54, s. 29; 1999, c. 40, s. 284.

30. (Repealed).

1984, c. 54, s. 30; 1999, c. 40, s. 284; 2008, c. 5, s. 11.

31. Sections 129, 130, 142, 159 to 162, 179, 188 and 189 to 196 of the Companies Act (chapter C-38) do not apply to the Société.

1984, c. 54, s. 31; 1999, c. 40, s. 284; 2020, c. 5, s. 161.

DIVISION V ACCOUNTS AND REPORTS

32. The fiscal year of the Société ends on 31 March each year.

1984, c. 54, s. 32; 1997, c. 66, s. 2; 1999, c. 40, s. 284.

33. Not later than 30 September each year, the Société shall forward to the Minister its financial statements and a report of its activities for the previous fiscal year.

The financial statements and the report of activities must include all the information required by the Minister.

1984, c. 54, s. 33; 1999, c. 40, s. 284.

34. The Minister shall table the report of activities and the financial statements of the Société in the National Assembly within 15 days of receiving them, if it is in session, or, if it is not sitting, within 15 days of the opening of the next session or resumption.

1984, c. 54, s. 34; 1999, c. 40, s. 284.

35. The books and accounts of the Société are audited by the Auditor General every year and whenever ordered by the Government. The audit report must accompany the Société’s report of activities and financial statements.

1984, c. 54, s. 35; 1999, c. 40, s. 284; 2008, c. 5, s. 12.

36. (Repealed).

1984, c. 54, s. 36; 1999, c. 40, s. 284; 2008, c. 5, s. 13.

37. The Société shall attach a capital budget to the multi-year budgetary estimates it is required to adopt under section 45.3 of the Financial Administration Act (chapter A-6.001).

1984, c. 54, s. 37; 1999, c. 40, s. 284; 2020, c. 5, s. 145.

38. The Société shall give to the Minister responsible for the administration of this Act any information he may require on its activities.

1984, c. 54, s. 38; 1999, c. 40, s. 284.

DIVISION VI MISCELLANEOUS AND TRANSITIONAL PROVISIONS

39. Any person employed by the Société may apply for a transfer to a position in the public service or enter a promotion-only qualification process in accordance with the Public Service Act (chapter F-3.1.1) if, on the date of the transfer of all or part of an administrative unit of a Government department to the Société, he was a public servant with permanent tenure of a Government department in the administrative unit transferred to the Société and if his appointment to the Société has occurred within six months following the transfer of the administrative unit to which he belonged.

1984, c. 54, s. 39; 1999, c. 40, s. 284; 2013, c. 25, s. 34.

40. Section 35 of the Public Service Act (chapter F-3.1.1) applies to any employee contemplated in section 39 who enters a promotion-only qualification process for a position in the public service.

1984, c. 54, s. 40; 2013, c. 25, s. 34.

41. Where an employee contemplated in section 39 applies for a transfer or enters a promotion-only qualification process, he may require the chair of the Conseil du trésor to give him an opinion on the classification he would have in the public service. The opinion must take account of the classification that the employee had in the public service on the date of his termination of employment and the experience and years of formal training he has acquired since he has been in the employ of the Société.

Where an employee is transferred pursuant to section 39, the deputy minister or chief executive officer shall establish his classification in accordance with the opinion contemplated in the first paragraph.

Where an employee is promoted pursuant to section 39, his classification must take account of the criteria provided in the first paragraph.

1984, c. 54, s. 41; 1996, c. 35, s. 19; 1999, c. 40, s. 284; 2008, c. 5, s. 14; 2013, c. 25, s. 34.

42. Where all or some of the activities of the Société cease or in case of a lack of work, the employee contemplated in section 39 is entitled to be placed on reserve in the public service with the classification he had before the date of his termination of employment.

In the case of this section, the chairman of the Conseil du trésor shall, where applicable, assign the employee a classification that takes account of the criteria provided in the first paragraph of section 41.

1984, c. 54, s. 42; 1996, c. 35, s. 19; 1999, c. 40, s. 284.

43. A person placed on reserve pursuant to section 42 remains in the Société until the chairman of the Conseil du trésor is able to place him.

1984, c. 54, s. 43; 1996, c. 35, s. 19; 1999, c. 40, s. 284.

44. Subject to any rights of action which may exist under a collective agreement, an employee contemplated in section 39 who is dismissed may appeal therefrom in accordance with section 33 of the Public Service Act (chapter F-3.1.1).

1984, c. 54, s. 44.

45. The associations of employees certified in accordance with Chapter IV of the Public Service Act (chapter F-3.1.1), which represent groups of employees of a department of the Government on the date of the transfer contemplated in section 39, continue to represent those employees at the Société des établissements de plein air du Québec until the date of expiry of the collective agreements in force at the time of the transfer.

The associations of employees also represent, according to the groups contemplated, the future employees of the Société until 31 December 1985.

The provisions of the collective agreements filed in the office of the labour commissioner-general, in accordance with the Act respecting the conditions of employment in the public sector (1982, chapter 45), apply to the employees of the Société so far as they are applicable, until the date of expiry of the collective agreements in force at the time of the transfer.

Notwithstanding the foregoing, in no case may the provisions of the described collective agreements that regard security of employment apply to employees contemplated in the second paragraph.

The regulations mentioned in Schedule II apply to employees of the Société who were contemplated in those regulations before being transferred, so far as the provisions of the collective agreements to which they refer are applicable, until 31 December 1985.

1984, c. 54, s. 45; 1999, c. 40, s. 284.

46. The transfers provided for in section 22 and the transfers of rights provided for in this Act have effect notwithstanding the non-fulfilment, at the time of those transfers, of an obligation or a condition provided in an Act or contract.

No proceedings may be brought against the Government, the Société or any of their members, employees or officers solely by reason of a transfer or the non-fulfilment of an obligation or condition referred to in the first paragraph.

1984, c. 54, s. 46; 1999, c. 40, s. 284.

47. The Act respecting duties on transfers of immovables (chapter D-15.1) does not apply to transfers provided in section 22.

1984, c. 54, s. 47; 1991, c. 32, s. 258.

48. The Société and the Government are jointly and severally liable for the obligations arising from leases to which the Government is a party as a lessee, and which are in effect on the date determined in accordance with section 22.

However, the subletting of the premises rented by the Government under such a lease is not subject to articles 1870, 1871 and 1872 of the Civil Code and the lessor shall impose no condition, restriction, obligation or additional or preliminary procedure with respect to the subletting on the Société.

1984, c. 54, s. 48; 1999, c. 40, s. 284.

49. The records and other documents of the Government concerning the property contemplated in section 22 become the records and documents of the Société, except where the Government decides otherwise.

1984, c. 54, s. 49; 1999, c. 40, s. 284.

50. Pending cases of the Government relating to the movables and immovables contemplated in section 22 are continued and decided by the Société, except where the Government decides otherwise.

1984, c. 54, s. 50; 1999, c. 40, s. 284.

51. Proceedings to which a minister or deputy minister of the Government is a party are transferred, without continuance of suit, to the president of the Société according to the attributions conferred on him by law or, if the Government decides otherwise, to any other person it designates.

1984, c. 54, s. 51; 1999, c. 40, s. 284.

52. (Amendment integrated into c. R-10, Schedule I).

1984, c. 54, s. 52; 1985, c. 18, s. 60.

53. (Amendment integrated into c. R-10, Schedule III).

1984, c. 54, s. 53.

54. The minister designated by the Government is responsible for the administration of this Act.

1984, c. 54, s. 54; 1994, c. 16, s. 46.

The Minister responsible for Sports, Recreation and the Outdoors is responsible for the administration of this Act. Order in Council 1651-2022 dated 20 October 2022, (2022) 154 G.O. 2 (French), 6519.

55. (This section ceased to have effect on 20 March 1990).

1984, c. 54, s. 55; U. K., 1982, c. 11, Sch. B, Part I, s. 33.

56. (Omitted).

1984, c. 54, s. 56.

SCHEDULE I

1. SKI SECTOR

The installations of and the land enclosing the camping ground, the golf course and the alpine and cross-country skiing facilities of Parc du Mont Ste-Anne.

2. CAMPING SECTOR

The installations of and the land enclosing the Amqui, Côte Ste-Catherine, Kénogami, Stoneham, des Voltigeurs, Baie de Percé, Coteau-Landing, Pointe-des-Cascades and Fort Témiscamingue camping grounds.

3. LODGING AND RESTAURANT SECTOR

The land and installations of the Auberge de Fort Prével and its golf course.

The land and installations of the Manoir Montmorency.

The installations of the wildlife preserve of Île d’Anticosti.

The installations of the Domaine in the wildlife preserve of La Vérendrye.

1984, c. 54, Schedule I.

SCHEDULE II

1. The “Regulation respecting the conditions of employment of office staff, technicians and staff of comparable rank, certain employees at the official residence of the Lieutenant-Governor, minister’s chauffeurs and workmen”, made on 13 April 1982 by ministerial order 188-82 approved by C.T. 138 835 of 27 April 1982, amended on 2 December 1982 by ministerial order 263-82 approved by C.T. 142 047 of 7 December 1982, amended on 17 December 1982 by ministerial order 269-82 approved by C.T. 142 284 of 20 December 1982 and amended on 10 May 1983 by ministerial order 292-83 approved by C.T. 144 821 of 7 June 1983.

2. The “Regulation respecting the conditions of employment of professional staff”, made on 12 January 1982 by ministerial order 187-82 approved by C.T. 137 510 of 16 February 1982, amended on 29 March 1982 by ministerial order 215-82 approved by C.T. 139 121 of 11 May 1982, amended on 2 December 1982 by ministerial order 261-82 approved by C.T. 142 045 of 7 December 1982, amended on 17 December 1982 by ministerial order 268-82 approved by C.T. 142 283 of 20 December 1982, and amended on 10 May 1983 by ministerial order 294-83 approved by C.T. 144 823 of 7 June 1983.

1984, c. 54, Schedule II.

REPEAL SCHEDULE

In accordance with section 17 of the Act respecting the consolidation of the statutes and regulations (chapter R-3), chapter 54 of the statutes of 1984, in force on 1 September 1985, is repealed, except section 56, effective from the coming into force of chapter S-13.01 of the Revised Statutes.