S-22 - Act respecting the Société québécoise d’initiatives pétrolières

À jour au 1^er avril 1999

Ce document a valeur officielle.

chapter S-22

Act respecting the Société québécoise d’initiatives pétrolières

Repealed, 1998, c. 45, s. 21.

1998, c. 45, s. 21.

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

Such Company may also be designated by the name of “SOQUIP”.

1969, c. 36, s. 1; 1977, c. 5, s. 14.

2. The head office of the Company shall be in the territory of Ville de Québec or in the immediate vicinity thereof.

1969, c. 36, s. 2; 1996, c. 2, s. 930.

3. The objects of the Company shall be:

(a)  to explore for, produce, store, transport and sell crude hydrocarbons in liquid or gaseous form;

(b)  to participate in the refining of crude hydrocarbons in liquid or gaseous form, in the storage, transport and sale of refined hydrocarbons, and in the development of discoveries of hydrocarbons made by others;

(c)  to negotiate and enter into contracts or agreements for the purchase and resale of crude and refined hydrocarbons in liquid or gaseous form and to import hydrocarbons and cause them to be refined.

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.

1969, c. 36, s. 3; 1980, c. 27, s. 1.

3.1. The Company may assemble or manufacture devices or equipment necessary for its purposes and trade in such devices or equipment.

1985, c. 30, s. 95.

3.2. The Company may also act as a consultant and provide services in matters within its competence.

1985, c. 30, s. 95.

4. The authorized capital of the Company is $255 000 000, divided into 5 100 000 shares of a par value of $50 each.

1969, c. 36, s. 4; 1974, c. 25, s. 1; 1980, c. 27, s. 2; 1982, c. 10, s. 1.

5. The shares of the Company form part of the public domain of Québec. The Minister of Finance has the exercise of the rights attached to the shares.

1969, c. 36, s. 5; 1980, c. 27, s. 3.

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 30,000 fully paid-up shares of its capital stock for which certificates shall be issued to the Minister of Finance in return for such payments.

1969, c. 36, s. 6.

7. The Minister of Finance shall pay to the Company, out of the consolidated revenue fund, in addition to the sum provided for in section 6, in the year 1974 and in each of the four subsequent years, a sum of $6 000 000 for 120,000 fully paid-up shares of its capital stock for which certificates shall be issued to the Minister of Finance in return for such payments.

1974, c. 25, s. 2.

8. The Minister of Finance shall pay to the Company, out of the consolidated revenue fund, in the year 1979 and in each of the three subsequent years, a sum of $7 500 000 for 150,000 fully paid-up shares of its capital stock for which certificates shall be issued to the Minister of Finance in return for such payments.

1974, c. 25, s. 2.

9. The Minister of Finance is authorized to pay to the Company, out of the consolidated revenue fund, with the prior approval of the Government, a sum of $25 000 000 for 500,000 fully paid-up shares.

Such payments may be effected in one or several instalments, as the activities of the Company may require, before 31 March 1983; if it is made in several instalments, each of them must receive the approval contemplated in the first paragraph.

1974, c. 25, s. 2.

9.1. Upon the application of the Company, which it shall prepare in accordance with the sums required for the purposes of its investments, the Minister of Finance shall pay to the Company, out of the consolidated revenue fund, the sum of $50 000 000 for 1 000 000 fully paid-up shares of its capital stock, according to the following terms and conditions:

(a)  in the year 1981, up to the sum of $15 000 000 for the proportionate number of fully paid-up shares of its capital stock;

(b)  in the year 1982, up to the sum of $15 000 000 for the proportionate number of fully paid-up shares of its capital stock;

(c)  in the year 1983, up to the sum of $20 000 000 for the proportionate number of fully paid-up shares of its capital stock.

If, however, in any year mentioned in the first paragraph, the Company applies for a smaller sum than the maximum sum provided for for that year, it may later make an application for the difference between the two sums. Upon this latter application, the Minister of Finance shall pay to the Company, out of the consolidated revenue fund, notwithstanding the maximum yearly sums provided for in the first paragraph, the sum applied for, for the proportionate number of fully paid-up shares of its capital stock.

1980, c. 27, s. 4.

9.2. The Minister of Finance is authorized to pay to the Company, out of the consolidated revenue fund, with the prior approval of the Government and on such conditions as it may fix, a sum of $15 000 000 for 300 000 fully paid-up shares of its capital stock.

Payment may be made in one or several instalments, as the activities of the Company may require; if it is made in 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.

Every order of approval issued by the Government must be tabled before the National Assembly.

1980, c. 27, s. 4.

9.2.1. Upon the application of the Company, which it shall prepare in accordance with the sums required for the purposes of its investments, the Minister of Finance shall also pay to the Company, out of the consolidated revenue fund, the sum of $90 000 000 for 1 800 000 fully paid-up shares of its capital stock, according to the following terms and conditions:

(a)  in the fiscal year 1982-1983, up to the sum of $15 000 000 for the proportionate number of fully paid-up shares of its capital stock;

(b)  in each of the fiscal years 1983-1984, 1984-1985 and 1985-1986, up to the sum of $25 000 000 for the proportionate number of fully paid-up shares of its capital stock.

If, however, in any year mentioned in the first paragraph, the Company applies for a smaller sum than the maximum sum provided for for that year, it may later make an application for the difference between the two sums. Upon this latter application, the Minister of Finance shall pay to the Company, out of the consolidated revenue fund, notwithstanding the maximum yearly sums provided for in the first paragraph, the sum applied for, for the proportionate number of fully paid-up shares of its capital stock.

The Company shall not employ an amount paid to it pursuant to the preceding paragraphs for purposes other than those approved by the Government. Third persons are not bound to see to the observance of this paragraph, and it shall not be invoked by them or against them.

1982, c. 10, s. 3.

9.3. The Company shall issue share certificates to the Minister of Finance in return for the payments made under sections 9.1, 9.2 and 9.2.1.

1980, c. 27, s. 4; 1982, c. 10, s. 4.

10. 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 13; and

(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.

1969, c. 36, s. 7; 1974, c. 25, s. 3; 1980, c. 27, s. 5.

11. The members of the board of directors shall elect one of the members contemplated in subparagraph b of the first paragraph of section 10 as chairman of the board and another as vice-chairman to exercise the functions of the chairman in the latter’s absence.

1969, c. 36, s. 8; 1980, c. 27, s. 5.

12. 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.

1969, c. 36, s. 9; 1980, c. 27, s. 5.

13. The president of the Company is responsible for the administration and the 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 which binds him to the Company. The contract has effect only if ratified by the Government.

1969, c. 36, s. 10; 1980, c. 27, s. 5.

14. 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.

1969, c. 36, s. 11; 1980, c. 27, s. 5.

15. 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 10.

The members of the board of directors, except 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.

1969, c. 36, s. 12; 1980, c. 27, s. 5.

16. 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 end of a term, in the manner and for the time prescribed in section 10.

1969, c. 36, s. 13; 1980, c. 27, s. 5.

16.1. 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 a 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.

1980, c. 27, s. 5.

17. Without the authorization of the Government, the Company shall not:

(a)  exercise its powers respecting the objects contemplated in subparagraph b of section 3;

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

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

(d)  dispose of all or part of its mining property, except by auction or public tender;

(e)  make by-laws respecting the exercise of its powers and its internal management;

(f)  enter into contracts or agreements respecting the objects contemplated in subparagraph c of the first paragraph of section 3.

1969, c. 36, s. 14; 1980, c. 27, s. 6.

18. 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. 36, s. 15.

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

1969, c. 36, s. 16.

20. Not later than 31 July each year, the Company shall submit to the Minister of Natural Resources a report of its activities for its previous fiscal year.

The report must also contain all the information which the Minister prescribes.

The report must be tabled before the National Assembly if it is in session or, if not, within 30 days of the opening of the next session or of resumption, as the case may be.

1969, c. 36, s. 17; 1979, c. 81, s. 20; 1980, c. 27, s. 7; 1994, c. 13, s. 15.

21. The Company’s books and accounts 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.

1969, c. 36, s. 18; 1970, c. 17, s. 102; 1980, c. 27, s. 8.

22. The development plan of the Company must be approved every year by the Government.

The Government shall determine the form and tenor of the development plan and the date on which it must be submitted.

1969, c. 36, s. 19; 1980, c. 27, s. 8.

23. The Minister may, within the scope of his responsibilities and powers, issue directives on the Company’s objectives and orientation. The directives must receive prior approval of 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, if it is in session, within fifteen days after its approval by the Government. If the National Assembly is not in session, the directive must be tabled within fifteen days of the opening of the next session or of resumption, as the case may be.

1969, c. 36, s. 20; 1979, c. 81, s. 20; 1980, c. 27, s. 8.

24. The Company must provide the Minister with any information he requires concerning its activities.

1980, c. 27, s. 8.

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

1980, c. 27, s. 8.

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

1980, c. 27, s. 8; 1994, c. 13, s. 15.

27. (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 1969, in force on 31 December 1977, is repealed, except section 21, effective from the coming into force of chapter S-22 of the Revised Statutes.