chapter S-18.2

An Act respecting the Société nationale de l'amiante

DIVISION I 
ESTABLISHMENT OF THE SOCIÉTÉ

Establishment.

1. A joint-stock company, hereinafter called “the Société”, is established under the name of “Société nationale de l'amiante”.

1978, c. 42, s. 1.

Head office.

2. The head office of the Société shall be at the place determined by the Government; notice of the location or of any change of location of the head office shall be published in the Gazette officielle du Québec.

1978, c. 42, s. 2.

Mandatary of the State.

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

Domain of the State.

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

Liability.

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

1978, c. 42, s. 3; 1999, c. 40, s. 297.

Objects.

4. The objects of the Société are

 (a) exploration for and the development and exploitation of asbestos deposits, including the marketing of production;

 (b) any activity of an industrial, manufacturing or commercial nature directly or indirectly relating to the processing of asbestos fibre;

 (c) research and development of new uses or processing methods of asbestos.

May associate or make agreements.

To that end, the Société, as well as any subsidiary of the Société, may associate with or make agreements with any person or partnership, subject to the other provisions of this Act.

1978, c. 42, s. 4; 1999, c. 40, s. 297.

DIVISION II 
BOARD OF DIRECTORS

Number of directors.

5. The affairs of the Société shall be administered by a board of directors having at least seven and at most eleven members.

Status.

These members are the directors of the Société within the meaning of the Companies Act (chapter C-38), but they need not be stock-holders.

Domicile.

At least two-thirds of the directors must be domiciled in Québec.

1978, c. 42, s. 5.

Term by contract.

6. The members of the board of directors, including the chairman, may be elected for a term of over two years but not over five years; they shall not, however, in such a case, carry out their duties or be compensated except under the conditions of a contract binding them to the Société for their whole term of office. Such a contract is void unless ratified by the Government.

1978, c. 42, s. 6.

Substitute.

7. During a vacancy or while a member is absent or unable to act, a person may be appointed for the interim by the Government, which shall fix his indemnities and allowances.

1978, c. 42, s. 7; 1999, c. 40, s. 297.

Salary.

8. If the directors are elected to the board for two years or less, the Government shall fix the salary of the president as well as the indemnities and allowances to which the chairman and the other directors are entitled. Once fixed, the president's salary cannot be reduced.

1978, c. 42, s. 8.

Duties of president.

9. The president of the Société, who may also be chairman of the board of directors, is responsible for the management and direction of the Société within the scope of its by-laws.

1978, c. 42, s. 9.

By-laws.

10. The board of directors shall adopt the general by-laws of the Société. These by-laws are subject to approval by the Government.

1978, c. 42, s. 10.

DIVISION III 
FINANCING

Authorized capital.

11. The authorized capital of the Société is $250,000,000.

Par value.

It is divided into 250,000 shares of a par value of $1,000 each.

1978, c. 42, s. 11.

Allotment.

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

1978, c. 42, s. 12; 1999, c. 40, s. 297.

Payment authorized.

13. The Minister of Finance is authorized to pay to the Société, out of the Consolidated Revenue Fund, with the prior approval of the Government, an amount of $250,000,000 for 250,000 fully paid-up shares of its capital stock, for which certificates shall be issued to him by the Société.

Mode of payment.

Such payment may be made in one or in several instalments; if it is made in several instalments, each of them must be approved as provided in the first paragraph.

1978, c. 42, s. 13.

Tabling.

14. Every order of the Government approving a payment contemplated in section 13 must be tabled without delay before the National Assembly if it is in session or, if it is not, within fifteen days after the opening of the next session or after resumption, as the case may be.

1978, c. 42, s. 14.

May guarantee payment or authorize advance.

15. The Government, on such conditions as it may determine, may

 (a) guarantee the payment in principal and interest of any loan made by the Société or by any subsidiary in which it holds more than fifty per cent of the shares, and the payment of the amounts of money payable by the Société or by any such subsidiary pursuant to the inexecution of its contracts;

 (b) authorize the Minister of Finance to advance to the Société or a subsidiary contemplated in subparagraph a any amount considered necessary for the exercise of the powers of the Société or of such subsidiary, at such rate of interest, for such time and on such other conditions as the Government may determine.

Source of funds.

The amounts that the Government may be called on to pay under such guarantees or to advance to the Société or a subsidiary shall be taken out of the Consolidated Revenue Fund.

1978, c. 42, s. 15.

DIVISION IV 
SPECIAL POWERS AND CONDITIONS OF EXERCISE

Powers controlled.

16. The Société shall not, without the authorization of the Government, subject to the exceptions and conditions provided for by regulation of the Government,

 (a) exercise its powers relating to the objects contemplated in the second paragraph of section 4;

 (b) acquire undertakings pursuing the same or similar purposes or shares forming the joint-stock of any such undertakings;

 (c) contract a loan that raises to more than $1,000,000 the total of the sums borrowed by it and not yet reimbursed;

 (d) dispose of a part or of the whole of its mining property;

 (e) grant loans.

Coming into force.

Any regulation of the Government provided for in this section comes into force on the date of its publication in the Gazette officielle du Québec.

Tabling.

Every order of the Government authorizing the acquisition of an undertaking or shares forming the capital stock of an undertaking contemplated in subparagraph b of the first paragraph of this section must be tabled without delay in the National Assembly if it is sitting or, if it is not sitting, within fifteen days after the opening of the next session or, as the case may be, after resumption.

1978, c. 42, s. 16.

Dividends.

17. The dividends paid by the Société shall be fixed by the Government and not by the directors.

1978, c. 42, s. 17.

Directives on objectives.

18. The Minister of Natural Resources and Wildlife, within the scope of the responsibilities and powers entrusted to him, may issue directives regarding the objectives and the orientation of the Société in carrying out the functions entrusted to it by the Act.

Approval.

Such directives must be submitted to the Government for approval. If they are so approved, they are binding on the Société and it must comply with them.

Tabling.

Any directive issued under this section must be tabled before the National Assembly, if it is in session, within 15 days of its approval by the Government. If the directive is issued while the Assembly is not sitting, the directive must be tabled before it within 15 days after the opening of the next session or, as the case may be, after resumption.

1978, c. 42, s. 18; 1979, c. 81, s. 20; 1994, c. 13, s. 15; 2003, c. 8, s. 6; 2006, c. 3, s. 35.

Municipal and school taxes.

19. The Société shall pay all the municipal and school taxes imposed on the immovable property in its possession.

Agreements on fixed payments.

Nevertheless, the Société, notwithstanding any contrary legislative provision, may enter into agreements with school boards for the payment of fixed sums of money in lieu of any and all taxes, contributions, assessments or dues for municipal services, whatever the nature of such taxes, contributions, assessments or dues.

Approval.

Every agreement entered into under the preceding paragraph comes into force from its approval by the Government.

1978, c. 42, s. 19; 1988, c. 84, s. 683.

DIVISION V 
ACQUISITION BY WAY OF EXPROPRIATION
1979, c. 44, s. 1.

§ 1. —  Expropriation
1979, c. 44, s. 1.

Expropriation.

20. The Government, in accordance with the rules provided under this division, may expropriate for the account of the Société property of any kind that is suitable for the attainment of the objects of the Société and that is owned by Asbestos Corporation Limited or one of its subsidiaries on 15 December 1978 or became its property between 15 December 1978 and the date of expropriation.

Effect.

This section is without effect as to property alienated in the ordinary course of the commercial operations of Asbestos Corporation Limited or one of its subsidiaries.

1979, c. 44, s. 1.

Notice.

21. Expropriation is effected by serving on the owner a notice informing it that its property is expropriated.

Content.

Where the property of the owner is expropriated in part only, the notice of expropriation shall contain either a summary description of the property not being expropriated or the description of the property being expropriated.

Publication.

The notice of expropriation is published in the Gazette officielle du Québec.

1979, c. 44, s. 1.

Presumption.

22. Property owned by a legal person that is a subsidiary controlled legal person of Asbestos Corporation Limited within the meaning given to that expression by section 1 of the Taxation Act (chapter I-3) is deemed to be owned by Asbestos Corporation Limited for the purposes of sections 23 and 29 to 54.

1979, c. 44, s. 1; 1999, c. 40, s. 297.

Statement of the amount of the indemnity.

23. Within thirty days of service of the notice of expropriation, the Société shall send a statement indicating the amount of the indemnity to the former owner.

1979, c. 44, s. 1.

Right of ownership.

24. The Société becomes the owner of such property from the service of the notice of expropriation.

Registration.

The registrar must make an entry of the expropriation of the property designated by the Société in the land register.

Registration.

The registrar responsible for the public register of real and immovable mining rights under the Mining Act (chapter M-13.1) is bound to register such right contemplated in section 8 of that Act as may be designated by the Société.

1979, c. 44, s. 1; 1987, c. 64, s. 344; 1999, c. 40, s. 297; 2000, c. 42, s. 224.

Copy of the titles.

25. The former owner shall furnish to the Société copy of the titles relating to the expropriated property and of the books and documents required for the operation of such property.

1979, c. 44, s. 1.

Operation of property.

26. From the service of the notice of expropriation, the Société shall operate and administer the expropriated property. It is entitled to the revenues from the operation of such property and is responsible for the current operating expenditures.

1979, c. 44, s. 1.

Payment of debts.

27. If the former owner furnishes to the Société, within sixty days from the service of the notice of expropriation, an affidavit containing the names and addresses of all its creditors and the amount and the nature of each debt pertaining to the expropriated property, the Société shall assume, up to the amount of the indemnity, payment of the debts mentioned therein which pertain to the expropriated property.

Creditor not at arm's length.

However, where a debt was contracted within three hundred and sixty-five days preceding the service of the notice of expropriation, toward a person who, under the Taxation Act (chapter I-3), was not dealing at arm's length with the former owner, the Société is liable for such debt only if it was contracted in the normal course of operation of the property expropriated.

1979, c. 44, s. 1.

Employees.

28. In accordance with sections 45 to 47 of the Labour Code (chapter C-27), the employees of the former owner whose services relate to the operation of the expropriated property, including marketing, become employees of the Société upon the service of the notice of expropriation.

1979, c. 44, s. 1.

Judicial proceedings.

29. The Société may take up the defence of the former owner in any judicial proceeding pertaining to the expropriated property.

1979, c. 44, s. 1.

Indemnity to be paid.

30. The indemnity that the Société is to pay shall be that which the Société and the former owner agree upon. Failing an agreement, the indemnity shall be determined by a board of arbitration.

Effect.

The indemnity shall be in lieu of any right or recourse of the former owner arising out of the acquisition of the expropriated property.

1979, c. 44, s. 1.

§ 2. —  Board of arbitration
1979, c. 44, s. 1.

Board of arbitration.

31. Upon the expiry of sixty days following the service of the notice of expropriation, either of the parties may require the formation of a board of arbitration, unless they have agreed to do so at an earlier date.

1979, c. 44, s. 1.

Appointment of members.

32. The board shall be composed of three members, one of whom is appointed by the Société, another is appointed by the former owner and the third, who is the chairman of the board, is appointed by the Government on the joint recommendation of the two members already appointed; the chairman shall be chosen from among the judges of the Court of Québec sitting on the Expropriation Division of the Court of Québec.

Appointment ex officio.

Within 90 days of the decision of either party to require the creation of the board, if there is no agreement between the members of such board as to the selection of a chairman or if one of the parties fails to appoint its arbitrator, the chief judge of the Court of Québec shall, ex officio, appoint the chairman or the arbitrator.

1979, c. 44, s. 1; 1986, c. 61, s. 66; 1988, c. 21, s. 66, s. 141.

Salary.

33. Each party shall pay the salary of the arbitrator representing it. The chairman of the board of arbitration shall receive no other salary than his salary as judge.

1979, c. 44, s. 1.

Clerk.

34. The Government shall appoint a clerk, who remains in office at least until the time for appeal from the award of the board has expired. The Government may also appoint assistant clerks.

Salary.

The Société shall pay the salary of the clerks and provide for the organization of the administrative services of the board.

1979, c. 44, s. 1; 1999, c. 40, s. 297.

Conflict of interest.

35. Arbitrators shall not have any interest in the dispute they are called upon to settle. A judge of the Court of Québec may on a motion of one of the parties dismiss an arbitrator who has such an interest. The motion is heard and decided by preference.

1979, c. 44, s. 1; 1988, c. 21, s. 66.

Vacancy.

36. Any vacancy among the arbitrators shall be filled within thirty days in accordance with the procedure established for their appointment.

1979, c. 44, s. 1.

Dispute.

37. The board shall hear, in first instance, to the exclusion of any other tribunal, the dispute concerning the indemnity. It shall be seized of it without other formality from the day the chairman is appointed.

Burden of proof.

It shall hear the matter diligently in accordance with the procedure and mode of proof it considers appropriate; the burden of proof is on the former owner.

1979, c. 44, s. 1.

Public sitting.

38. The sittings of the board are public; the board may however, of its own initiative or at the request of one of the parties, order that a sitting be held in camera.

1979, c. 44, s. 1.

Powers of the chairman.

39. The chairman has all the powers of a judge of the Superior Court for the conduct of the sittings of the board; he cannot, however, impose imprisonment.

1979, c. 44, s. 1.

Witnesses.

40. At the request of the parties or of the board, the witnesses are summoned by a written order signed by the chairman or by the clerk.

1979, c. 44, s. 1.

Refusal to appear.

41. A person duly summoned before the board who refuses to appear or to testify may be compelled to do so as if he had been summoned under the Code of Civil Procedure (chapter C-25).

1979, c. 44, s. 1; 1990, c. 4, s. 831.

Taxation.

42. The witnesses are entitled to the same taxation as witnesses before the Superior Court. That taxation is payable by the party which summoned or examined them.

1979, c. 44, s. 1.

Order of the board.

43. The chairman or the clerk may communicate or otherwise serve any order, document or proceeding emanating from the board or the parties concerned.

1979, c. 44, s. 1.

§ 3. —  Indemnity
1979, c. 44, s. 1.

Computation of the indemnity.

44. The indemnity shall be computed by the board according to the fair market value of the property established in relation to its continued operation at the time the Société became the owner thereof.

1979, c. 44, s. 1.

Prejudice.

45. In computing the indemnity, account shall not be taken of any prejudice that might result from the expropriation nor from the rights and privileges conferred on the Société under section 3.

Investments.

Express account must be taken, however, in computing the indemnity, of the investment required to meet the standards concerning the environment and the safety or health of the persons connected with the operation of the expropriated property.

1979, c. 44, s. 1.

Fiscal situation of former owner.

46. In computing the indemnity, the fiscal situation of the former owner is appraised with regard to every Act imposing tax, dues, duties or royalties by taking into consideration only the provisions of that Act that were in force at the time the notice of expropriation was served.

Presumption.

However, for the purposes of computing the tax payable in the year of the expropriation and in subsequent years under the Taxation Act (chapter I-3) and the Income Tax Act (Revised Statutes of Canada, 1985, chapter 1, 5th Supplement), the former owner is deemed to have, at the time of the service of the notice of expropriation, transferred the expropriated property to another legal person that was not carrying on any business and to have made, at that time, in respect of that property, the election provided for in section 518 of the Taxation Act and in section 85 of the Income Tax Act while assuming that the amount agreed upon in respect of such property is equal, in all cases, to the cost amount, within the meaning of the said Acts, immediately prior to the transfer; for the same purposes, all the revenues of the former owner are deemed attributable to an establishment situated in Québec.

1979, c. 44, s. 1; 1999, c. 40, s. 297.

Apportionment of the indemnity.

47. Where section 22 applies, the legal person may ask the board to apportion the indemnity between the former owners concerned.

1979, c. 44, s. 1; 1999, c. 40, s. 297.

Debts deducted.

48. The debts assumed by the Société under section 27 shall be deducted from the indemnity computed pursuant to sections 44 to 46.

Rate of interest.

The indemnity thus reduced bears interest from the taking of possession by the Société of the expropriated property, at a rate equal to the average rates payable by banks governed by the Bank Act (Revised Statutes of Canada, 1985, chapter B-1) on 90 day term deposits; that rate shall be readjusted every 90 days from the taking of possession to the time the indemnity is paid.

Compound interest.

Interest is compounded semi-annually.

1979, c. 44, s. 1.

§ 4. —  Award
1979, c. 44, s. 1.

Interim decision.

49. Before the award is rendered, the board may make any interim decision it considers fair and advisable.

1979, c. 44, s. 1.

Award substantiated and signed.

50. The award of the board must be substantiated and signed by the members who participated therein.

Dissidence.

Any dissenting member may submit a separate report.

No unanimity.

Failing unanimity or a majority, the report of the chairman constitutes the award of the board.

1979, c. 44, s. 1.

Time.

51. The award of the board must be rendered within 90 days following the conclusion of the sittings unless, at the request of the chairman, the Government grants an extension of time.

1979, c. 44, s. 1; 1999, c. 40, s. 297.

Award transmitted.

52. The chairman or the clerk of the board shall transmit the original of the award to the clerk of the Conseil exécutif, and a copy to each party.

1979, c. 44, s. 1.

Execution of the award and other decisions.

53. The award of the board, and the interim decisions the board may render before the award, may be executed under the authority of the competent court, on a motion by one of the parties.

1979, c. 44, s. 1.

§ 5. —  Appeal
1979, c. 44, s. 1.

Right to appeal.

54. One of the parties may appeal before the Court of Appeal from any interim decision of the board, as well as from the award.

1979, c. 44, s. 1.

Preference.

55. The appeal is heard and decided by preference.

Provisions applicable.

Articles 491 to 524 of the Code of Civil Procedure (chapter C-25) apply to such appeal, with the necessary modifications.

1979, c. 44, s. 1.

DIVISION VI 
ACCOUNTS AND REPORTS
1979, c. 44, s. 2.

Financial year.

56. The financial year of the Société terminates on the date fixed by Government regulation, which shall be published in the Gazette officielle du Québec.

1978, c. 42, s. 20; 1979, c. 44, s. 2.

Annual report.

57. Each year, on the expiry of four months following the end of its financial year, the Société shall make a report of its activities for its preceding financial year to the Minister of Natural Resources and Wildlife.

Additional information.

This report must also contain any and all information the Minister may prescribe.

Tabling.

This report shall be tabled in the National Assembly if it is sitting, or, if it is not, within 30 days after the opening of the next session or after resumption, as the case may be.

1978, c. 42, s. 21; 1979, c. 44, s. 2; 1979, c. 81, s. 20; 1994, c. 13, s. 15; 2003, c. 8, s. 6; 2006, c. 3, s. 35.

Development plan.

58. Every year, the Société must have its development plan and that of its subsidiaries approved by the Government.

Form and tenor.

The Government shall determine the form and tenor of the development plan, as well as the time at which it must be filed.

1978, c. 42, s. 22; 1979, c. 44, s. 2.

Audit.

59. The books and accounts of the Société shall be audited annually, as well as every time the Government orders them audited, by such auditors as the Government may designate; the auditor's report must accompany the annual report of the Société.

1978, c. 42, s. 23; 1979, c. 44, s. 2.

Provisions not applicable.

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

1978, c. 42, s. 24; 1979, c. 44, s. 2.

Minister responsible.

61. The Minister of Natural Resources and Wildlife is responsible for the application of this Act.

1978, c. 42, s. 25; 1979, c. 44, s. 2; 1979, c. 81, s. 20; 1994, c. 13, s. 15; 2003, c. 8, s. 6; 2006, c. 3, s. 35.

62. (Omitted).

1978, c. 42, s. 26; 1979, c. 44, s. 2.

DIVISION VII 

This Division ceased to have effect on 17 April 1987.

63. (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 and regulations (chapter R-3), chapter 42 of the statutes of 1978, in force on 1 June 1979, is repealed effective from the coming into force of chapter S-18.2 of the Revised Statutes.