S-39 - Stock-breeding Syndicates Act

Full text
chapter S-39
Stock-breeding Syndicates Act
STOCK-BREEDING SYNDICATESDecember 9 1997December 9 1997
Repealed, 1997, c. 70, s. 1.
1997, c. 70, s. 1.
1. The Minister of Agriculture, Fisheries and Food shall have charge of the carrying out of this Act.
R. S. 1964, c. 115, s. 1; 1973, c. 22, s. 22; 1979, c. 77, s. 21.
2. Societies may be formed, in virtue of this Act, under the name of “stock-breeding syndicates”.
R. S. 1964, c. 115, s. 2.
3. Every syndicate shall be in the nature of a joint stock company, the liability of its members or shareholders being limited to the amount of their respective shares.
R. S. 1964, c. 115, s. 3.
3.1. The name of a syndicate shall be in conformity with section 1.1 of the Agricultural Societies Act (chapter S-25).
1993, c. 48, s. 500.
4. The syndicate shall be called “The .............. Stock-breeding Syndicate”, inserting therein the title its founders may select.
R. S. 1964, c. 115, s. 4; 1993, c. 48, s. 501.
5. The object of the syndicate shall be the breeding and improvement of farm stock; it may purchase, hire, breed and sell thoroughbred stock, grant premiums for the keeping of brood animals on the conditions prescribed by the board of directors, and purchase all products and implements connected with the breeding, feeding and health of livestock.
R. S. 1964, c. 115, s. 5.
6. Any farmers’ club or agricultural society may, with the permission of the Minister of Agriculture, Fisheries and Food, hold shares in such syndicate.
R. S. 1964, c. 115, s. 6; 1973, c. 22, s. 22; 1979, c. 77, s. 21.
7. At least 10 associates shall be required to form a syndicate under this Act.
R. S. 1964, c. 115, s. 7.
8. The amount of each share shall be $10, payable in yearly instalments of $2, the first on the day when the shareholder’s name is registered, and the others from year to year on the same date. Any shareholder may pay the full amount of his shares in advance.
R. S. 1964, c. 115, s. 8.
9. The capital of a syndicate shall be variable.
R. S. 1964, c. 115, s. 9.
10. The shares shall be in the name of the shareholder and shall be transferable on fulfilment of the formalities prescribed by the by-laws of the syndicate.
R. S. 1964, c. 115, s. 10.
11. The syndicate shall be constitued by a memorandum in accordance with form 1, signed in duplicate by the founders in the presence of two witnesses. One of the duplicates shall be transmitted to the Minister of Agriculture, Fisheries and Food, who, if he deems it advisable to authorize the formation of such syndicate, shall transmit a notice of the formation of the syndicate indicating the name of the syndicate and the address of its head office to the Inspector General of Financial Institutions, who shall deposit the notice in the register instituted under the Act respecting the legal publicity of sole proprietorships, partnerships and legal persons (chapter P-45).
R. S. 1964, c. 115, s. 11; 1973, c. 22, s. 22; 1979, c. 77, s. 21; 1993, c. 48, s. 502.
11.1. The Minister shall refuse to authorize the formation of a stock-breeding syndicate where the memorandum of the stock-breeding syndicate contains a name not in conformity with any of paragraphs 1 to 6 of section 1.1 of the Agricultural Societies Act (chapter S-25) or not in conformity with section 4 of this Act.
1993, c. 48, s. 503.
12. The syndicate shall consist of the persons who have signed the memorandum mentioned in section 11, and of all those who may afterwards take shares in such syndicate.
R. S. 1964, c. 115, s. 12.
13. From the date of deposit in the register of the aforementioned notice, the syndicate shall become a corporation under the name given to it in such notice.
The Minister may, with the consent of the board of directors, change the name of the syndicate by a notice transmitted to the Inspector General and deposited by him in the register.
The syndicate may acquire and hold lands which it may sell, lease or otherwise dispose of; but it may not hold more than 203 ha at any one time.
R. S. 1964, c. 115, s. 13; 1984, c. 47, s. 213; 1993, c. 48, s. 504.
13.1. The remedies provided for in section 72.1 of the Agricultural Societies Act (chapter S-25), adapted as required, may be exercised in respect of the name of a syndicate.
1993, c. 48, s. 505.
14. Any syndicate may have registered thoroughbred stock belonging to it sold, by auction or otherwise, by any person, whether licensed or not, and without payment of duty and on such conditions as may be determined by the board of directors.
R. S. 1964, c. 115, s. 14.
15. The syndicate shall keep, for breeding purposes, only registered thoroughbred stock, free from hereditary defects.
R. S. 1964, c. 115, s. 15.
16. The syndicate may receive premiums from agricultural societies and farmers’ clubs for the use of breeding stock on conditions to be determined in writing by the boards of directors of such corporations.
R. S. 1964, c. 115, s. 16.
17. The affairs of the syndicate shall be managed by a board of five directors.
Three shall constitute a quorum.
The directors shall hold office during the year immediately following the annual meeting and until the election of their successors. They shall be eligible for re-election.
They shall hold their meetings according to adjournment or to a notice given to them in writing by order of the president, or, in his absence, of the vice-president or of two members of the boards of directors, three days at least before the day fixed for the holding of such meetings. Such notice may be given by registered or certified letter addressed to each director and deposited in the post-office of the locality where the place of business of the syndicate is situated, at least three days before the meeting.
The directors may, at any meeting, pass by-laws for the government of the syndicate, and amend or repeal the same, provided such by-laws do not conflict with those adopted at the general meetings of the shareholders of the syndicate.
R. S. 1964, c. 115, s. 17; 1975, c. 83, s. 84.
18. (1)  In accordance with the provisions of this Act and of the by-laws of the syndicate, the board of directors shall administer all things connected with the interests of the syndicate, and, in particular, it may:
(a)  Determine the particular terms of every contract, taking special care that the interests of the syndicate are protected;
(b)  Borrow money;
(c)  Acquire movables, livestock and immovables, and resell the same;
(d)  Authorize all legal and judicial proceedings.
(2)  The total amount of the sums borrowed by a syndicate shall never exceed the amount of the subscribed shares.
R. S. 1964, c. 115, s. 18.
19. The board of management shall choose a president and vice-president from among its members annually, at the first meeting following the annual general meeting.
The president and vice-president of the board of directors shall, at the same time, be president and vice-president of the syndicate.
The board of directors shall appoint a secretary-treasurer and an auditor, and fix their remuneration.
R. S. 1964, c. 115, s. 19.
20. The president or, failing him, the vice-president, of an agricultural society or farmer’s club holding shares in the syndicate, may represent such association at the general meetings of the shareholders of the syndicate and vote in the name of the association he represents.
R. S. 1964, c. 115, s. 20.
21. The services of the members of the board of directors shall be gratuitous.
R. S. 1964, c. 115, s. 21.
22. In the event of a vacancy in the board of directors, the remaining members shall elect a director to fill such vacancy for the remainder of the term.
R. S. 1964, c. 115, s. 22.
23. Any director of a farmers’ club or of an agricultural society holding shares in the syndicate may be appointed a director of the syndicate, and may continue to hold office as such until the election of his successor, even if he cease to be a director of such farmers’ club or agricultural society.
R. S. 1964, c. 115, s. 23.
24. (1)  The general meeting shall consist of all the shareholders and shall appoint the directors and an auditor.
A general meeting shall be held every year on the second Wednesday of January, at 10:00 a.m., at a place to be indicated by the directors.
The first meeting may be called at any time by two shareholders, by depositing in the post-office of the locality where the syndicate’s place of business is situated a notice in a sealed and registered or certified envelope addressed to each shareholder, at least eight days before the said meeting. The first directors and an auditor shall be chosen at this meeting.
(2)  General meetings shall afterwards be called by the president, or failing him, by the vice-president, by means of a notice contained in a registered or certified letter addressed to each shareholder and mailed at least eight days beforehand.
R. S. 1964, c. 115, s. 24; 1975, c. 83, s. 84.
25. All questions at the general meeting shall be decided by the majority of votes; and when the votes are evenly divided, the president shall have a casting vote. Shareholders shall have one vote per share.
The general meeting may pass by-laws for the general management of the syndicate and all other necessary by-laws not contrary to the laws of Québec.
R. S. 1964, c. 115, s. 25.
26. The accounts of the syndicate shall be kept by the secretary-treasurer under the control of the board of directors, and audited by the auditor.
The accounts of the syndicate shall be closed every year on 31 December.
After the close of the fiscal year and during the first week of January, a statement of the syndicate’s affairs shall be drawn up in duplicate by the secretary-treasurer, duly attested, and one of the duplicates shall be sent to the Minister.
R. S. 1964, c. 115, s. 26.
27. Such statement shall be approved by the auditor, and contain:
(1)  The list of the members on 31 December, the number of shares subscribed and the amount paid by each shareholder;
(2)  A summary statement of the assets and liabilities of the syndicate;
(3)  A statement of the year’s operations, with an indication of the profits and losses;
(4)  All other information required for the purpose by the by-laws of the syndicate.
R. S. 1964, c. 115, s. 27.
28. The general meeting, taking such statement as a basis, shall determine the amount of the dividends which it shall declare.
The syndicate may have a reserve fund equal to the subscribed capital. So long as the syndicate does not have such reserve fund, the total amount of dividends declared yearly shall not exceed 6 % on the paid-up capital.
R. S. 1964, c. 115, s. 28.
29. Every contract, note, cheque, order or document binding the syndicate shall be signed by the president or vice-president, and by the secretary-treasurer duly authorized by the board of directors.
R. S. 1964, c. 115, s. 29.
30. The property of the syndicate shall be exempt from all government taxes.
R. S. 1964, c. 115, s. 30.
31. If a syndicate cease for two years to own stock for breeding purposes and to comply with the requirements of this Act, the Minister may, on application of the board of directors, declare it dissolved, realize its property, use the proceeds to pay the debts of the syndicate and divide the net assets between the members in proportion to the shares subscribed and paid up.
Where a syndicate is dissolved by the Minister, the Minister shall transmit a notice of dissolution to the Inspector General, who shall deposit it in the register.
R. S. 1964, c. 115, s. 31; 1993, c. 48, s. 506.
32. The secretary-treasurer of every syndicate shall be responsible to the syndicate for all the moneys received by him as such, and he shall give security to the amount fixed by the board of management, to the satisfaction of the president and vice-president of such syndicate.
The security shall be renewed whenever required by the syndicate, and may be according to form 4.
R. S. 1964, c. 115, s. 32.
33. (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.
1
(Section 11)

Memorandum of Association

The undersigned declare that they have become members of a
stock-breeding syndicate, with limited liability, under the name
of “The ........................................ Stock-breeding
Syndicate”, with its principal place of business at the
following address:..........................................,
and that they subscribe the amount of capital respectively
indicated opposite their names.
Dated at ............................., this ................
....................... day of ......................, 19.....

===============================================================
. . . . Number of
Witnesses . Names in full . Occupation . Residence . shares of
. . . . $10.00
-----------.---------------.------------.-----------.----------
. . . .
. . . .
. . . .
. . . .
---------------------------------------------------------------
R. S. 1964, c. 115, form 1; 1993, c. 48, s. 507; 1996, c. 2, s. 942.
2Repealed.
R. S. 1964, c. 115, form 2; 1973, c. 22, s. 22; 1979, c. 77, s. 21; 1993, c. 48, s. 508.
3Repealed.
R. S. 1964, c. 115, form 3; 1993, c. 48, s. 508.
4
(Section 32)

Surety Bond of Secretary-Treasurer
PROVINCE OF QUÉBEC

We, .............., residing in the .............. of .............., and .............., residing in .............. bondsmen of .............., secretary-treasurer of The .............. Stock-breeding Syndicate, respectively acknowledge ourselves to be indebted to The .............. Stock-breeding Syndicate, hereof accepting through its president and vice-president, in the sum of .............. dollars for the use and profit of the said syndicate.
And by these presents we do bind ourselves, jointly and severally, our heirs and successors, one of us for the whole, without division or discussion, to the faithful and complete payment of the above mentioned sum in accordance with section 32 of the Stock-breeding Syndicates Act (Revised Statutes of Québec, chapter S-39).
The present surety bond is made subject to the following conditions, viz:
In case the said .............. should well and truly fulfill all the duties and obligations imposed on him in his capacity as secretary-treasurer of The .............. Stock-breeding Syndicate, and should apply the moneys in his hands for the purposes and in the manner indicated by the board of directors of the syndicate and according to law, and should render a faithful and honest account of the said moneys and of his operations as such secretary-treasurer—then and in such case the present surety bond shall be void and of no effect; but in the contrary case, it shall remain valid and binding for the purposes of section 32 of the Stock-breeding Syndicates Act (Revised Statutes of Québec, chapter S-39).
Done and signed at .............., this .............. day of the month of .............., 19 ..............

(Signature of Bondsmen)

Accepted by

President of The .............. Stock-breeding Syndicate.
(Signature)

Vice-President of The .............. Stock-breeding Syndicate.
(Signature)
R. S. 1964, c. 115, form 4; 1996, c. 2, s. 943.
REPEAL SCHEDULE

In accordance with section 17 of the Act respecting the consolidation of the statutes (chapter R-3), chapter 115 of the Revised Statutes, 1964, in force on 31 December 1977, is repealed effective from the coming into force of chapter S-39 of the Revised Statutes.