H-5 - Hydro-Québec Act

Full text
chapter H-5
Hydro-Québec Act
HYDRO-QUÉBECDecember 31 1977
DIVISION I
INTERPRETATIVE PROVISIONS
1. In this Act, unless the context indicates otherwise,
(1)  Company means Hydro-Québec;
(2)  Régie means the Régie de l’énergie;
(3)  Minister means the minister entrusted with the application of this Act by designation of the Government;
(4)  Power , or energy , means electricity, gas, steam and any other form of energy, hydraulic, thermic or other.
R. S. 1964, c. 86, s. 1; 1977, c. 5, s. 14; 1978, c. 41, s. 2; 1988, c. 23, s. 88; 1991, c. 74, s. 168; 1996, c. 61, s. 121; 1999, c. 40, s. 145.
2. The powers conferred upon the Company may be exercised from time to time, in whole or in part, as often as it may be deemed expedient to do so.
R. S. 1964, c. 86, s. 2; 1978, c. 41, s. 1; 1999, c. 40, s. 145.
DIVISION II
CONSTITUTION OF THE COMPANY
1978, c. 41, s. 1; 1999, c. 40, s. 145.
3. There shall be a legal person called the “Commission hydroélectrique du Québec” or, in abbreviated form, “HYDRO-QUÉBEC”.
As of 1 October 1978, the Company shall be designated under the name of “Hydro-Québec”, only.
R. S. 1964, c. 86, s. 3; 1977, c. 5, s. 14; 1978, c. 41, s. 3; 1999, c. 40, s. 145.
3.1. As of 19 December 1981, the Company shall continue to exist as a joint stock company.
1981, c. 18, s. 1; 1999, c. 40, s. 145.
3.2. The authorized capital of the Company is $5,000,000,000. It is divided into 50,000,000 shares of a par value of $100 each.
1981, c. 18, s. 1; 1999, c. 40, s. 145.
3.3. The shares of the Company are part of the domain of the State, and are allotted to the Minister of Finance.
1981, c. 18, s. 1; 1999, c. 40, s. 145.
3.4. The total of the reserves for amortization of capital invested, contingencies and rate stabilisation of the Company as of 31 December 1980, in the amount of $4,374,109,000, is allocated to the full payment of 43,741,090 shares of the Company.
1981, c. 18, s. 1; 1999, c. 40, s. 145.
3.5. The Government may, on such conditions as it may determine, authorize, from time to time, the Minister of Finance to pay, out of the Consolidated Revenue Fund, such additional number of shares as the Government may fix, up to the authorized capital of the Company.
1981, c. 18, s. 1; 1999, c. 40, s. 145.
4. The affairs of the Company shall be administered by a board of directors composed of not more than 16 members appointed by the Government for a term not exceeding five years and of the president and chief executive officer of the Company.
The members of the board are the directors of the Company within the meaning of the Companies Act (chapter C-38); however, they need not be shareholders.
R. S. 1964, c. 86, s. 4; 1969, c. 34, s. 1; 1978, c. 41, s. 4; 1983, c. 15, s. 2; 1995, c. 5, s. 1; 1999, c. 40, s. 145.
4.1. After their terms expire, the members of the board of directors remain in office until they are replaced or reappointed.
1983, c. 15, s. 2.
4.2. The Deputy Minister of Natural Resources shall be, ex officio, a member of the board of directors of the Company but shall not have the right to vote.
1988, c. 36, s. 1; 1994, c. 13, s. 15; 1999, c. 40, s. 145.
5. The Government shall appoint a chairman from among the members of the board of directors.
The chairman of the board shall preside at meetings of the board and see to its operations. He shall be responsible for relations between the Company and the Government and shall assume such other responsibilities as are assigned to him by the board of directors.
R. S. 1964, c. 86, s. 5; 1978, c. 41, s. 4; 1983, c. 15, s. 3; 1988, c. 36, s. 2; 1995, c. 5, s. 2; 1999, c. 40, s. 145.
6. (Repealed).
R. S. 1964, c. 86, s. 6; 1978, c. 41, s. 4; 1983, c. 15, s. 4.
7. A quorum of the board of directors is constituted by a majority of its members.
R. S. 1964, c. 86, s. 7; 1978, c. 41, s. 4; 1983, c. 15, s. 5.
8. The board of directors, with the approval of the Government, shall appoint for a term not exceeding five years a president and chief executive officer who shall hold that office on a full-time basis.
The president and chief executive officer shall be responsible for the administration and direction of the Company within the scope of its by-laws, and he shall assume such other responsibilities as are assigned to him by the board of directors.
If, six months after the expiry of the term of office being terminated, the board of directors has not proceeded with the appointment of the president and chief executive officer, the Government may, after notifying the board of directors, appoint a president and chief executive officer.
R. S. 1964, c. 86, s. 8; 1978, c. 41, s. 4; 1983, c. 15, s. 6; 1988, c. 36, s. 3; 1995, c. 5, s. 3; 1999, c. 40, s. 145.
9. The Government shall, where applicable, fix the salary, allowances, indemnities and other conditions of employment of the chairman of the board of directors and of the other members of the board of directors, which are paid out of the revenues of the Company.
R. S. 1964, c. 86, s. 9; 1978, c. 41, s. 4; 1983, c. 15, s. 7; 1988, c. 36, s. 4; 1995, c. 5, s. 4; 1999, c. 40, s. 145.
10. (Repealed).
R. S. 1964, c. 86, s. 10; 1978, c. 41, s. 4; 1983, c. 15, s. 8.
11. (Repealed).
R. S. 1964, c. 86, s. 11; 1978, c. 41, s. 4; 1983, c. 15, s. 8.
11.1. The head office of the Company shall be in the territory of Ville de Montréal.
1978, c. 41, s. 4; 1996, c. 2, s. 688; 1999, c. 40, s. 145.
11.2. In the case of absence, or inability to act of the chairman of the board of directors or a member of the board of directors, the Government may appoint a substitute, who then has the same powers as the person for whom he is substituted.
Until the appointment of a substitute under the preceding paragraph, the board of directors may appoint a member of the personnel of the Company to exercise all or part of the powers of the chairman of the board of directors.
1978, c. 41, s. 4; 1988, c. 36, s. 5; 1995, c. 5, s. 5; 1999, c. 40, s. 145.
11.2.1. The members of the board of directors may, if they all agree thereto, participate in a meeting of the board by any means of communication, such as the telephone, which permits all persons participating in the meeting to communicate orally with each other. The members are deemed in that case to have attended the meeting.
1993, c. 33, s. 1.
11.3. The minutes of the sittings of the board of directors approved by it are authentic; the same rule applies to copies or extracts certified true by an officer authorized thereto by by-law of the Company.
1978, c. 41, s. 4; 1983, c. 15, s. 9; 1999, c. 40, s. 145.
11.4. (Repealed).
1978, c. 41, s. 4; 1983, c. 15, s. 10.
11.5. By-laws of the Company, except those regarding matters contemplated in paragraph d of subsection 2 of section 185 of the Companies Act (chapter C-38), 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 to be confirmed by the shareholder.
1981, c. 18, s. 2; 1983, c. 15, s. 11; 1999, c. 40, s. 145.
12. (Repealed).
R. S. 1964, c. 86, s. 12; 1978, c. 41, s. 1; 1999, c. 40, s. 145.
13. The Company, for the purposes of this Act, is, and has been ever since 14 April 1944, a mandatary of the State.
R. S. 1964, c. 86, s. 13; 1978, c. 41, s. 1; 1999, c. 40, s. 145.
14. The Company shall have power to possess property, and such power shall be unlimited.
The property possessed by the Company is, and has been since 15 April 1944, the property of the State but the performance of the obligations of the Company may be levied on such property.
R. S. 1964, c. 86, s. 14; 1968, c. 35, s. 1; 1978, c. 41, s. 1; 1999, c. 40, s. 145.
15. The Company binds none but itself when it acts in its own name.
1968, c. 35, s. 2; 1978, c. 41, s. 1; 1999, c. 40, s. 145.
15.1. The dividends to be paid by the Company are declared once each year by the Government within thirty days after the transmission by the Company to the Government of the financial data relative to the distributable surplus. They are payable according to the terms and conditions determined by the Government. They cannot exceed, for a particular financial period, the distributable surplus as hereinafter established.
1981, c. 18, s. 3; 1999, c. 40, s. 145.
15.2. The distributable surplus for a particular financial period is equal to 75% of the total of the net operating income of the Company and of its net investment income for the same period, less the gross interest expenditure for the same period. Such income and expenditure are computed on the basis of the annual consolidated financial statements of the financial situation of the Company, according to generally accepted accounting principles.
However, no dividend may be declared in respect of a financial period if the payment thereof would result in a reduction of the rate of capitalization of the Company to less than 25% at the end of that period.
1981, c. 18, s. 3; 1999, c. 40, s. 145.
15.3. The gross interest expenditure is the sum of the interest on the long-term debt, the interest on bank indebtedness and notes payable, and the amortization of debenture discount and expenses of the Company.
1981, c. 18, s. 3; 1999, c. 40, s. 145.
15.4. The rate of capitalization at the end of a financial period is the ratio between the total amount of the paid-up capital of the Company and its accumulated surplus, less the dividend declared in respect of that period, and the total amount of its long-term debt, its paid-up capital and its accumulated surplus, less the dividend declared in respect of the same financial period.
1981, c. 18, s. 3; 1999, c. 40, s. 145.
15.5. For the establishment of the rate of capitalization of the Company at the end of a financial period, the long-term debt includes all liabilities of the Company for which the contract term is more than twelve months, less the sinking funds; it also includes all notes payable. Furthermore, every loan contracted in foreign currency must be considered by taking into account the exchange rate applicable according to generally accepted accounting principles.
1981, c. 18, s. 3; 1999, c. 40, s. 145.
15.6. On the expiry of the time prescribed in section 15.1, any distributable surplus or part thereof which has not been declared as a dividend is no longer distributable to the shareholder as a dividend.
1981, c. 18, s. 3.
15.7. The Company, at the request of the Government, shall make provisional payments for a total amount that may in no case exceed the lesser of the following amounts: the dividend declared for the preceding financial period, and the distributable surplus projected from time to time by the Company for the current financial period.
Should the total of the provisional payments made by the Company in respect of a financial period exceed the dividend declared for that financial period pursuant to section 15.1, the Minister of Finance shall repay the excess amount to the Company.
1981, c. 18, s. 3; 1999, c. 40, s. 145.
16. The Company shall not pay rent or dues to the Government or any tax or contribution under the Taxation Act (chapter I-3); the same applies to companies in which it holds at least ninety per cent of the shares.
However, the Company shall, for itself and for its subsidiaries, pay, on its consolidated capital, the capital tax provided for in Part IV of the Taxation Act.
1973, c. 19, s. 1; 1977, c. 5, s. 14; 1978, c. 41, s. 1; 1981, c. 18, s. 4; 1999, c. 40, s. 145.
17. The members of the board of directors cannot be sued by reason of official acts done in good faith in the exercise of their functions.
No extraordinary recourse contemplated in articles 834 to 850 of the Code of Civil Procedure (chapter C-25) may be exercised and no injunction may be granted against the Company or the members of its board of directors acting in their official capacity.
Article 33 of the Code of Civil Procedure does not apply to the Company.
R. S. 1964, c. 86, s. 15; 1969, c. 34, s. 2; 1978, c. 41, s. 5; 1999, c. 40, s. 145.
18. A judge of the Court of Appeal, upon motion, may annul summarily any writ, order or injunction issued or granted contrary to section 17.
R. S. 1964, c. 86, s. 16; 1969, c. 34, s. 2; 1974, c. 11, s. 2; 1979, c. 37, s. 43.
19. No member of the board of directors holding a full-time office with the Company or one of its subsidiaries may, under pain of forfeiture of his office, have any direct or indirect interest in an undertaking putting his personal interest in conflict with that of the Company. However, such forfeiture is not incurred if that interest devolves to him by succession or gift, provided that he renounces or disposes of it with all possible dispatch.
Every other member of the board of directors who has an interest in an undertaking must, on pain of forfeiture of his office, divulge such interest in writing to the chairman of the board, and abstain from participating in any decision pertaining to an undertaking in which he has an interest.
A member of the board of directors may hold the shares required to qualify him to be a director of a company of which the Company has acquired shares under section 39 or of Churchill Falls (Labrador) Company Limited.
R. S. 1964, c. 86, s. 17; 1969, c. 34, s. 3; 1978, c. 41, s. 6; 1999, c. 40, s. 145.
20. The Company shall make a detailed annual report of the property in its possession and of its operations, containing all information necessary to show the general state of its affairs. Such detailed report shall be submitted to the National Assembly by the Minister.
R. S. 1964, c. 86, s. 19; 1968, c. 9, s. 90; 1978, c. 41, s. 1; 1999, c. 40, s. 145.
21. The accounts of the Company shall be audited by such persons as the Government may deem fit to appoint. The remuneration of such persons shall be paid out of the revenues of the Company.
The auditors’ report shall accompany the annual report of the Company.
R. S. 1964, c. 86, s. 20; 1973, c. 19, s. 2; 1978, c. 41, s. 1; 1999, c. 40, s. 145.
21.1. The Company shall furnish the Minister with all such information as he may require on its activities or those of its subsidiaries.
1978, c. 41, s. 7; 1999, c. 40, s. 145.
21.2. Those provisions of Part II of the Companies Act (chapter C-38) which are not inconsistent with this Act apply to the Company, except sections 129, 130, 142, 159 to 162 and 190 to 196.
1981, c. 18, s. 5; 1983, c. 15, s. 12; 1999, c. 40, s. 145.
21.3. The Company shall establish a strategic plan in accordance with the form, tenor and periods fixed by the Government.
The strategic plan must be submitted to the Government for approval.
1983, c. 15, s. 13; 1996, c. 61, s. 122; 1999, c. 40, s. 145.
21.4. (Repealed).
1996, c. 46, s. 1; 1996, c. 61, s. 124.
DIVISION III
OBJECTS OF THE CORPORATION
1978, c. 41, s. 1; 1983, c. 15, s. 14.
22. The objects of the Company are to supply power and to pursue endeavours in energy-related research and promotion, energy conversion and conservation, and any field connected with or related to power or energy.
R. S. 1964, c. 86, s. 22; 1978, c. 41, s. 1; 1981, c. 18, s. 6; 1983, c. 15, s. 15; 1999, c. 40, s. 145.
22.0.1. The rates and the conditions for the supply of power shall be fixed by the Régie.
However, notwithstanding subparagraph 1 of the first paragraph of section 31 of the Act respecting the Régie de l’énergie (chapter R-6.01), the Government shall, in respect of a special contract determined by it for the supply of new or additional power to be billed of 10 MW or more, fix the rates and conditions upon which electric power is supplied by the Company to an industrial customer.
1983, c. 15, s. 15; 1996, c. 61, s. 123; 1999, c. 40, s. 145.
22.1. To attain its objects, the Company shall estimate, in particular, the needs of Québec in energy and the means of meeting them within the scope of the energy policies that the Government may otherwise establish.
The Company may implement energy conservation programs; to that end, it may grant technical or financial assistance.
1978, c. 41, s. 8; 1981, c. 18, s. 7; 1983, c. 15, s. 16; 1999, c. 40, s. 145.
23. The Company shall supply electric power to every municipality in whose territory it does not distribute such power, that wishes to distribute such power itself, and that complies with the Act respecting municipal and private electric power systems (chapter S-41), unless the Company is not at that time in a position to serve the territory economically.
It shall likewise, subject to the same proviso, in any territory wherein it does not distribute electric power, supply such power to any electricity cooperative applying to it therefor.
The Company shall supply all information required for consideration of the project to any municipality wishing to avail itself of the provisions of the first paragraph of this section.
R. S. 1964, c. 86, s. 23; 1978, c. 41, s. 1; 1983, c. 15, s. 17; 1988, c. 23, s. 89; 1996, c. 2, s. 689; 1999, c. 40, s. 145.
24. The Company shall maintain its power rates at a sufficient level to defray, at least,
(1)  all operating expenditures;
(2)  the interest on its debt;
(3)  the amortization of its fixed assets over a maximum period of fifty years.
R. S. 1964, c. 86, s. 24; 1973, c. 19, s. 4; 1977, c. 5, s. 14; 1978, c. 41, s. 1; 1979, c. 81, s. 21; 1981, c. 18, s. 8; 1983, c. 15, s. 18; 1999, c. 40, s. 145.
25. (Repealed).
R. S. 1964, c. 86, s. 25; 1973, c. 19, s. 5; 1977, c. 5, s. 14; 1978, c. 41, s. 1; 1979, c. 81, s. 22; 1981, c. 18, s. 9.
26. The decisions made by the Company under this division shall not be subject to revision by the Courts and no person may plead the provisions of this division against a tariff fixed by the Régie or by the Government or against any obligation contracted in favour of the Company.
R. S. 1964, c. 86, s. 26; 1978, c. 41, s. 1; 1996, c. 61, s. 125; 1999, c. 40, s. 145.
DIVISION IV
FINANCING OF THE CORPORATION
1978, c. 41, s. 1; 1993, c. 33, s. 2.
27. The Company may, with the authorization of the Government, borrow money and issue notes or bonds bearing interest at such rate as it may fix, payable at such time and place and in such manner as it may determine, either in Canadian currency or in any other currency, in Canada or elsewhere.
R. S. 1964, c. 86, s. 27; 1978, c. 41, s. 1; 1999, c. 40, s. 145.
27.1. The second paragraph of section 3 does not apply to certificates issued in replacement of notes, bonds, debentures and other negotiable instruments in respect of loans made before 1 October 1978.
1978, c. 41, s. 9.
27.2. The Company may also, with the authorization of the Government, provide for its financing by any other means and enter into any contract in that respect.
1993, c. 33, s. 3; 1999, c. 40, s. 145.
27.3. The authorizations referred to in sections 27 and 27.2 shall not, however, be required if the loan or financing of the Company is effected within the framework of a borrowing or financing plan authorized by the Government.
The maximum amount, the main characteristics and the limits applicable to the transactions under each borrowing or financing plan shall be approved by the Government. The par value, the other characteristics, the terms and the special conditions of each transaction shall be established by the Company.
The Company may authorize generally a person to conclude a borrowing or financing transaction under a plan referred to in the first paragraph, to establish the amounts and other characteristics of the transactions, and to agree to the terms and conditions relating to each of the transactions.
1993, c. 33, s. 3; 1999, c. 40, s. 145.
27.4. The Company may, for the purposes of this division, acquire any property. It may also, for those purposes, lease, convey, alienate or encumber any property other than an immovable intended for the production, transmission or distribution of energy.
1993, c. 33, s. 3; 1999, c. 40, s. 145.
28. The Government may, upon such conditions as it may fix, guarantee the payment in principal and interest of any loans effected by the Company under this Act.
The Government may also guarantee the performance of any obligation of the said Company for the payment of sums of money.
The Government may authorize the Minister of Finance to advance to the Company any sum deemed necessary for its operations, such advances bearing interest at the rate paid on the loans contracted by the Province for such purpose, as determined by the Government.
The funds required for advances or guarantees under this section shall be taken out of the Consolidated Revenue Fund.
R. S. 1964, c. 86, s. 28; 1978, c. 41, s. 1; 1999, c. 40, s. 145.
DIVISION V
SPECIAL POWERS OF THE CORPORATION
1978, c. 41, s. 1.
29. The Company may generate, acquire, sell, transmit and distribute power.
The Company may, for such purpose, construct, purchase or lease any immovables, constructions or apparatus required.
The Company may dispose of any by-products arising out of its operations and transform the same; it may manufacture all apparatus necessary for its purposes or for the utilization of power by itself or by other persons and deal in such apparatus.
The Company may acquire or lease any immovables required for establishing thereon plants, offices, stores or warehouses and it may lease any space in its immovables not required for its own purposes.
The Company may acquire, by transfer or license, patents of invention and may dispose of the same.
The Company may, for its purposes, acquire, lease, convey, alienate or encumber any movable property.
Nevertheless, the construction of immovables by the Company must first be authorized by the Government in such cases as it may determine.
The Company may convey any immovable by emphyteusis whenever required by its operations, or alienate any immovable no longer required for the pursuit of its operations.
The Company itself, or through a subsidiary constituted under the Companies Act (chapter C-38), alone or in association with other persons, may act as adviser in the fields of production, transmission and distribution of energy and provide services relating to its technical expertness and to the experience it has acquired in those fields, in connection with work or services intended to be carried out or utilized outside Québec.
R. S. 1964, c. 86, s. 29; 1978, c. 41, s. 1, s. 10; 1983, c. 15, s. 19; 1993, c. 33, s. 4; 1999, c. 40, s. 145.
30. The Company may place poles, wires, conduits or other apparatus on, across, over, under or along any public road, street, public square or watercourse, upon conditions fixed by agreement with the municipality concerned under a municipal by-law. Failing such agreement, the Régie, upon the application of the Company, shall fix such conditions, which shall become binding upon the parties.
Any agent of the Company may, at any reasonable time, enter upon any immoveable to install conduits, wires or other apparatus required for the supplying of power or to repair them and to do all work required for such purpose, subject to compensating any damage which may be caused.
R. S. 1964, c. 86, s. 30; 1975, c. 31, s. 4; 1977, c. 5, s. 14; 1978, c. 41, s. 1; 1988, c. 8, s. 86; 1996, c. 61, s. 127; 1999, c. 40, s. 145.
31. (1)  The conduits, wires, meters and other apparatus placed by the Company in any immovable cannot be seized by or against the owner of the immovable and do not form part of the immovable in which they are placed.
(2)  Where the Company has sold movable property and the price has not been paid, it may exercise the right to revendicate the property subject only to the condition that the property can be identified, notwithstanding article 1741 of the Civil Code.
(3)  The property in the possession of the Company is imprescriptible in the same way as the property of the domain of the State. This provision does not apply to debts owing to the Company or for which it is liable, which are subject to the ordinary provisions of law.
(4)  The Company shall have a legal hypothec for the price of power supplied for the carrying on of an industrial or commercial enterprise.
The legal hypothec affects the debtor’s property designated in the notice of registration and used for the carrying on of the enterprise.
R. S. 1964, c. 86, s. 31; 1978, c. 41, s. 1; 1983, c. 15, s. 20; 1992, c. 57, s. 588; 1999, c. 40, s. 145.
32. The Minister of Natural Resources or the Minister of the Environment and Wildlife, each according to his competence, may, with the authorization of the Government and on the conditions it may fix, place at the disposal of the Company, for purposes of development, any immovables or water powers forming part of the domain of the State and required for the objects of the Company.
R. S. 1964, c. 86, s. 32; 1973, c. 19, s. 6; 1978, c. 41, s. 1; 1979, c. 81, s. 23; 1983, c. 15, s. 21; 1994, c. 13, s. 15; 1994, c. 17, s. 75; 1999, c. 40, s. 145.
33. With the authorization of the Government, the Company may:
(1)  (subparagraph repealed);
(2)  sell its distribution system of manufactured gas, with the lands, constructions, works, servitudes and other property and rights related thereto, and agree, as shareholder of Montreal Coke & Manufacturing Company and of Keystone Transports Limited, to the sale of the respective assets of these companies;
(3)  acquire by expropriation:
(a)  any undeveloped waterpower;
(b)  any immovable, servitude or construction required for the exploitation of waterpowers held by the Company or for the generation, transmission or distribution of power;
(c)  any immovable required for the building of roads to give access to the Company’s plants or to replace roads rendered unserviceable by its works.
The authorization of Parliament is required for the expropriation of a developed waterpower of more than two hundred horsepower and of immovables required for its operation and for the generation, transmission or distribution of power so developed.
R. S. 1964, c. 86, s. 33; 1965 (1st sess.), c. 33, s. 1; 1978, c. 41, s. 1, s. 11; 1999, c. 40, s. 145.
34. When a portion only of an immovable is required, the Government may authorize the Company to expropriate it in its entirety and the Company may then dispose of the portion which it does not need.
R. S. 1964, c. 86, s. 34; 1978, c. 41, s. 1; 1999, c. 40, s. 145.
35. The powers of expropriation granted to the Company may be exercised in view of proposed work and before the execution of such work is authorized.
R. S. 1964, c. 86, s. 35; 1978, c. 41, s. 1; 1999, c. 40, s. 145.
36. The Company may, with the authorization of the Government, purchase or lease or otherwise acquire any waterpowers, immovables or real rights situated partly in Québec and partly in a neighbouring province, or entirely situated in an adjoining province but in the immediate vicinity of the boundary separating Québec from the adjoining province and perform therein all works such as those authorized by this division, and for such purpose make any contract deemed expedient.
R. S. 1964, c. 86, s. 36; 1978, c. 41, s. 1; 1999, c. 40, s. 145.
37. As regards work in navigable rivers, the Company may, with the authorization of the Government, enter into any agreement with the Government of Canada deemed expedient and observe any formality deemed necessary.
R. S. 1964, c. 86, s. 37; 1978, c. 41, s. 1; 1999, c. 40, s. 145.
38. The powers of expropriation conferred by this Act may be exercised with regard to any immovable even though it be devoted to a public use and be not even liable to expropriation by reason of some general law or special Act other than chapter 20 of the statutes of 1943.
R. S. 1964, c. 86, s. 38.
39. In no case may the Company, without the authorization of the Government, acquire or hold over 50% of the shares of another legal person or a sufficient percentage of them to elect the majority of the directors of the other legal person.
In no case where the Company acquires or holds either described percentage of the shares of another legal person may that other legal person itself, without the authorization of the Government, acquire or hold either such percentage of the shares of a third legal person.
The second paragraph does not apply to a legal person in which the Company holds shares on 26 April 1983.
R. S. 1964, c. 86, s. 40; 1978, c. 41, s. 1; 1983, c. 15, s. 22; 1999, c. 40, s. 145.
DIVISION V.1
SOCIÉTÉ D’ÉNERGIE DE LA BAIE JAMES
1978, c. 41, s. 12.
39.1. The Société d’énergie de la Baie James, a company constituted by letters patent issued by the Lieutenant-Governor in virtue of section 21 of the James Bay Region Development Act (chapter D-8), and hereinafter called “the company”, has, as its object, the pursuit, on behalf of the Company, of hydro-electric resources development works in the basin of the La Grande river and in the adjoining basins for Phase I of the Complexe La Grande, that is, the laying out of the sites of the LG2, LG3 and LG4 stations and the diversion works of the Caniapiscau, Eastmain, Opinaca and Petite Opinaca rivers.
Its objects are also those conferred on it by its letters patent; such letters patent may be amended by supplementary letters patent granted under Part I of the Companies Act (chapter C-38).
1978, c. 41, s. 12; 1983, c. 15, s. 23; 1999, c. 40, s. 145.
39.2. All the shares issued by the company are held by the Company, which has the exercise of all the rights attached to them.
1978, c. 41, s. 12; 1983, c. 15, s. 24; 1999, c. 40, s. 145.
39.3. The company has the powers of a company constituted under Part I of the Companies Act (chapter C-38) and is governed by that Part except where inconsistent with this Act.
1978, c. 41, s. 12; 1999, c. 40, s. 145.
39.4. (Repealed).
1978, c. 41, s. 12; 1983, c. 15, s. 25.
39.5. The affairs of the company are administered by a board of directors composed of not more than nine members appointed by the Company for a term not exceeding two years.
The members of the board are the directors of the company within the meaning of the Companies Act (chapter C-38); however, they need not be shareholders.
1978, c. 41, s. 12; 1983, c. 15, s. 26; 1999, c. 40, s. 145.
39.5.1. On the expiration of their terms, the directors remain in office until they are replaced or reappointed.
1983, c. 15, s. 26.
39.6. (Repealed).
1978, c. 41, s. 12; 1983, c. 15, s. 27.
39.7. (Repealed).
1978, c. 41, s. 12; 1983, c. 15, s. 27.
39.8. The operations of the company in the territory described in the schedule to the James Bay Region Development Act (chapter D-8) are not governed by the Watercourses Act (chapter R-13) or the Transport Act (chapter T-12).
1978, c. 41, s. 12; 1983, c. 15, s. 28; 1988, c. 23, s. 90; 1988, c. 8, s. 87; 1997, c. 83, s. 44.
39.9. (Repealed).
1978, c. 41, s. 12; 1983, c. 15, s. 29.
39.10. Sections 17 to 19 apply, with the necessary modifications, to the company and to the members of its board of directors.
1978, c. 41, s. 12; 1983, c. 15, s. 30.
39.11. The assets acquired by the Société d’énergie de la Baie James in the territory described in the schedule to the James Bay Region Development Act (chapter D-8) for the development of hydro-electric resources in the basin of the La Grande river and in parts of the adjoining basins for the Complexe La Grande are transferred to Hydro-Québec on the dates and on the terms and conditions established by agreement between the two legal persons.
1978, c. 41, s. 27 (part); 1999, c. 40, s. 145.
39.12. The company may also enter into any agreement with the Régie des installations olympiques for the completion of the immovable known as the “Stade olympique de Montréal”.
1980, c. 36, s. 1.
DIVISION VI
TAXATION
40. The Company shall pay all municipal and school taxes imposed on the immovable property which it possesses, except power-houses and dams.
Subject to the second paragraph of section 16, it shall not be subject to any other impost.
The Company may, nevertheless, notwithstanding any legislative provision to the contrary, enter into agreements with municipalities and with school boards, for the payment of fixed sums of money in lieu of all taxes, contributions, assessments and dues for municipal services, whatever may be the nature of such taxes, contributions, assessments and dues.
The agreements made and the decisions taken for such purposes by the Company and by such municipalities and school boards between 1 January 1945 and 1 April 1946 are declared valid and shall take effect as from 1 January 1945.
The agreements made after 1 April 1946 in virtue of the first paragraph of this section shall come into force as soon as approved by the Government.
R. S. 1964, c. 86, s. 41; 1978, c. 41, s. 1; 1981, c. 18, s. 10; 1988, c. 84, s. 619; 1996, c. 2, s. 690; 1999, c. 40, s. 145.
DIVISION VII
Repealed, 1996, c. 2, s. 691.
1996, c. 2, s. 691.
41. (Repealed).
R. S. 1964, c. 86, s. 43; 1978, c. 41, s. 1; 1996, c. 2, s. 691.
42. (Repealed).
R. S. 1964, c. 86, s. 44; 1978, c. 41, s. 1; 1996, c. 2, s. 691.
43. (Repealed).
R. S. 1964, c. 86, s. 45; 1978, c. 41, s. 1; 1996, c. 2, s. 691.
44. (Repealed).
R. S. 1964, c. 86, s. 46; 1978, c. 41, s. 1; 1996, c. 2, s. 691.
45. (Repealed).
R. S. 1964, c. 86, s. 47; 1978, c. 41, s. 1; 1996, c. 2, s. 691.
DIVISION VIII
SPECIAL PROVISIONS
46. (Repealed).
R. S. 1964, c. 86, s. 48; 1978, c. 41, s. 1; 1988, c. 23, s. 91.
47. The Act respecting the Service des achats du gouvernement (chapter S-4) shall not apply to the Company.
R. S. 1964, c. 86, s. 49; 1978, c. 41, s. 1; 1999, c. 40, s. 145.
48. The Company may avail itself of the provisions of sections 26, 27, 28, 29 and 32 of chapter 66 of the Statutes of Québec, 1897-1898.
It may also take advantage of the provisions of sections 16, 18 and 19 of the Act 12 Victoria, chapter 183 (Provincial Statutes of Canada) and of section 20 of the said Act as amended by section 8 of chapter 61 the Statutes of Québec, 1872.
R. S. 1964, c. 86, s. 50; 1978, c. 41, s. 1; 1999, c. 40, s. 145.
Statutes of Québec, 1897-1898, chapter 66; An Act to amend and consolidate the act incorporating the Royal Electric Company (…)
— section 26: penalty for making illegal connections to the electric system or illegally altering meters or other appliances;
— section 27: suspension of service if rent not paid;
— section 28: access to premises for disconnection purposes;
— section 29: contracts may vary sections 27 and 28;
— section 32: recovery of penalties.
Provincial Statutes of Canada (1849), 12 Victoria, chapter 183; An Act to amend the Act incorporating the New City Gas Company of Montreal, and to extend the powers of the said Company
— section 16: penalty for damage or alteration to gas meters or other appliances;
— section 18: recovery of damage caused by carelessness or accident; recovery of amount representing the excess of gas obtained without entitlement;
— section 19: penalty for making illegal connections to the gas system;
— section 20: suspension of service if rent not paid; access to premises.
48.1. The operations of the Company in the territory described in the schedule to the James Bay Region Development Act (chapter D-8) are not governed by the Watercourses Act (chapter R-13) or the Transport Act (chapter T-12).
1983, c. 15, s. 31; 1988, c. 23, s. 92; 1988, c. 8, s. 88; 1997, c. 83, s. 44; 1999, c. 40, s. 145.
DIVISION IX
RETIREMENT PLAN
49. The Company is authorized to establish by by-law a retirement plan for its members appointed after 30 June 1973 and its employees, including benefits in case of disability or death, and to adopt all provisions deemed necessary for such purpose.
It may determine the pension and benefits payable to its employees or to third parties, the terms of payment of the said pensions and benefits, the rate of contribution of the Company and that of its employees and the other conditions of entitlement to such pensions and benefits.
The by-laws may determine
(1)  that only a member, a beneficiary or the mandatary of either may make an application for communication or correction of information contained in the retirement plan;
(2)  the mode and frequency of applications for communication and correction of such information;
(3)  the time allowed the person in charge of access to documents to follow up such an application.
This section applies notwithstanding sections 83, 94 and 98 of the Act respecting Access to documents held by public bodies and the Protection of personal information (chapter A-2.1).
1965 (1st sess.), c. 33, s. 3; 1977, c. 22, s. 56; 1978, c. 41, s. 1; 1987, c. 68, s. 79; 1999, c. 40, s. 145.
49.1. The board of directors may, by by-law, amend the retirement plan to grant the members of the Commission hydro-électrique de Québec appointed between 30 June 1973 and 1 October 1978 who cease to participate in the retirement plan the option of an immediate or of a deferred retirement pension, together with the other benefits provided for in that retirement plan.
1978, c. 41, s. 13.
50. The Company may make by-laws to provide, on such conditions as it determines therein, for the membership in such plan of the employees of companies of which it holds 90% of the shares, whether they enter the employ of the Company or remain in the employ of one of such companies.
For such purpose, and for all other purposes of its retirement plan, the Company may make agreements with:
(a)  each of such companies;
(b)  the companies or associations which insure the retirement plans of such companies or of electricity cooperatives whose property it has acquired;
(c)  the trustees administering the retirement funds of such companies;
(d)  the government of Canada with respect to Government Annuities.
1965 (1st sess.), c. 33, s. 3; 1978, c. 41, s. 1; 1999, c. 40, s. 145.
51. The retirement fund shall be constituted and maintained by the following contributions and amounts:
(a)  a contribution by each member and a contribution by his employer;
(b)  the assets accumulated under amended by-law number 12 of Hydro-Québec in virtue of the Act to assure pensions to the employees of Hydro-Québec and under this Act;
(c)  the retirement fund handed over to the Company by Montreal Trust Company, under paragraph 10 of section 4 of the Act to establish the Québec Hydro-Electric Commission (1944, chapter 22);
(d)  any retirement fund which may be handed over to the retirement fund of Hydro-Québec pursuant to an agreement.
Should the fund so constituted be or become insufficient to meet the pensions and benefits provided for, the Company shall make good the deficit by one or more special contributions the terms of which it determines.
1965 (1st sess.), c. 33, s. 3; 1978, c. 41, s. 1; 1999, c. 40, s. 145.
52. Out of the fund so constituted, the Company shall:
(a)  continue to pay the retirement pensions granted by Montreal Light, Heat & Power Consolidated before 15 April 1944 or by the Company after such date in virtue of article 17 of the by-laws of the said company;
(b)  pay the pensions and benefits payable under the retirement plan of a company or electricity cooperative respecting which it has made an agreement for the handing over of the fund of such plan;
(c)  pay the pensions and benefits payable under by-law number 12 or a new by-law.
1965 (1st sess.), c. 33, s. 3; 1978, c. 41, s. 1; 1999, c. 40, s. 145.
53. The administration of the pension plan of the Company shall be entrusted to a committee called the Comité de retraite d’Hydro-Québec.
The composition and powers of such committee shall be determined by by-law.
However, the Company alone shall have, as trustee, the management of the retirement fund.
1965 (1st sess.), c. 33, s. 3; 1977, c. 5, s. 14; 1978, c. 41, s. 1; 1999, c. 40, s. 145.
54. The assets of the retirement fund shall be invested in accordance with the Supplemental Pension Plans Act (chapter R-15.1).
1965 (1st sess.), c. 33, s. 3; 1989, c. 38, s. 319.
55. Every by-law passed under this division shall be subject to the Supplemental Pension Plans Act (chapter R-15.1) and shall not come into force until approved by the Government.
1965 (1st sess.), c. 33, s. 3; 1989, c. 38, s. 319.
56. No pension benefit, other benefit or right of refund resulting from this division shall be capable of assignment or alienation.
1965 (1st sess.), c. 33, s. 3.
57. No provision of any by-law passed under this division, or amendment of the retirement plan of any company of which the Company has acquired 90% of the shares or of any electricity cooperative whose property it has acquired, shall reduce the pension credits of any member in respect of remuneration and service or membership in the plan prior to 1 January 1966, except, in respect of each plan, with the consent of two-thirds of the members of the plan.
1965 (1st sess.), c. 33, s. 3; 1978, c. 41, s. 1; 1999, c. 40, s. 145.
58. No amendment of the retirement plan of a company or electricity cooperative shall reduce the pension credits of any member in respect of remuneration and service or membership in the plan prior to the date of acquisition of the shares of the company or of the assets of the electricity cooperative, except with the consent of two-thirds of the members of the plan.
1965 (1st sess.), c. 33, s. 3.
59. In this division, the expression “pension credit” means the value at a particular time of the pension and other benefits provided under a retirement plan to which a member of the plan has become entitled.
1965 (1st sess.), c. 33, s. 3.
60. The Company may make an agreement with any government, legal person, association or body having a retirement plan, to facilitate reciprocal transfers of their employees and to determine the terms and conditions of such transfers for purposes of retirement.
1965 (1st sess.), c. 33, s. 3; 1977, c. 5, s. 14; 1978, c. 41, s. 1; 1983, c. 15, s. 32; 1999, c. 40, s. 145.
61. Amended by-law number 12 passed under the Act to assure pensions to the employees of Hydro-Québec shall be deemed a by-law under this division.
1965 (1st sess.), c. 33, s. 3.
62. The Minister is responsible for the application of this Act.
1978, c. 41, s. 14.
The Minister of Energy and Natural Resources is responsible for the application of this Act. Order in Council 1290-2018 dated 18 October 2018, (2018) 150 G.O. 2 (French), 7384.
DIVISION X
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 (chapter R-3), chapter 86 of the Revised Statutes, 1964, in force on 31 December 1977, is repealed, except sections 37a and 37b, effective from the coming into force of chapter H-5 of the Revised Statutes.