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Excerpt from the Civil Code of Québec
OBLIGATIONS AND DISQUALIFICATION OF DIRECTORS
321. A director is considered to be the mandatary of the legal
person. He shall, in the performance of his duties, conform to the obligations imposed on him by
law, the constituting act or the by-laws and he shall act within the limits of the powers conferred on
him.
1991, c. 64, a. 321.
322. A director shall act with prudence and diligence.
He shall also act with honesty and loyalty in the interest of the legal
person.
1991, c. 64, a. 322; 2002, c. 19, s. 15.
323. No director may mingle the property of the legal person with his own property nor may he use for his own profit or that of a third person any property of the legal person or any information he obtains by reason of his
duties, unless he is authorized to do so by the members of the legal
person.
1991, c. 64, a. 323.
324. A director shall avoid placing himself in any situation where his personal interest would be in conflict with his obligations as a
director.
A director shall declare to the legal person any interest he has in an enterprise or association that may place him in a situation of conflict of interest and of any right he may set up against
it, indicating their nature and value, where applicable. The declaration of interest is recorded in the minutes of the proceedings of the board of directors or the
equivalent.
1991, c. 64, a. 324.
325. A director may, even in carrying on his duties, acquire, directly or
indirectly, rights in the property under his administration or enter into contracts with the legal
person.
The director shall immediately inform the legal person of any acquisition or contract described in the first
paragraph, indicating the nature and value of the rights he is
acquiring, and request that the fact be recorded in the minutes of proceedings of the board of directors or the
equivalent. He shall abstain, except if required, from the discussion and voting on the question. This rule does not,
however, apply to matters concerning the remuneration or conditions of employment of the
director.
1991, c. 64, a. 325.
326. Where the director of a legal person fails to give information correctly and immediately of an acquisition or a
contract, the court, on the application of the legal person or a
member, may, among other measures, annul the act or order the director to render account and to remit the profit or benefit realized to the legal
person.
The action may be brought only within one year after knowledge is gained of the acquisition or
contract.
1991, c. 64, a. 326.
327. Minors, persons of full age under tutorship or curatorship, bankrupts and persons prohibited by the court from holding such office are disqualified for office as
directors.
However, minors and persons of full age under tutorship may be directors of associations constituted as legal persons that do not aim to make pecuniary profits and whose objects concern
them.
1991, c. 64, a. 327.
328. The acts of a director or senior officer may not be annulled on the sole ground that he was disqualified or that his designation was
irregular.
1991, c. 64, a. 328.
329. The court, on the application of an interested person, may prohibit a person from holding office as a director of a legal person if the person has been found guilty of an indictable offence involving fraud or dishonesty in a matter related to legal
persons, or who has repeatedly violated the Acts relating to legal persons or failed to fulfil his obligations as a
director.
1991, c. 64, a. 329.
330. No prohibition may extend beyond five years from the latest act
charged.
The court may lift the prohibition under the conditions it sees fit, on the application of the person concerned by the prohibition.
1991, c. 64, a. 330.
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