15. Infrastructure Québec is administered by a board of directors composed of the chief executive officer of Infrastructure Québec and eight other members appointed by the Government, five of whom are from public bodies and three of whom, including an engineer appointed after consultation with the Ordre des ingénieurs du Québec and an architect appointed after consultation with the Ordre des architectes du Québec, are from the private sector.
2009, c. 53, s. 15.
16. The chief executive officer is appointed by the Government for a term not exceeding five years; the other board members are appointed for a term not exceeding three years.
Despite the expiry of their term, board members remain in office until replaced or reappointed.
2009, c. 53, s. 16.
17. The chair and vice-chair of the board of directors are designated by the Government from among the members of the board.
2009, c. 53, s. 17.
18. The positions of chair of the board of directors and chief executive officer may not be held concurrently.
2009, c. 53, s. 18.
19. The chief executive officer is responsible for the administration and direction of Infrastructure Québec in keeping with its by-laws and policies. The functions of the chief executive officer are exercised on a full-time basis.
The chair calls and presides at meetings of the board of directors, sees to the proper conduct of the board's proceedings and exercises any other functions assigned by the board.
The vice-chair exercises the functions of the chair when the latter is absent or unable to act.
2009, c. 53, s. 19.
20. A vacancy on the board of directors is filled by the Government in the manner prescribed for the appointment of the member to be replaced.
Non-attendance at a number of board meetings determined by the by-laws of Infrastructure Québec, in the cases and circumstances specified, constitutes a vacancy.
21. The remuneration, employee benefits and other conditions of employment of the chief executive officer are determined by the Government.
The other board members receive no remuneration except in the cases, on the conditions and to the extent that may be determined by the Government. They are entitled, however, to the reimbursement of expenses incurred in the exercise of their functions in the cases, on the conditions and to the extent determined by the Government.
2009, c. 53, s. 21.
22. The quorum at meetings of the board of directors is the majority of its members, including the chair or vice-chair of the board.
Decisions of the board are made by a majority vote of the members present. In the case of a tie vote, the person presiding at the meeting has a casting vote.
2009, c. 53, s. 22.
23. The minutes of the meetings of the board of directors, approved by the board and certified by the chair, the chief executive officer, the secretary or another person authorized by Infrastructure Québec, are authentic. The same applies to documents and copies emanating from Infrastructure Québec or forming part of its records, if they are so certified.
2009, c. 53, s. 23.
24. An intelligible transcription of a decision or other data stored by Infrastructure Québec in a computer or in any electronic form is a document of Infrastructure Québec and constitutes proof of its contents if it is certified by a person referred to in section 23.
2009, c. 53, s. 24.
25. A deed, document or writing is binding on and may be attributed to Infrastructure Québec only if it is signed by the chair, the chief executive officer, the vice-chair, the secretary or another personnel member authorized by Infrastructure Québec and, in the latter case, only to the extent determined by the by-laws of Infrastructure Québec.
2009, c. 53, s. 25.
26. Infrastructure Québec may, by by-law and subject to specified conditions, allow a signature to be affixed by means of an automatic device, an electronic signature to be affixed, or a facsimile of a signature to be engraved, lithographed or printed on specified documents. However, the facsimile has the same force as the signature itself only if the document is countersigned by a person referred to in section 23.
2009, c. 53, s. 26.
27. Infrastructure Québec may, in its by-laws, determine the mode of operation of the board of directors. It may form an executive committee and any other committee, determine their mode of operation and delegate powers of the board to them.
2009, c. 53, s. 27.
28. The standards of ethics and professional conduct adopted by Infrastructure Québec for the members of the board of directors in accordance with a regulation made under section 3.0.1 of the Act respecting the Ministère du Conseil exécutif (chapter M-30) must be published by Infrastructure Québec in its operations report.
2009, c. 53, s. 28.
29. Infrastructure Québec establishes standards of ethics and professional conduct for its personnel. The standards must include, as a minimum, the requirements prescribed for public servants under the Public Service Act (chapter F-3.1.1) and must be published by Infrastructure Québec in its operations report.
2009, c. 53, s. 29.
30. The members of the personnel of Infrastructure Québec are appointed in accordance with the staffing plan established by by-law of Infrastructure Québec.
Subject to the provisions of a collective agreement, the standards and scales of remuneration, employee benefits and other conditions of employment of the members of the personnel are determined by by-law of Infrastructure Québec in accordance with the conditions determined by the Government.
2009, c. 53, s. 30.
31. Any personnel member of Infrastructure Québec who has a direct or indirect interest in an enterprise causing the personnel member's personal interest to conflict with that of Infrastructure Québec must, on pain of forfeiture of office, disclose the interest in writing to the chief executive officer.
2009, c. 53, s. 31.
32. The chair of the Conseil du trésor may issue directives concerning the policies and general objectives to be pursued by Infrastructure Québec.
The directives are submitted to the Government for approval. Once approved, they are binding on Infrastructure Québec.
The directives are laid before the National Assembly within 15 days of their approval by the Government or, if the Assembly is not sitting, within 15 days of resumption.
2009, c. 53, s. 32.