Marginal note:Certificate of incorporation
(2) Where the Minister issues a certificate of incorporation, the Minister shall
(a) cause to be endorsed on each copy of the articles of incorporation a statement attesting that a certificate of incorporation has been issued in respect thereof;
(b) cause two copies of the endorsed articles of incorporation to be filed in the Department of Agriculture and Agri-Food;
(c) cause the remaining copy of the endorsed articles of incorporation to be returned to the association; and
Marginal note:Effect of certificate
(3) An association comes into existence on the date shown in its certificate of incorporation and the first directors and officers of the association are the directors and officers set out in the association’s articles of incorporation.
- R.S., 1985, c. 8 (4th Supp.), s. 9;
- 1994, c. 38, s. 26.
Marginal note:Association is body corporate
10 Every association is a body corporate.
11 An association may do any act or thing necessary for, or incidental or conducive to, the carrying out of its purpose and business and affairs related thereto.
Marginal note:Ownership and borrowing powers
12 Without restricting the generality of section 11, an association may
(a) acquire, hold and dispose of real, personal, movable and immovable property necessary for the carrying out of its business and affairs;
(b) borrow money on the credit of the association and draw, make, accept, endorse and execute promissory notes, bills of exchange and other negotiable instruments necessary for carrying out its business and affairs; and
(c) mortgage or hypothecate, or create any security interest in, all or any property of the association to secure any obligation of the association.
- R.S., 1985, c. 8 (4th Supp.), s. 12;
- 2001, c. 4, s. 56.
Use of Funds
Marginal note:Use of funds
13 (1) An association may use its funds for any purpose calculated to advance the purpose of the association, including, without restricting the generality of the foregoing, using those funds for developing and promoting breed improvement programs, making grants to exhibitions and providing services to the breeders of the animals in respect of which the association has been incorporated.
(2) Subject to any by-laws providing for the remuneration of its directors, officers and employees, and its agents or mandataries, all profits or accretions of value to the property of an association shall be used in furtherance of the purpose of the association, and no part of the property or profits of the association may be distributed, directly or indirectly, to any member of the association.
- 1985, c. 8 (4th Supp.), s. 13;
- 2004, c. 25, s. 2.
Marginal note:Limited liability
14 (1) The financial liability of a member of an association to the creditors of the association is limited to the amount of any fees owing to the association by the member and to the amount due from the member in respect of any services provided to the member by the association.
Marginal note:Personal liability
(2) No director, officer or employee of an association, or other person acting on behalf of an association, is personally liable for any act done in good faith in the exercise of any of that person’s powers or the performance of that person’s duties and functions or for any default or neglect in good faith in the exercise of any of that person’s powers or the performance of that person’s duties and functions.
Marginal note:Mandatory by-laws
(a) establishing requirements for membership in the association;
(b) respecting the payment of dues by the members of the association and establishing the method of determining the amount thereof;
(c) respecting the election, and the filling of vacancies, of directors and officers of the association and their powers, duties and functions;
(d) respecting the time and place for the holding of general, annual and special meetings of the association, the calling of such meetings, the quorum for such meetings and the procedure for all business at such meetings;
(e) respecting the consultation of the members of the association for the purpose of changing the association’s articles of incorporation, amalgamating with one or more other associations or dissolving the association;
(f) respecting the making, amendment and repeal of the association’s by-laws;
(g) respecting the place within Canada where the head office of the association is, and the places within Canada where the branch offices, if any, of the association are, to be situated;
(h) fixing the fiscal year of the association;
(i) respecting the keeping of the association’s articles of incorporation and the association’s by-laws, business records and books of accounts;
(j) respecting the annual audit of the financial affairs of the association and the preparation of audited annual financial reports and statements of assets and liabilities;
(k) establishing rules respecting the eligibility for the registration or identification, as the case may be, of animals by the association;
(l) establishing the procedure to be followed in applications for the registration or identification, as the case may be, of animals by the association;
(m) respecting the issuance of certificates of registration or certificates of identification, as the case may be, by the association and the amendment, transfer and cancellation of such certificates;
(n) respecting the individual identification of animals registered or identified, as the case may be, by the association, the supervision of all practices in relation thereto and the manner in which unsatisfactory practices in relation thereto are to be dealt with;
(o) respecting the keeping of pedigrees and breeding records by the association and its members and the inspection by the association of pedigrees and breeding records kept by its members;
(p) respecting the recording of transfers of ownership of animals registered or identified, as the case may be, by the association;
(q) respecting the payment of fees for certificates of registration and certificates of identification, as the case may be, for transfers of ownership and for all other services provided by the association, and establishing the method of determining the amount of those fees; and
(r) for the administration and management of the business and affairs of the association.
Marginal note:By-laws generally
(2) Notwithstanding subsection (1), an association may make any by-law necessary for the conduct of its business and affairs, including, without restricting the generality of the foregoing, by-laws
(a) respecting the promotion and establishment of breed improvement programs;
(b) respecting the inspection of animals as a prerequisite to their registration or identification, as the case may be, by the association;
(c) respecting performance standards that animals must meet as a prerequisite to their registration or identification, as the case may be, by the association; and
(d) respecting the resignation, suspension and expulsion of any member of the association.
Marginal note:Mandatory by-laws
(3) Where an association keeps records of semen and embryos pursuant to section 33 and issues semen certificates and embryo certificates in respect thereof, the association shall do so only in accordance with its by-laws, and, for that purpose, the association shall make by-laws
(a) respecting the recording and the individual identification of semen and embryos, the supervision of all practices in relation thereto and the manner in which unsatisfactory practices in relation thereto are to be dealt with;
(b) respecting the issuance of semen certificates and embryo certificates, and the amendment, transfer and cancellation of those certificates; and
(c) respecting the recording of transfers of ownership of semen and embryos by the association.
- Date modified: