Marginal note:Rights preserved
225. No amendment to the incorporating instrument or by-laws of an association affects an existing cause of action or claim or liability to prosecution in favour of or against the association or its directors or officers, or any civil, criminal or administrative action or proceeding to which the association or any of its directors or officers are a party.
Marginal note:Application to amalgamate
226. On the joint application of two or more bodies corporate incorporated by or under an Act of Parliament, including associations, the Minister may issue letters patent amalgamating and continuing the applicants as one association if the proposed capital and corporate structure of the amalgamated association meets the requirements for an association to be incorporated under this Act.
- 1991, c. 48, s. 226;
- 2001, c. 9, s. 285.
Marginal note:Amalgamation agreement
227. (1) Each applicant proposing to amalgamate shall enter into an amalgamation agreement.
Marginal note:Contents of agreement
(2) Every amalgamation agreement shall set out the terms and means of effecting the amalgamation and, in particular,
(a) the name of the amalgamated association and the province in which its head office is to be situated;
(b) the name and place of ordinary residence of each proposed director of the amalgamated association;
(c) the manner in which the membership shares of each association are to be converted into membership shares in the amalgamated association;
(d) the manner in which the shares of each applicant are to be converted into shares or other securities of the amalgamated association;
(e) if any membership shares of an applicant are not to be converted into membership shares of the amalgamated association the amount of money or securities that the members are to receive in addition to or in lieu of membership shares of the amalgamated association;
(f) if any shares of an applicant are not to be converted into shares or other securities of the amalgamated association, the amount of money or securities that the holders of those shares are to receive in addition to or in lieu of shares or other securities of the amalgamated association;
(g) the manner of payment of money in lieu of the issue of fractional shares of the amalgamated association or of any other body corporate that are to be issued in the amalgamation;
(h) the proposed by-laws of the amalgamated association;
(i) details of any other matter necessary to perfect the amalgamation and to provide for the subsequent management and operation of the amalgamated association; and
(j) the proposed effective date of the amalgamation.
Marginal note:Cross ownership of shares
(3) If membership shares or shares of one of the applicants are held by or on behalf of another of the applicants, other than membership shares or shares held in the capacity of a personal representative or by way of security, the amalgamation agreement must provide for the cancellation of those membership shares or shares when the amalgamation becomes effective without any repayment of capital in respect thereof, and no provision shall be made in the agreement for the conversion of those membership shares or shares into membership shares or shares of the amalgamated association.
- 1991, c. 48, s. 227;
- 2005, c. 54, s. 184.
- Date modified: