Livestock Pedigree Associations Winding-up Regulations (SOR/80-182)

• 14 (1) A liquidator shall pay the costs of the winding-up of the property of the association and shall pay or make adequate provision for all claims against the association.

• (2) Within one year after his appointment, and after paying or making adequate provision for all claims against the association, the liquidator shall apply to the court

  • (a) for approval of his final accounts and for an order permitting him to distribute in money or in kind the remaining property of the association in accordance with section 15 or in such other manner as the court may direct; or

  • (b) for an extension of time, setting out the reasons therefor.

• (3) If a liquidator fails to make the application required by subsection (2), a member of the association or the Minister may apply to the court for an order for the liquidator to show cause why a final accounting and distribution should not be made.

• (4) A liquidator shall give not less than ten days notice of his intention to make an application under subsection (2) to the Minister, each inspector appointed under subsection 9(3), each member of the association and any person who provided a security or fidelity bond for the winding-up of the affairs of the association, and he shall publish the notice in a newspaper published or distributed in the place where the association has its head office or as otherwise directed by the court.

• (5) If the court approves the final accounts rendered by a liquidator, the court shall make an order

  • (a) directing the distribution of the property of the association remaining after paying or adequately providing for the payment or discharge of all its obligations in accordance with section 15 or in such other manner as the court thinks fit;

  • (b) directing the custody or disposal of the documents and records of the association;

  • (c) subject to subsection (6), discharging the liquidator; and

  • (d) directing the Minister to issue a certificate certifying that the winding-up of the affairs of the association is terminated when the Minister is satisfied that the order of the court made pursuant to paragraphs (a) and (b) has been complied with.

• (6) The liquidator shall forthwith send or deliver a certified copy of the court order referred to in subsection (5) to the Minister.

• (7) When the Minister receives the court order referred to in subsection (5) and is satisfied that the order of the court made pursuant to paragraphs 5(a) and (b) has been complied with, the Minister shall issue a certificate certifying that the winding-up of the affairs of the association is terminated.

• (8) The winding-up of the affairs of the association is terminated on the date on which the certificate is issued pursuant to subsection (7).

• 15 (1) Subject to the provisions of a court order made pursuant to paragraph 14(5)(a), after the payment or adequate provision for the payment or discharge of all the obligations of the association has been made, the remaining property of the association shall be transferred, conveyed or distributed in accordance with this section.

• (2) Where a person has transferred property to an association subject to the condition that it be returned to him on the termination of the existence of the association, that property shall be transferred to that person.

• (3) The remaining property of an association, other than property referred to in subsection (2), shall be transferred in accordance with its application for incorporation, endorsed with a certificate of approval, or its by-laws, whichever are applicable.

• (4) Where the application for incorporation, endorsed with a certificate of approval, or the by-laws of an association do not provide for the transfer of any remaining property of the association referred to in subsection (3) on the termination of the existence of the association, the remaining property of the association referred to in subsection (3) shall be

  • (a) divided in equal shares according to the number of members of the association, which shares shall be distributed rateably among the members; or

  • (b) distributed

    • (i) to one or more associations with similar or cognate objects, or

    • (ii) in such other manner

      as may be determined by

      • (A) the approval, at a meeting of the members of the association called and held in accordance with a notice thereof that sets out the purpose of the meeting and in accordance with the by-laws of the association, of a majority of not less than two-thirds of the votes cast by the members present and entitled to vote who voted in respect of the matter, or

      • (B) the approval, in writing, of all the members of the association entitled to vote in respect of the matter.

16 A person who has been granted custody of the documents and records of an association remains liable to produce such documents and records for six years following the date of the termination of the winding-up of the affairs of the association or until the expiry of such other shorter period as may be ordered under subsection 14(5).

• 17 (1) On the winding-up of the affairs of an association, the portion of the property distributable to a creditor or member who cannot be found shall be converted into money and paid to the Receiver General.

• (2) If at any time a person establishes that he is entitled to any moneys paid to the Receiver General pursuant to this section, the Receiver General shall pay an equivalent amount to him out of the Consolidated Revenue Fund.

18 Subject to section 17, property of an association that has not been disposed of at the date of the termination of the winding-up of the affairs of the association vests in Her Majesty in right of Canada.