Animal Pedigree Act (R.S.C., 1985, c. 8 (4th Supp.))

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Act current to 2019-07-01 and last amended on 2004-12-15. Previous Versions

By-laws (continued)

Marginal note:No fine or penalty

  •  (1) No by-law of an association may impose any fine or monetary penalty of any kind and no fine or monetary penalty of any kind may be imposed by an association in respect of any non-compliance with its by-laws.

  • Marginal note:Fees not fines

    (2) For the purposes of subsection (1), a fee referred to in paragraph 15(1)(q) is not a fine or a monetary penalty.

Amendment of Articles of Incorporation

Marginal note:Amendment of articles of incorporation

  •  (1) An association that desires to amend its articles of incorporation for one or more of the following purposes, namely,

    • (a) to change the association’s name,

    • (b) to add the name of a distinct breed or evolving breed in respect of which the association is to be authorized to register or identify the animals thereof or to delete the name of any distinct breed or evolving breed that the association is authorized to register or identify the animals thereof, or

    • (c) where the association is incorporated in respect of an evolving breed, to transform the association into an association incorporated in respect of a distinct breed,

    may make an application for that purpose by submitting articles of amendment to the Minister.

  • Marginal note:Contents of articles of amendment

    (2) Articles of amendment submitted pursuant to subsection (1) must

    • (a) be in the prescribed form;

    • (b) set out the proposed amendment;

    • (c) contain a statutory declaration attesting that the members of the association have been consulted in writing in the prescribed manner in relation to the proposed amendment, that twenty-five per cent or more of the members have responded in writing to the consultation and that at least two thirds of the members who responded have approved the proposed amendment; and

    • (d) be submitted in triplicate in the prescribed manner.

  • Marginal note:Proof required

    (3) Where the amendment proposed in articles of amendment is the addition of the name of a distinct breed or evolving breed in accordance with paragraph (1)(b), the articles of amendment must be accompanied by proof that the association represents the breeders throughout Canada of the animals of the distinct breed or evolving breed.

Marginal note:Deletion for certain purposes

  •  (1) Where an association is authorized to register or identify animals of more than one distinct breed or evolving breed, the association or one or more members of the association may submit articles of amendment to delete the name of the distinct breed or evolving breed from the association’s articles of incorporation,

    • (a) to allow for the making of an application for incorporation in respect of one of the distinct breeds or evolving breeds; or

    • (b) to enable another association to amend its articles of incorporation to add the name of one of the distinct breeds or evolving breeds.

  • Marginal note:Contents

    (2) Articles of amendment submitted pursuant to subsection (1) must

    • (a) be in prescribed form;

    • (b) set out the proposed amendment;

    • (c) contain a statutory declaration attesting that the members of the association who are breeders of the distinct breed or evolving breed to which the proposed amendment relates have been consulted in writing in the prescribed manner in relation to the proposed amendment and that twenty-five per cent or more of those members have responded in writing to the consultation and that at least two thirds of the members who responded have approved the proposed amendment; and

    • (d) be submitted in the prescribed manner.

  • Marginal note:Minister may determine entitlement

    (3) Where there is any dispute as to who is entitled to be consulted in relation to articles of amendment submitted pursuant to subsection (1), any member of the association may request that the Minister make a determination thereof and any determination of the Minister is final and binding on all concerned.

Marginal note:Other documents must accompany

 The Minister shall consider articles of amendment submitted pursuant to section 21 only if the articles of amendment are accompanied by

  • (a) an application for incorporation in respect of the distinct breed or evolving breed to which the articles of amendment relate, or

  • (b) articles of amendment to add the name of the distinct breed or evolving breed to which the articles of amendment relate to another association’s articles of incorporation

and the Minister may approve the articles of amendment only if the Minister is satisfied that the application for incorporation or the other association’s articles of amendment should also be approved.

Marginal note:Certificate of amendment

  •  (1) Where the Minister is satisfied that articles of amendment should be approved, the Minister shall issue a certificate of amendment in respect thereof.

  • Marginal note:Endorsement

    (2) Where the Minister issues a certificate of amendment, the Minister shall cause

    • (a) to be endorsed on each copy of the articles of amendment a statement attesting that a certificate of amendment has been issued in respect thereof;

    • (b) two copies of the endorsed articles of amendment to be filed in the Department of Agriculture and Agri-Food;

    • (c) the remaining copy of the endorsed articles of amendment to be returned to the association; and

    • (d) a notice of the issuance of the certificate of amendment to be published in the Canada Gazette.

  • Marginal note:Effect of certificate

    (3) An amendment is effective on the date shown in the certificate of amendment and the articles of incorporation of the association are amended accordingly.

  • R.S., 1985, c. 8 (4th Supp.), s. 23
  • 1994, c. 38, s. 26

Marginal note:Association liable for debts

  •  (1) Where articles of amendment are submitted pursuant to section 21 and a certificate of amendment is issued in respect thereof along with a certificate of incorporation in respect of the association established as a result of the application for incorporation referred to in paragraph 21(1)(a) or a certificate of amendment in respect of an association referred to in paragraph 21(1)(b), that association is liable for and shall, within one year after the effective date of the certificate of incorporation or certificate of amendment, pay to the association from whose articles of incorporation the name of the distinct breed or evolving breed was deleted an amount equal to the amount of that association’s total debts as of the day the certificate of amendment pertaining to the deletion becomes effective multiplied by the proportion that

    • (a) the total number of registrations or identifications made by that association in relation to animals of the deleted distinct breed or evolving breed in the immediately preceding three years

    bears to

    • (b) the total number of registrations and identifications made by that association in the immediately preceding three years.

  • Marginal note:Minister may determine debts

    (2) Where no agreement can be reached as to the amount of the debts or the number of registrations and identifications,

    • (a) any member of the association from whose articles of incorporation the name of the distinct breed or evolving breed is to be deleted,

    • (b) any applicant in relation to the proposed new association, and

    • (c) any member of the association to whose articles of incorporation the name of the distinct breed or evolving breed is to be added

    may request that the Minister make a determination thereof and any determination of the Minister is final and binding on all concerned.

Amalgamations

Marginal note:Amalgamation of associations

  •  (1) Two or more associations that desire to amalgamate and continue as one association may make an application for that purpose by submitting articles of amalgamation to the Minister.

  • Marginal note:Contents of articles of amalgamation

    (2) Articles of amalgamation must

    • (a) set out the names of the associations that desire to amalgamate;

    • (b) be in the prescribed form;

    • (c) set out, in respect of the proposed amalgamated association,

      • (i) the name of the association,

      • (ii) the name of every distinct breed and evolving breed in respect of which the association is deemed to be incorporated, and

      • (iii) the association’s proposed by-laws in respect of the matters referred to in paragraphs 15(1)(a) to (q);

    • (d) contain a statutory declaration attesting that the members of each of the associations that desire to amalgamate have been consulted in writing in the prescribed manner in relation to the proposed amalgamation and that, with respect to each association, twenty-five per cent or more of the members have responded in writing to the consultation and that at least two thirds of the members who responded have approved the proposed amalgamation; and

    • (e) be submitted in triplicate in the prescribed manner.

  • Marginal note:Attached declarations

    (3) Articles of amalgamation submitted to the Minister must be accompanied by a sworn statutory declaration by a director of each amalgamating association stating that the director believes on reasonable grounds

    • (a) that the value of the assets of the director’s association exceeds the value of the association’s liabilities;

    • (b) that no creditor of the director’s association will be prejudiced by the amalgamation; and

    • (c) that adequate notice of the proposed amalgamation has been given to all known creditors of the director’s association and that no creditor objects to the amalgamation for other than frivolous or vexatious grounds.

  • Marginal note:Adequate notice

    (4) For the purposes of paragraph (3)(c), adequate notice of a proposed amalgamation is given if a notice stating that an association intends to amalgamate with one or more specified associations and that creditors of the association may object to the amalgamation by filing an objection in writing with the association within thirty days after the date of the notice is

    • (a) sent to each known creditor of the association whose claim against the association exceeds one thousand dollars; and

    • (b) published once in a newspaper published or distributed in the place where the head office of the association is situated.

  • Marginal note:Certificate of amalgamation

    (5) Where the Minister is satisfied that articles of amalgamation should be approved, the Minister shall issue a certificate of amalgamation in respect thereof.

  • Marginal note:Endorsement

    (6) Where the Minister issues a certificate of amalgamation, the Minister shall

    • (a) cause to be endorsed on each copy of the articles of amalgamation a statement attesting that a certificate of amalgamation has been issued in respect thereof;

    • (b) cause two copies of the endorsed articles of amalgamation to be filed in the Department of Agriculture and Agri-Food;

    • (c) cause the remaining copy of the endorsed articles of amalgamation to be returned to the amalgamated association; and

    • (d) cause a notice of the issuance of the certificate of amalgamation to be published in the Canada Gazette.

  • Marginal note:Effect of certificate

    (7) On the date shown in a certificate of amalgamation

    • (a) the amalgamation of the amalgamating associations becomes effective and the amalgamated association comes into existence;

    • (b) the property of each amalgamating association becomes the property of the amalgamated association;

    • (c) the amalgamated association is liable for the obligations of each amalgamating association;

    • (d) every existing cause of action, claim or liability to prosecution of or against an amalgamating association is unaffected;

    • (e) every civil, criminal or administrative action or proceeding pending by or against an amalgamating association may be prosecuted by or against the amalgamated association; and

    • (f) a conviction against, or ruling, order or judgment in favour of or against, an amalgamating association may be enforced by or against the amalgamated association.

  • R.S., 1985, c. 8 (4th Supp.), s. 25
  • 1994, c. 38, s. 26
 
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