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

Short Title

1 These Regulations may be cited as the Livestock Pedigree Associations Winding-up Regulations.

Interpretation

• 2 (1) In these Regulations,

  Act

  Act means the Livestock Pedigree Act; (Loi)

  association

  association means an association incorporated under the Act or any other Act mentioned in the definition association in section 2 of the Act, the corporate powers of which have been declared by the Minister, pursuant to the Act, to be at an end; (association)

  court

  court means a court having jurisdiction in the place where the association has its head office; (tribunal)

  director

  director means, in respect of an association, a person who was a director of the association on the date on which the Minister declared the corporate powers of the association to be at an end; (dirigeant)

  member

  member means, in respect of an association, a person who was a member of the association on the date on which the Minister declared the corporate powers of the association to be at an end; (membre)

  officer

  officer means, in respect of an association, a person who was an officer of the association on the date on which the Minister declared the corporate powers of the association to be at an end. (administrateur)

Application

• 3 (1) These Regulations do not apply to an association that, on the date on which the Minister declares the corporate powers of the association to be at an end or thereafter, is insolvent within the meaning of the Bankruptcy and Insolvency Act or is a bankrupt within the meaning of that Act and the affairs of such an association shall be wound up in accordance with the provisions of the Bankruptcy and Insolvency Act.

• (2) Any proceedings taken under these Regulations to wind up the affairs of an association shall be stayed if the association is at any time found, in a proceeding under the Bankruptcy and Insolvency Act, to be insolvent within the meaning of that Act.

Winding-Up

• 4 (1) Where the directors of an association or a majority of the members thereof provide proof, to the satisfaction of the Minister, that the association has no property and no liabilities, the affairs of the association shall be wound up.

• (2) When the Minister is satisfied that an association has no property and no liabilities, he shall terminate the winding-up of the affairs of the association and shall issue a certificate certifying that the winding-up of the affairs of the association is terminated.

• (3) The winding-up of the affairs of an association under this section is terminated on the date on which the certificate is issued pursuant to subsection (2).

• 5 (1) The directors of any member of an association may make a proposal for the voluntary winding-up of the affairs of the association.

• (2) If a proposal referred to in subsection (1) is approved,

  • (a) at a meeting of the members of the association called and held in accordance with

    • (i) a notice thereof that sets out the purpose of the meeting and the terms of the proposal, and

    • (ii) the by-laws of the association,

    by 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 proposal, or

  • (b) in writing and signed by all the members entitled to vote in respect of the proposal,

  the affairs of the association shall be wound up in accordance with subsection (3).

• (3) After a proposal for the voluntary winding-up of the affairs of an association is approved in accordance with subsection (2), the association shall

  • (a) immediately cause notice that its corporate powers are at an end and that its affairs are being wound up to be mailed or delivered to each known creditor of the association;

  • (b) forthwith publish notice that its corporate powers are at an end and that its affairs are being wound up once a week for four consecutive weeks in a newspaper published or distributed in the place where the association has its head office and take reasonable steps to give notice thereof in each province in Canada where the association was carrying on its affairs on the date on which the Minister declared its corporate powers at an end;

  • (c) proceed to collect its property, to dispose of properties that are not to be distributed in accordance with section 15, to discharge all its obligations and to do all other acts required to wind up its affairs; and

  • (d) after giving the notice required under paragraphs (a) and (b) and paying or adequately providing for the payment or discharge of all its obligations, distribute its remaining property, either in money or in kind, in accordance with section 15.

• (4) The Minister or any member or creditor of an association or any interested person may, at any time during the winding-up of the affairs of the association under this section, apply to a court for an order that the winding-up be continued under the supervision of the court as provided in these Regulations, and on such application the court may so order and make any further order it thinks fit.

• (5) An applicant under subsection (4), other than the Minister, shall give the Minister not less than ten days notice of the application and the Minister is entitled to appear and be heard in person or by counsel.

• (6) When the Minister is satisfied that subsections (2) and (3) have been complied with in respect of an association and an order has not been made by a court pursuant to subsection (4), he shall terminate the winding-up of the affairs of the association and shall issue a certificate certifying that the winding-up of the affairs of the association is terminated.

• (7) The winding-up of the affairs of an association under this section is terminated on the date on which the certificate is issued pursuant to subsection (6).

• 6 (1) If, within thirty days of the date on which the Minister declares the corporate powers of an association to be at an end,

  • (a) the proof required by section 4 has not been provided to the Minister or the Minister has not issued a certificate pursuant to subsection 4(2), or

  • (b) subsections 5(2) and (3) have not been complied with in respect of an association or the Minister has not issued a certificate pursuant to subsection 5(6),

  the Minister, any member or creditor of the association or any interested person may apply to a court for an order that the affairs of the association be wound up.

• (2) An applicant under this section, other than the Minister, shall give the Minister not less than ten days notice of the application and the Minister is entitled to appear and be heard in person or by counsel.

• (3) On an application under this section, the court may order that the affairs of the association be wound up and may make any further order it thinks fit.

7 The Minister shall publish notice in the Canada Gazette of an order made by a court pursuant to subsection 5(4) or 6(3).

8 An application to a court to supervise the winding-up of the affairs of an association under subsection 5(4) or an application to a court to wind up the affairs of an association under subsection 6(1) by a member or creditor of the association or any interested party shall state the reasons, verified by an affidavit of the applicant, why the court should so supervise or order the winding-up of the affairs of the association.

• 9 (1) If a court makes an order under subsection 5(4) or 6(3), the winding-up of the affairs of the association shall continue or be carried out, as the case may be, under the supervision of the court in accordance with these Regulations.

• (2) On an application under subsection 5(4) or 6(1), the court may order the directors and officers of the association to furnish to the court all material information known to or reasonably ascertainable by them, including

  • (a) financial statements of the association;

  • (b) the name and address of each member of the association; and

  • (c) the name and address of each creditor or claimant, including any creditor or claimant with unliquidated, future or contingent claims, and any person with whom the association has a contract.

• (3) On an application under subsection 5(4) or 6(1), the court may, if it is satisfied that the association is able to pay or adequately provide for the payment or discharge of all its obligations, make any order it thinks fit including, without limiting the generality of the foregoing

  • (a) an order that the affairs of the association be wound up or that the winding-up of the affairs of the association be continued under the supervision of the court, as the case may be;

  • (b) an order appointing a liquidator, with or without security, fixing his remuneration and replacing a liquidator;

  • (c) an order appointing inspectors or referees, specifying their powers and fixing their remuneration and replacing inspectors or referees;

  • (d) an order determining the notice to be given to any interested person, or dispensing with notice to any person;

  • (e) an order determining the validity of any claims made against the association;

  • (f) an order, at any stage of the proceedings, restraining the directors and officers of the association from,

    • (i) exercising any of their powers, or

    • (ii) collecting or receiving any debt or other property of the association, and from paying out or transferring any property of the association, except as permitted by the court;

  • (g) an order determining and enforcing the duty or liability of any director, officer or member of the association or any person who was a director, officer or member of the association prior to the date on which the Minister declared the corporate powers of the association to be at an end

    • (i) to the association, or

    • (ii) for an obligation of the association;

  • (h) an order approving the payment, satisfaction or compromise of claims against the association and the retention of assets for such purposes, and determining the adequacy of provisions for the payment or discharge of obligations of the association, whether liquidated, unliquidated, future or contingent;

  • (i) an order in respect of the disposition or destruction of the documents and records of the association;

  • (j) on the application of a creditor, the inspectors or the liquidator, an order giving directions on any matter arising in the winding-up;

  • (k) after notice has been given to all interested parties, an order relieving the liquidator from any omission or default on such terms as the court thinks fit and confirming any act of the liquidator;

  • (l) an order directing meetings of the members of the association to be called, held and conducted in such manner as the court thinks fit for the purpose of ascertaining their wishes, and appointing a person to act as chairman of any such meeting and to report the result of it to the court;

  • (m) an order requiring any member, director, officer, employee or agent of the association to pay, deliver, convey, surrender or transfer forthwith, or within such time as the court directs, to the liquidator all documents, records, moneys and property that are in his hands and to which the association is entitled;

  • (n) an order for the inspection of the documents and records of the association by its creditors and members;

  • (o) subject to section 14, an order approving any proposed distribution of the association’s remaining property, in money or in kind, in accordance with section 15 or an order directing the distribution of the association’s remaining property in such other manner as the court thinks fit;

  • (p) an order in respect of the disposition of any property belonging to creditors or members of the association who cannot be found; and

  • (q) on the application of any director, officer member, security holder, creditor or the liquidator,

    • (i) an order staying the winding-up on such terms and conditions as the court thinks fit,

    • (ii) an order continuing or discontinuing the winding-up proceedings, or

    • (iii) an order to the liquidator to restore to the association all its remaining property.

• (4) Where a court makes an order for the winding-up of the affairs of an association, the winding-up of the affairs of the association commences when the court makes the order therefor.

• 10 (1) When making an order for the winding-up of the affairs of an association or the supervision of the winding-up of the affairs of an association, as the case may be, or at any time thereafter, the court may appoint any person, including a director, an officer or a member of the association or any other association, as liquidator of the association.

• (2) Where an order for the winding-up of the affairs of an association or the supervision of the winding-up of the affairs of an association, as the case may be, has been made and the office of liquidator is or becomes vacant, the property of the association is under the control of the court until the office of liquidator is filled.

11 Where an order for the winding-up of the affairs of an association or the supervision of the winding-up of the affairs of an association, as the case may be, has been made, the property and rights of the association wherever situated vest in the liquidator on his appointment for the benefit of the claimants, creditors and the persons to whom distribution of the property of the association is to be made pursuant to paragraph 14(5)(a) and section 15.

12 A liquidator shall

• (a) forthwith after his appointment give notice thereof to the Minister and to each claimant and creditor known to the liquidator;

• (b) forthwith publish notice in the Canada Gazette and by insertion once a week for two consecutive weeks in a newspaper published or distributed in the place where the association has its head office and take reasonable steps to give notice thereof in each province in Canada where the association was carrying on its affairs on the date on which the Minister declared its corporate powers at an end, requiring any person,

  • (i) indebted to the association, to render an account and pay to the liquidator at the time and place specified any amount owing,

  • (ii) possessing property of the association, to deliver it to the liquidator at the time and place specified, and

  • (iii) having a claim against the association, whether liquidated, unliquidated, future or contingent, to present particulars thereof in writing to the liquidator not later than two months after the first publication of the notice;

• (c) take into his custody and control the property of the association;

• (d) open and maintain a trust account for the moneys of the association;

• (e) apply the property of the association in satisfaction of all its obligations;

• (f) keep accounts of the moneys of the association received and paid out by him;

• (g) maintain separate lists of the members, creditors and other persons having claims against the association;

• (h) if at any time the liquidator determines that the association is unable to pay or adequately provide for the discharge of its obligations, apply to the court for directions;

• (i) deliver to the court and to the Minister, at least once in every twelve month period after his appointment or more often as the court may require, financial statements of the association in such form as the liquidator may think proper or as the court may require; and

• (j) after his final accounts are approved by the court, distribute any remaining property of the association in accordance with an order of the court made pursuant to paragraph 14(5)(a).

• 13 (1) A liquidator may

  • (a) retain legal counsel, accountants and other professional advisers;

  • (b) bring, defend or take part in any civil, criminal or administrative action or proceeding in the name and on behalf of the association;

  • (c) carry on the affairs of the association as required for an orderly winding-up of the affairs of the association;

  • (d) sell by public auction or private sale any property of the association;

  • (e) do all acts and execute any documents in the name and on behalf of the association;

  • (f) borrow money on the security of the property of the association;

  • (g) settle or compromise any claims by or against the association; and

  • (h) do all other things necessary for the winding-up of the affairs of the association and distribution of its property.

• (2) If a liquidator has reason to believe that any person has in his possession or under his control or has concealed, withheld or misappropriated any property of the association, he may apply to the court for an order requiring that person to appear before the court at the time and place designated in the order and to be examined.

• (3) If the examination referred to in subsection (2) discloses that a person has concealed, withheld or misappropriated property of the association, the court may order him to restore it or pay compensation to the liquidator.

• 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.