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

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.