Marginal note:Association liable for debts
24. (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
(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.
Marginal note:Amalgamation of associations
25. (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.
(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.
- Date modified: