Extended definitions of “member” and “shareholder”
345. In sections 347 and 348, “member” and “shareholder” includes the personal representative of a member or shareholder, as the case may be.
Marginal note:Continuation of actions
346. (1) Notwithstanding the dissolution of an association under this Part,
(a) a civil, criminal or administrative action or proceeding commenced by or against the association before its dissolution may be continued as if the association had not been dissolved;
(b) a civil, criminal or administrative action or proceeding may be brought against the association within two years after its dissolution as if the association had not been dissolved; and
(c) any property that would have been available to satisfy any judgment or order if the association had not been dissolved remains available for that purpose.
Marginal note:Service on association
(2) Service of a document on an association after its dissolution may be effected by serving the document on a person shown as a director in the incorporating instrument of the association or, if applicable, in the latest return sent to the Superintendent under section 432.
Marginal note:Limitations on liability
347. (1) Notwithstanding the dissolution of an association, a member or shareholder to whom any of its property has been distributed is liable to any person claiming under subsection 346(1) to the extent of the amount received by that member on the distribution.
(2) An action to enforce liability under subsection (1) may not be commenced except within two years after the date of the dissolution of the association.
Marginal note:Action against class
(3) A court may order an action referred to in subsections (1) and (2) to be brought against the persons who were members, or shareholders, as a class, subject to such conditions as the court thinks fit.
(4) If the plaintiff establishes a claim in an action under subsection (3), the court may refer the proceedings to a referee or other officer of the court who may
(a) add as a party to the proceedings each person found by the plaintiff to have been a member or shareholder;
(b) determine, subject to subsection (1), the amount that each person who was a member or shareholder must contribute towards satisfaction of the plaintiff’s claim; and
(c) direct payment of the amounts so determined.
Marginal note:Where person cannot be found
348. Where a creditor, member or shareholder to whom property is to be distributed on the dissolution of an association cannot be found, the portion of the property to be distributed to that creditor, member or shareholder shall be converted into money and paid in accordance with section 350.
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