Animal Pedigree Act — A-11.2 25
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. 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. 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. 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. 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. 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 . 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 t