Voluntary winding up
121. (1) Where the members of a credit union by a special resolution require the credit union to be wound up, the credit union may be wound up voluntarily. Appointment of liquidator (2) At such meeting, the members shall appoint one or more persons, who may be directors, officers or employees of the credit union or a league, as liquidator of the estate and effects of the credit union for the purpose of winding up its affairs and distributing its property, and may at that or any subsequent general meeting fix the remuneration of the person or persons and the costs, charges and expenses of the winding up. Publication of notice of winding up (3) A credit union shall file a copy of the resolution requiring the voluntary winding up of the credit union with the Director within ten days after the resolution has been passed and shall publish a notice of the resolution in The Ontario Gazette within twenty days after the resolution has been passed and in a newspaper having a general circulation in the locality in which the head office of the credit union is situate. Vacancy in office of liquidator (4) Where in a voluntary winding up a vacancy occurs in the office of liquidator by death, resignation or otherwise, the members by a majority of the votes cast at a general meeting called for that purpose may elect a liquidator to fill the vacancy. Removal of liquidator (5) The members of the credit union may by a majority of the votes cast at a general meeting called for that purpose remove a liquidator previously appointed and in such case shall appoint another liquidator in the stead of the removed liquidator. Commencement of winding up (6) A voluntary winding up commences at the time of the passing of the resolution requiring the winding up. Credit union to cease undertaking (7) Where a credit union is being wound up voluntarily, the credit union shall, from the date of the commencement of the winding up, cease to carry on its undertaking, except in so far as may be required for the beneficial winding up thereof, and although it may be otherwise provided by its charter or by-laws, its corporate existence and all its corporate powers continue until the affairs of the credit union are wound up. No proceeding against credit union without leave (8) After the commencement of a voluntary winding up, no action or other proceedings shall be commenced against the credit union and no attachment, sequestration, distress or execution shall be put in force against the estate or effects of the credit union except by leave of the court and subject to such terms as the court imposes. Liquidator to take custody (9) Upon appointment, the liquidator shall take custody and control of all property, rights and privileges of the credit union or to which the credit union appears to be entitled and shall take all necessary steps to wind up the credit union. Liquidator to file with Director (10) Within sixty days after appointment, the liquidator shall prepare a statement of the assets, debts and liabilities of the credit union and shall file the statement with the Director. List of contributories and calls (11) Upon a voluntary winding up, (a) the liquidator shall settle the list of contributories; (b) the liquidator may, before having ascertained the sufficiency of the property of the credit union, call on all or any of the contributories for the time being settled on the list of contributories, to the extent of their liability, to pay any sum that the liquidator considers necessary to satisfy the liabilities of the credit union, and the costs, charges and expenses of winding up and for the adjustment of the rights of the contributories among themselves; (c) a list of contributories settled by the liquidator is admissible in evidence as proof, in the absence of evidence to the contrary, of the liability of the persons named therein to be contributories. Meetings of credit union during winding up (12) The liquidator may, during the continuance of the voluntary winding up, call general meetings of the members of the credit union for the purpose of obtaining their approval by resolution or for any other purpose as the liquidator thinks fit. Arrangements with creditors (13) The liquidator, with the approval of a resolution of the members of the credit union passed in general meeting, may make such compromise or other arrangement as the liquidator thinks expedient with any creditor or person claiming to be a creditor or having or alleging that the person has a claim, present or future, certain or contingent, liquidated or unliquidated, against the credit union or whereby the credit union may be rendered liable. Power to compromise with debtors and contributors (14) The liquidator may, with the approval of a resolution of the members of the credit union passed in general meeting, compromise all debts and liabilities capable of resulting in debts and all claims, whether present or future, certain or contingent, liquidated or unliquidated, subsisting or supposed to subsist between the credit union and any contributory, alleged contributory or other debtor or person who may be liable to the credit union and all questions in any way relating to or affecting the property of the credit union, or the winding up of the credit union upon the receipt of such sums payable at such times and generally upon such terms as are agreed, and the liquidator may take any security for the discharge of such debts or liabilities and give a complete discharge in respect thereof. Account to be made by liquidator (15) The liquidator shall make up an account showing the manner in which the winding up has been conducted and the property of the credit union disposed of, and thereupon shall call a general meeting of the members of the credit union for the purpose of having the account laid before them and hearing any explanation that may be given by the liquidator and with the approval of a majority of the votes within ten days after the holding of the meeting cast at the meeting, the liquidator shall send a notice to the Director stating that the meeting was held, the date thereof and requesting dissolution. Director to recommend dissolution (16) The Director, upon being satisfied that the affairs of the credit union have been duly liquidated, may in writing recommend to the Minister that the credit union be dissolved. Dissolution (17) The Minister may by order declare the credit union to be dissolved on such date as the order fixes and shall cause notice of any such dissolution of the credit union to be given in The Ontario Gazette and to the Director. R.S.O. 1980, c.102, s.120.