3(1)This Act applies to all associations incorporated under this Act and to all associations to which the Co-operative Associations Act, chapter C-22 of the Revised Statutes, 1973, applied at the coming into force of this Act.

3(2)The Companies Act does not apply to an association.

3(3)An association is not, with respect to its dealings with fishermen members of that association, a buyer or a fishermen’s organization for any of the purposes of the Fisheries Bargaining Act, and a fisherman member of an association is not, with respect to his dealings with that association, a fisherman for any of the purposes of the Fisheries Bargaining Act.

4(2)The Inspector

4(3)The Inspector may, either of his own motion or upon requisition of the members of an association pursuant to paragraph (2)(b), examine under oath the officers, agents and servants of any association in relation to its affairs and business and the Inspector may request the production, for his examination, of any or all of the books and documents in the custody or control of any such officer, agent or servant.

4(4)No person shall fail to produce on the request of the Inspector any book or document or fail to answer any question relating to the affairs or business of the association.

5(1)An association may be formed for the purpose of establishing and carrying on, on a co-operative basis, any lawful business, enterprise or service, other than that of a bank, loan, trust or insurance company, either with or without capital divided into shares, that is to say, either

5(2)Letters of incorporation forming an association under this Act may be issued upon application therefor, on the form prescribed by regulation and by otherwise complying with the requirements of this Act respecting incorporation, to

10(1)Notwithstanding sections 6 and 7, an association may have a name consisting of a separated or combined French and English form and may be legally designated by either the French or English form of its name or both forms.

10(2)No person or organization, incorporated or otherwise, carrying on business in the Province shall use the word “co-operative” or any contraction or derivative thereof with respect to any service or method of conducting business or be held out as a co-operative in advertisements, literature, signs or announcements to the public unless

11(1)Two copies of the application for letters of incorporation together with a deposit of the fees prescribed by regulation with respect to an application for letters of incorporation and two copies of the by-laws shall be submitted to the Inspector who, on approval thereof, shall endorse such approval thereon, dated and signed by him, and shall thereupon transmit to the Registrar one copy of the application for letters of incorporation and one copy of the by-laws.

11(2)Where the Inspector does not approve the application for letters of incorporation and the by-laws, he shall return them together with the deposit to the applicants together with a statement of his reasons for not approving.

12(1)Subject to subsection (2), on receipt of the application for letters of incorporation and the by-laws duly approved by the Inspector or the Commission, as the case may be, the Registrar shall register them.

12(2)The Registrar shall not register an application for letters of incorporation and by-laws of an association

13(1)On registration of the application for letters of incorporation and the by-laws, the Registrar shall issue a certificate under his hand to the effect that the association is incorporated under this Act.

13(2)A certificate issued by the Registrar under subsection (1) in respect of any association shall constitute the letters of incorporation of that association and shall be conclusive evidence that all the requirements of this Act respecting incorporation have been complied with and that the association is incorporated under this Act.

13(3)From the date of incorporation mentioned in the certificate issued under subsection (1), the applicants for letters of incorporation together with such other persons as may from time to time become members of the association, shall be a body corporate by the name mentioned in the certificate, capable forthwith of exercising all the functions of an incorporated association and having perpetual succession and a common seal with power to hold lands, but with such liability on the part of the members to contribute to the assets of the association in the event of its being wound up as is mentioned in this Act.

16(1)An association, with the sanction of an extraordinary resolution, may alter or amend its letters of incorporation with respect to the objects of the association so far as may be required to enable it

16(2)An association, with the sanction of an extraordinary resolution, may alter or amend its letters of incorporation with respect to the qualifications for admission of members.

16(3)A certificate of the Registrar that a certified copy of such extraordinary resolution has been filed together with a copy of the letters of incorporation as altered shall be conclusive evidence that all the requirements of this Act with respect to the alteration of the letters of incorporation have been complied with.

17(1)Subject to the provisions of section 12 and with the approval of the Registrar, an association may by extraordinary resolution change its name and in the extraordinary resolution fix the date on which the change of name will become effective.

17(2)Where approval is given under subsection (1), the Registrar shall on the date on which the change of name becomes effective enter the new name on the register in place of the former name and shall issue a certificate under his hand to the effect that the association is incorporated under the new name.

17(3)If an association through inadvertence or otherwise is or has been registered by a name

17(4)No alteration of the name of an association shall affect the rights or obligations of the association or render defective any legal proceedings instituted or to be instituted by or against the association, and any legal proceedings may be continued or commenced against the association by its new name that might have been continued or commenced against the association by the former name.

18(1)An association may, subject to the approval of the Inspector, make by-laws not inconsistent with this Act or the regulations.

18(2)The by-laws, when approved by the Inspector and filed with the Registrar, bind the members of the association to the same extent as if they had been signed and sealed by each member and contain covenants on the part of each member, his heirs, executors, administrators and successors to observe the by-laws subject to this Act.

21(1)Every association shall keep a register of members and enter therein the following particulars in respect of each member:

21(2)Every association having share capital shall keep a share register and enter therein a statement of the shares held by each member and of the amount paid and agreed to be considered as paid by the member.

21(3)The register of members shall be kept at the registered office of the association and shall, subject to such reasonable restrictions as the association may by by-law impose, be open to the inspection of any member free of charge.

21(4)The share register shall be kept at the registered office of the association and, subject to such reasonable restrictions as the association may by by-law impose, a shareholder may inspect the portion of the register in which particulars of his shareholdings are entered.

21(5)The register of members and the share register shall be prima facie proof of the facts set forth therein.

23(1)All money payable by a member to an association shall be a debt due from the member to the association and is recoverable as such.

23(2)An association has a charge upon the shares or interest in the capital and on the deposits of a member or past member, and upon any dividend, bonus or accumulated funds payable to a member or past member, in respect of any debt due from that member or past member to the association, and may set off any sum credited or payable to the member or past member in or toward payment of any such debt.

26(1)A member of an association who has attained the age of majority may, by writing under his hand delivered at or sent to the registered office of the association, nominate any person to whom his shares, loan capital, deposits or other interest in the association shall be transferred at his decease and may, from time to time, revoke or vary the nomination by writing under his hand similarly delivered or sent.

26(2)Subject to approval of the board, the shares affected by the nomination shall be transferable to the nominee although the by-laws of the association declare its shares to be generally not transferable.

26(3)Upon receiving satisfactory proof of the death of a member who has filed a nomination pursuant to subsection (1) and whose shares, loan capital, deposits or other interest in the association is not, at the date of death, in excess of a total value of twenty-five hundred dollars, the directors may either transfer such shares, loan capital, deposits and other interest in the manner directed by the nomination or, at their option, pay to the person entitled thereunder the full value of the same if no executor or administrator of the estate of such member is appointed within six months from the date of his death.

26(4)If a member of an association entitled at his death to an interest in the association of a total value of not more than twenty-five hundred dollars in respect of share, loan capital, deposits and other interest dies intestate and without having made a nomination under this Act and if no administrator of the estate of such member is appointed within six months of his death the directors may transfer such shares, loan capital, deposits and other interest or, at their option, pay the value thereof to or among the persons who appear to a majority of the directors, upon such evidence as they may deem satisfactory, to be entitled to receive the same.

26(5)Where a member who has made a nomination under subsection (1) subsequently makes a will that is inconsistent with the nomination and is unrevoked at the time of his death, the will operates as a revocation of the nomination.

26(6)Where shares, loan capital, deposits or any other interest in the association is transferred or the full value thereof is paid to any person pursuant to the provisions of this section, the receipt thereof, acknowledged in writing by such person, is a valid discharge to the association with respect to any matter arising thereon.

27(1)A member may in the manner prescribed by the by-laws and with the approval of the board of directors withdraw from membership in the association, whereupon he shall, subject to the regulations and the by-laws, be entitled to a refund of any amount held to his credit in share capital or otherwise in the association and upon which the association has no charge or other lawful claim, but

27(2)A member who fails in the observance of any of the regulations, contracts or by-laws of the association may by resolution of the board of directors be excluded from membership in the association whereupon, subject to paragraph (1)(c), he shall be entitled to a refund of any amount held to his credit in share capital or loan capital and deposits and upon which the association has no lien or other lawful claim, but

28(1)Every association shall hold an organizational meeting within four months from the date of incorporation, and thereafter an annual meeting of every association shall be held not later than four months after the end of each fiscal year.

28(2)When default has been made in holding an organizational meeting or an annual meeting of the association in accordance with this section, the Inspector may call, or direct the calling of, a special meeting of the association.

28(3)A special meeting may be called at any time in the manner set forth in the by-laws of the association.

28(4)The notice calling an annual or special meeting of the association shall be in such form and given in such manner as may be set forth in the by-laws.

29(1)At all meetings of an association a member shall have one vote only on any question regardless of the number of shares held by him.

29(2)Whenever by virtue of the by-laws of an association provision has been made for the election or appointment of delegates to an annual or special meeting, the members who have so elected or appointed delegates shall not thereafter so long as such election or appointment remains in force exercise the power of membership at any annual or special meeting and any reference in this Act to members is, with respect to the exercise of such power, deemed to be a reference to delegates.

29(3)Whenever by virtue of the by-laws of an association provision is made for the election of directors of the association by members or delegates voting by districts, directors so chosen are deemed elected by all the members or delegates attending the said meeting to the same extent as if all the members or delegates had been present at such meeting.

29(4)An association, if it is a member of another association formed under this Act or of an association to which this Act or the Canada Cooperative Associations Act applies, may, in accordance with the provision of its by-laws, authorize such person as it thinks fit to act as its delegate at any meeting of such other association, and a person so authorized shall be entitled to exercise the same powers on behalf of the association which it represents as that association could exercise if it were a natural person.

29(5)Every association shall cause minutes of all proceedings of annual or special meetings to be entered in a book kept for that purpose and any such minutes if purporting to be signed by the chairman of the meeting at which the proceedings were had, or by the chairman of the next succeeding meeting, shall be prima facie proof of the proceedings.

29(6)The books containing the minutes of proceedings of any annual or special meeting of an association shall be kept at the registered office of the association and shall during at least two hours in each business day be open to the inspection of any member without charge.

30(1)A copy of every extraordinary resolution duly certified by the Secretary of the association shall within fifteen days from the passing thereof be forwarded to the Inspector, who upon approval thereof shall transmit the resolution to the Registrar who shall file the same.

30(2)If the Inspector does not approve the extraordinary resolution, he shall return the same to the association with a statement of his reasons for not approving thereof.

30(3)An extraordinary resolution shall not be valid unless and until it is filed with the Registrar.

31(1)The letters of incorporation of an association shall include or be accompanied by a list of the names and addresses of not fewer than three and not more than seven persons to be provisional directors of the association and the persons so named shall hold office until a board of directors is elected pursuant to subsection (2).

31(2)The members of every association shall within four months after the date of its incorporation elect a board of directors of such number of members and in such manner and for such term as is provided in the regulations, but in no case shall the board of directors be fewer than three duly qualified members.

31(3)Subject to the regulations and by-laws the affairs of an association shall be managed by the board of directors.

31(4)The qualifications, powers and duties of the directors shall be as set forth in the regulations and by-laws.

31(5)If a director fails to qualify himself for the office of director in accordance with the regulations and by-laws within two months after the date of his election or if he fails in the discharge of any of the duties of his office, the board of directors may declare his office vacant and the vacancy so created shall be filled by appointment by the remaining directors until the date of the next annual meeting or until such other date as may be fixed by the by-laws.

31(6)At any annual meeting or at a special meeting called for the purpose the members of the association by a vote of not less than two-thirds of the members who are present and entitled to vote may remove a director from office before his term of office has expired.

31(7)If a vacancy occurs in the board of directors by reason of death or resignation or other cause, the vacancy so created shall be filled by appointment by the remaining directors until the date of the next annual meeting or until such other date as may be fixed by the by-laws.

31(8)No act of the board shall be invalid by reason only of a defect in the appointment or qualification of any director or directors.

31(9)The board of directors shall cause minutes of all proceedings of directors’ meetings to be entered in a book kept for that purpose and any such minutes if purporting to be signed by the chairman of the meeting at which the proceedings were had, or by the chairman of the next succeeding meeting shall be prima facie proof of the proceedings.

31(10)The books containing the minutes of directors’ meetings shall be kept in the custody of such officer of the association as is designated in the by-laws and shall at least during two hours in each business day be open to the inspection of any director without charge.

32(1)Contracts on behalf of an association may be made as follows:

32(2)The association may make marketing contracts with any of its members or any group or class of its members requiring them to sell for a period of time not over five years all or any part of their products specified in the contracts, exclusively to or through the association or any agency created or indicated by the association.

32(3)Where a member of an association having entered into a marketing contract with the association does not, within twelve months of the date of the contract, make delivery of the products or commodities that he is required by the contract to deliver, that member may be excluded from membership in the association in accordance with subsection 27(2).

32(4)The board of directors shall have power from time to time by resolution to pay over to the members of the association such part of the price of the commodity or commodities so sold as it shall consider advisable, but such resolution is not deemed to create a debt due or payable by the association to the members or any of them.

34(1)Subject to the other provisions of this section and section 35 and 36, the net savings of the association or other amounts available for distribution by the association at the close of each fiscal year shall be paid or allocated in the manner set forth in the regulations and by-laws.

34(2)An association

34(3)An association shall not allocate or pay a patronage rebate which will create or increase a deficit.

34(4)Subject to the other provisions of this section and to the by-laws, the net savings arising from the business of an association in each fiscal year of the association shall be allocated, credited or paid to the members in proportion to the business done by each member with or through the association, at a rate in relation to the quantity, quality or value of the goods or products acquired, marketed, handled, dealt in or sold, or services rendered by the member or the association, from or on behalf of or to the member or to the association, whether as principal or as agent of the member or otherwise, with appropriate differences in the rate for different classes, grades or qualities thereof.

34(5)An association may by by-law provide that part of the savings referred to in subsection (1) may be allocated, credited or paid to patrons of the association at the same or at lesser rates than to members.

34(6)An association may by by-law provide that where the value of the goods or products acquired, marketed, handled, dealt in or sold, or services rendered by the association from or on behalf of or to any member or patron in any year does not exceed such amount as is specified in the by-law, no patronage rebate shall be allocated, credited or paid to such member or patron.

35(1)An association may by by-law provide that the whole, or such part as the directors may determine, of the patronage rebate of each member in respect of each fiscal year shall be applied to the purchase for the number of shares in the capital stock of the association; and any such by-law shall provide for the giving of notice to each member of the number of shares to be purchased for him thereunder, for the manner of issuance or transfer of shares thereunder and the payment therefor out of the patronage rebates of members and for the issuance and forwarding of certificates or statements to members representing shares so issued or transferred.

35(2)No member shall be required under this section to purchase shares in the capital stock of an association at a price in excess of the par value thereof.

36(1)An association may enact by-laws requiring its members to lend to it the whole or such part as the directors may determine of the patronage rebates to which they may become entitled in each fiscal year, upon such terms and at such rate of interest as the directors may determine but not exceeding such rate of interest as is provided in any such by-law.

36(2)Where an association is insolvent, no member shall be required under this section to lend its patronage rebate to the association and no member shall be required under section 35 to purchase shares in the capital stock of the association.

36(3)Section 35 and this section shall not prevent a member of an association from receiving that portion of his patronage rebates that has not been appropriated to loans to the association or to the purchase of shares of the association in accordance with its by-laws.

37(1)Notwithstanding any other Act of this Province, the allocation or payment by an association of its net savings or any other amount available for distribution or any part of the savings or other amount to or among its members or patrons does not constitute

37(2)Where members of an association are required by a marketing plan established under an Act of the Legislature or the Parliament of Canada, to sell or deliver goods or render services to or for a marketing board, for the purpose of distributing the net savings of the association to the members thereof in accordance with this Act, the members are deemed to have sold, delivered or rendered those goods or services to the association.

38(1)The members or shareholders of every association shall at each annual meeting appoint an auditor or auditors to hold office until the next annual meeting, if, however, the auditor or auditors so appointed are approved by the Inspector.

38(1.1)Notwithstanding subsection (1), the members or shareholders of an association

38(1.2)A resolution adopted under subsection (1.1) by the members or shareholders of an association with a business volume of more than fifty thousand dollars for the previous fiscal year is valid only when approved by the Inspector.

38(1.3)The Inspector may, when he approves a resolution under subsection (1.1), impose terms and conditions with which the association shall comply during the period in which there is no auditor.

38(1.4)Subject to subsection (1.2), a resolution adopted under subsection (1.1) is valid only until the next succeeding annual meeting of shareholders or members.

38(2)Subject to subsection (1.1), if an appointment of an auditor is not made at an annual meeting or if a vacancy occurs in the office of auditor the directors of the association shall, with the approval of the Inspector, appoint an auditor of the association to hold office until the next annual meeting.

38(3)The first auditor or auditors of the association may, with the approval of the Inspector, be appointed by the board of directors at any time before the first annual meeting and auditors so appointed shall hold office until that meeting.

38(4)The shareholders or members may, by extraordinary resolution passed at a special meeting duly called for the purpose, remove an auditor before the expiration of his term of office, and appoint another auditor in his stead for the remainder of his term.

38(5)Before calling a special meeting for the purpose specified in subsection (4), the association shall, fifteen days or more before the mailing of the notice of the meeting, give to the auditor

38(6)The auditor has the right to make to the association, three days or more before the mailing of the notice of the meeting, representations in writing concerning

38(7)None of the following persons shall be qualified for appointment as auditor of an association:

38(8)An auditor who has any financial interest in an association shall disclose this interest to the Inspector before accepting engagement as auditor of that association.

38(9)The auditor or auditors shall make a report to the members on the accounts examined by them and on every set of financial statements laid before the association in the annual meeting during their tenure of office, and the report shall state

38(10)Every auditor of an association shall have a right of access at all times to the books and accounts and vouchers of the association, and shall be entitled to require from the directors and officers of the association such information and explanation as may be necessary for the performance of the duties of the auditors, and they shall be entitled to attend any annual or special meeting of the association at which any accounts which have been examined or reported on by them are to be laid before the association and to make any statement or explanation they desire with respect to the accounts.

38(11)The auditor shall make such examination as will enable him to report to the members as required by subsection (9) and shall also report any event, action or happening not in accordance with law to the association and the Inspector.

38(12)No auditor shall wilfully fail to report on the accounts of an association as required by subsection (9).

38(13)The Inspector may at any time appoint an auditor to make an audit of the financial affairs of an association and to submit a report of the audit to the Inspector.

38(14)An auditor appointed under subsection (13) has all the powers and privileges of an auditor appointed by the association or by the directors and may be paid by the Commission such fees and expenses as the Commission determines.

39(1)Subject to the approval of the Commission, the Inspector may appoint a person of proven ability in the management of an association as an administrator to assume control of the affairs of an association where, following an audit or examination of the affairs and business transactions of that association, the Inspector is of the opinion that the financial position of the association necessitates the appointment.

39(2)Every person appointed as an administrator of an association under this section shall have all the powers, privileges and immunities of the board of directors of that association and in addition shall have the power to secure, by the pledging of any asset of the association including those assets held in trust, any liability for the repayment of money borrowed.

39(3)Where an administrator of an association is appointed under this section, the board of directors of that association shall not exercise any of the powers conferred on them under this Act, the regulations or any by-law made thereunder for the period of time that the administrator remains in control of the affairs of the association.

39(4)The administrator of an association shall take all steps necessary

39(5)The administrator of an association appointed under this section may have access to any book, record or document of the association and to any cash or security held by the association.

39(6)The administrator shall control the affairs of the association

39(7)The administrator shall be remunerated, and the expenses of administration shall be paid out of the funds of the association in a manner and amount approved by the Inspector.

40(1)Every association shall cause to be kept at its registered office or at such other place as the board of directors may direct, proper books of account with respect to

40(2)The board of directors shall lay before the association at each annual meeting and at such other times as the by-laws may provide the audited financial statements and accompanying auditor’s report for each fiscal year and such other periods as may be set forth in the by-laws.

41(1)Every association shall within two weeks after the annual meeting send to the Inspector a general statement in such form and including such details as he may require of the affairs of the association, and

41(2)Every association shall provide the Inspector with notice of all annual or special meetings accompanied by a copy of the agenda and, for those meetings where financial statements are to be discussed, a copy of those financial statements.

42(1)Any two or more associations incorporated under this Act or to which this Act applies may amalgamate and continue as one association.

42(2)The associations proposing to amalgamate may enter into an amalgamation agreement, which shall prescribe the terms and conditions of the amalgamation and the mode of carrying the amalgamation into effect.

42(3)The amalgamation agreement shall further set out

42(4)The amalgamation agreement shall be submitted to the Inspector and the members of each amalgamating association at special meetings thereof called for the purpose of considering the agreement and, if the amalgamation agreement is approved by an extraordinary resolution of each association and by the Inspector,

42(5)Where the amalgamating agreement is deemed to have been adopted, the amalgamating associations may apply to the Inspector for an order approving the amalgamation.

42(6)On receipt of the amalgamation agreement, the approving order and any documents required, the Registrar shall issue a certificate of amalgamation certifying that the amalgamating associations have amalgamated.

42(7)On and from the date of the certificate of amalgamation, the amalgamating associations are amalgamated and are continued as one association, hereinafter called the “amalgamated association” under the name and having the objects and share capital or membership fees specified in the amalgamation agreement.

42(8)The amalgamated association thereafter possesses all the property, rights, privileges and franchises, and is subject to all the liabilities, contracts and debts of each of the amalgamating associations, and all the provisions of the amalgamation agreement respecting the name of the amalgamated association, its objects and share capital or membership fees shall be deemed to constitute the letters of incorporation of the amalgamated association.

42(9)Subject to the right to make by-laws, the by-laws of the amalgamated association shall be the regulations.

43(1)Subject to the approval of the Inspector, an association may be dissolved by an extraordinary resolution.

43(2)The resolution shall set forth in detail the assets, liabilities, and members’ equity as shown by the records of the association and an estimate of the realizable value of the assets and the claims of the creditors and members.

43(3)A statutory declaration shall be made by the president and secretary of the association that this Act has been complied with, and shall be sent to the Inspector with a copy of the resolution certified by the president and secretary to be a true copy.

43(4)The Inspector, if he approves the resolution, shall cause a notice of dissolution to be filed with the Registrar and advertised at the expense of the association in The Royal Gazette and in a newspaper circulating in the district in which the head office of the association is situated.

43(5)Before approving of dissolution, the Inspector may require evidence that those voting for the resolution represent at least twenty-five per cent of the members’ total equity in the association.

43(6)Where the Inspector does not approve of the resolution on the ground that it did not receive the approval of those representing at least twenty-five per cent of the members’ equity or on such other grounds as may to him appear reasonable, he may request the directors to call a special meeting of the members to reconsider the resolution.

43(7)Distribution of the assets of the association shall not be made until six weeks after publication of the latest advertisement of dissolution, and if, in the meantime, any new valid claims have been discovered, the amount of those claims shall be deducted from the amount of undistributed surplus set forth in the resolution.

43(8)If the new valid claims referred to in subsection (7) amount to more than the amount of undistributed surplus, the whole matter shall then be referred to the Inspector who may refuse dissolution proceedings under this section.

43(9)The Inspector may require annual or other returns showing progress of dissolution, the distribution of any surplus, or the progress of the administration of any trust in accordance with this section.

43(10)When the holder or holders of any claims against the association, whether for debt, share capital invested or otherwise, cannot be discovered after reasonable investigation, the directors may deposit the amount of those claims in a chartered bank or credit union and, unless claimed by the holder or holders within a period of three years after the deposit, the directors may, with the approval of the Inspector, pay such amounts with any interest accrued thereon to such organizations or associations or for such purposes as are prescribed by the regulations.

43(11)When the affairs of an association have been wound up, a statutory declaration shall be made by the liquidator or liquidators of the association and forwarded to the Inspector and the Registrar stating that the affairs of the association have been wound up and that the provisions of this Act with respect to the dissolution of the association and the winding up of its affairs have been complied with.

43(12)Where an association is dissolved by an extraordinary resolution of the members, the members may appoint one or more liquidators approved by the Inspector to wind up the affairs of the association in accordance with the resolution and this Act, and the costs and expenses incurred in connection with the winding up shall be paid out of the funds of the association.

43(13)If the members of an association do not appoint a liquidator or liquidators at the time the extraordinary resolution to dissolve the association is passed, the Inspector shall, upon approving the resolution, appoint a liquidator or liquidators to wind up the affairs of the association in accordance with the resolution and this Act, and the costs and expenses incurred in connection with the winding up shall be paid out of the funds of the association.

43(14)Any amount remaining after providing for all claims of creditors and members shall be paid out in accordance with the regulations.

44(1)When the Inspector has reasonable cause to believe that an association is not carrying on business or is not in operation, he shall send to the secretary of the association, by post, a letter inquiring whether the association is carrying on business or is in operation.

44(2)If the Inspector does not within one month of sending the letter receive an answer thereto, he shall within fourteen days after the expiration of the month send to the secretary of the association by post, a registered letter, referring to the first letter and stating that no answer thereto has been received and that if an answer is not received to the second letter within one month from the date thereof, a notice will be published in The Royal Gazette with a view to striking the name of the association off the register.

44(3)If the Inspector receives an answer from the association to the effect that it is not carrying on business or in operation, or does not within one month after sending the second letter receive an answer thereto, the Inspector may publish in The Royal Gazette and send to the association a notice that at the expiration of one month from the date of that notice, the name of the association mentioned therein will, unless cause is shown to the contrary, be struck off the register and the association dissolved.

44(4)At the expiration of the time mentioned in the notice, the Inspector may, unless cause to the contrary is previously shown by the association, notify the Registrar who shall strike the name of the association off the register, and in such cases the Registrar shall publish notice thereof in The Royal Gazette, whereupon the association shall be dissolved.

44(5)Subsections 43(9), (10), and (11) apply in the case of a dissolution under this section.

44(6)Where an association is dissolved under this section, subsection 43(14) applies to the distribution of any undistributed surplus that remains after the claims of creditors, if any, and members’ equity including amounts paid on shares or membership certificates or loaned to the association through the retention of patronage rebates or otherwise, have been provided for.

44.1(1)Where an association is dissolved under section 44, any interested person may apply to the Registrar to have the association revived.

44.1(2)Upon receipt of the application for revival, the Registrar may, upon good cause shown, re-register the association.

44.1(3)On registration of the application for revival, the Registrar shall issue a certificate under his hand to the effect that the association is revived under the Act.

44.1(4)From the date of the revival mentioned in the certificate issued under subsection (3), the association has all the rights and privileges and is liable for the obligations that it would have had if it had not been dissolved.

45(1)The Commission may direct the Inspector to dissolve by order an association to which this Act applies if the Commission is satisfied that

45(2)The Inspector shall give the association not less than three months notice of the proposed dissolution, specifying the reason therefor and stating that unless cause is shown to the contrary within the said period, the name of the association shall be struck off the register and the association dissolved.

45(3)At the expiration of the time mentioned in the notice, the Inspector may, unless cause is shown to the contrary, notify the Registrar who shall strike the name of the association off the register, and in such case the Registrar shall publish notice thereof in The Royal Gazette, whereupon the association shall be dissolved.

46(1)If an association fails to maintain the books of account referred to in section 40, or to lay before the members the audited financial statement or information in accordance with that section or to send to the Inspector the audited financial statement or information required by section 41, the Inspector may, unless the association furnishes satisfactory reasons for delaying the preparation of the financial statement or information and its presentation to an annual meeting for an additional period not exceeding three months, require the directors to call a special meeting of the association for the purpose of considering the business transacted during the preceding fiscal year and arrangements for furnishing to the members and to the Inspector the information specified in sections 40 and 41.

46(2)If the directors fail to call a special meeting of the association the Inspector may call a special meeting to review the financial position of the association and the members’ interests therein, and to ascertain whether the members desire to continue the association in operation and to comply with sections 40 and 41.

46(3)If a quorum of members is not present at a special meeting called under subsection (2), or if the members fail to pass a resolution to the effect that the association shall carry on business with an accounting to the members as provided in section 40, the Inspector may notify the directors by registered mail that unless the said section is complied with within one month from the date of the notice, the association will be struck off the register and dissolved.

46(4)The Inspector may, at his discretion, extend the period mentioned in subsection (3), but if the default is not remedied in accordance with the notice or within the extended time, as the case may be, the Inspector shall notify the Registrar who shall strike the name of the association off the register, and, in such case, the Registrar shall publish notice thereof in The Royal Gazette, whereupon the association shall be dissolved.

46(5)If an association that has been struck off the register in accordance with this section subsequently complies with section 40 by furnishing to the members the information prescribed for the period of default and the members pass a resolution requesting that the association be restored to the register, the Inspector shall, if he receives a satisfactory return for the period of default, request the Registrar to restore the association to the register upon payment of the fees prescribed for that purpose and publish in The Royal Gazette a notice that the name of the association has been restored to the register and thereupon the association shall be deemed to have continued in existence, and the association and all persons shall be in the same position as if the name of the association had never been struck off.

46(6)Where an association is dissolved under this section and has not been restored to the register pursuant to subsection (5), subsections 43(9), (10) and (11) and subsection 44(6) apply.

50(1)If two or more liquidators are appointed all the provisions herein in reference to a liquidator shall apply to the liquidators.

50(2)Upon the appointment of a liquidator under subsection 43(12) or (13) or section 47, all the powers of the directors shall cease except in so far as the liquidator sanctions the continuance of those powers.

50(3)Where several liquidators are appointed, every power hereby given may be exercised by such one or more of them as may be determined at the time of their appointment or, in default of such determination, by any number of the liquidators not less than two.

50(4)The members of an association may, at the time they appoint a liquidator or at a subsequent general meeting, pass a resolution or order directing the liquidator how to dispose of the property, real or personal, of the association; and in default of their doing so the liquidator shall be subject to the directions, orders and instructions of the Inspector with regard to the mode, terms and conditions on which he may dispose of the whole or any part of the property of the association.

50(5)If a vacancy in the office of liquidators occurs by reason of death, resignation or otherwise, the Inspector may appoint another person to fill the vacancy.

50(6)In all proceedings connected with the association, the liquidator shall be described as the liquidator of the association and not by his individual name.

51(1)The liquidator, upon his appointment, shall take into his custody or under his control all the property, effects and things in action to which the association is or appears to be entitled.

51(2)The liquidator shall, within sixty days after his appointment, prepare a statement of the value of the assets, liabilities and members’ equity as shown by the records of the association and an estimate of the realizable assets and the claims of the creditors and members, and shall forthwith send a copy thereof to the inspector.

51(3)The liquidator may

51(5)The liquidator shall not purchase directly or indirectly any part of the stock-in-trade, debts or assets of any description of the association.

51(6)The liquidator shall deposit in a financial institution all sums of money in his control belonging to the association whenever those sums exceed one hundred dollars in amount.

51(7)Such deposits shall not be made in the name of the liquidator generally but a separate deposit account shall be kept for the association of the money belonging to the association, in the name of the liquidator as such.

51(8)The liquidator shall furnish to the Inspector such annual or other returns as he may require showing the progress of the winding up, the distribution of any surplus and any other information he may require.

52(1)The liquidator may fix a certain day on or before which creditors of the association and others having claims thereon are to make their claims and shall publish a notice to that effect in a newspaper in general circulation in the Province.

52(2)The day fixed under subsection (1) shall be not less than two months from the first publication of the notice of such day.

52(3)Where the liquidator has given notice of such day by publication in an issue of a newspaper published at or nearest to the chief place of business of the association in each of the first four weeks of the said period of two months, the liquidator shall, at the expiration of the time named for sending in such claims, be at liberty to distribute the assets of the association, or any part thereof among the parties entitled thereto, having regard to the claims of which the liquidator then has notice, and the liquidator shall not be liable for the assets or any part thereof so distributed to any person of whose claim the liquidator had not notice at the time of distribution; but nothing in this Act shall prejudice the right of any creditor or claimant to follow assets into the hands of any person who has received them.

56(1)When the affairs of an association have been wound up a statutory declaration to that effect shall be made by the liquidator and forwarded to the Inspector.

56(2)The liquidator shall state in the declaration made under subsection (1) that the affairs of the association have been wound up and that the provisions of this Act with respect to the winding up of the association have been complied with.

56(3)The liquidator shall prepare and file with the Inspector together with the said declaration a detailed statement showing all receipts and disbursements and such other information as the Inspector may require.

59.1(1)A person who does any of the following commits an offence, and is liable on conviction, for each offence, if an individual, to a fine of not more than $50,000 or to imprisonment for a term of not more than one year, or to both, and if a person other than an individual, to a fine of not more than $250,000:

59.1(2)Without limiting the availability of other defences, no person commits an offence under paragraph (1)(c) or (d) if

59.2(1)No association shall make any false, misleading or deceptive statements in any advertisement, circular, pamphlet or similar material prepared or used in respect of a regulated activity.

59.2(2)If, in the opinion of the Inspector, an association has made a false, misleading or deceptive statement in any advertisement, circular, pamphlet or similar material referred to in subsection (1), the Inspector may order the association to stop using that material immediately.

59.3(1)On the application of the Commission, the Tribunal may make one or more of the following orders if the Tribunal considers it expedient for the administration of this Act or the regulations or to assist in the administration of similar legislation of another jurisdiction:

59.3(2)An order under subsection (1) that names a financial institution shall apply only to the branches of the financial institution identified in the order.

59.3(3)An order under subsection (1) is effective for seven days after its making, but the Commission may apply to the Court of Queen’s Bench to continue the order or for any other order that the Court of Queen’s Bench considers appropriate.

59.3(4)An order under subsection (1) may be made ex parte but, in that event, copies of the order shall be sent without delay by any means that the Tribunal determines to all persons named in the order.

59.3(5)A person in receipt of an order under subsection (1) who is in doubt as to the application of the order to any funds, securities or property or as to a claim being made to that person by any person not named in the order may apply to the Tribunal for direction or clarification.

59.3(6)The Tribunal, on the application of the Commission or of a person directly affected by the order, may revoke an order under subsection (1) or permit the release of any funds, securities or property in respect of which the order was made.

59.3(7)A notice of an order under subsection (1) may be registered or recorded against the lands or claims identified in the order by submitting the notice to the appropriate registry office established under the Registry Act or to the appropriate land titles office established under the Land Titles Act.

59.3(8)The Tribunal may order a notice submitted under subsection (7) to be revoked or modified and, if an order is made, the Commission shall submit a copy of the revocation or modification to the appropriate registry office or land titles office.

59.3(9)On submission of a notice under subsection (7) or a copy of a written revocation or modification under subsection (8), the notice or the copy of the revocation or modification shall be registered or recorded in the registry office or land titles office, as the case may be, by the registrar and has the same effect as the registration or recording of a certificate of pending litigation.

59.4(1)On the application of the Commission, the Tribunal, if in its opinion it is in the public interest to do so, may make one or more of the following orders:

59.4(2)The Tribunal may impose any terms and conditions that the Tribunal considers appropriate on an order under this section.

59.4(3)A person who is the subject of an order made under this section shall comply with any terms and conditions imposed on the order.

59.4(4)Unless the parties and the Tribunal consent, no order shall be made under this section without a hearing.

59.4(5)Despite subsection (4), if in the opinion of the Tribunal the length of time required to hold a hearing could be prejudicial to the public interest, the Tribunal, without a hearing, may make a temporary order under paragraph (1)(a), (b) or (e).

59.4(6)The temporary order shall take effect immediately and shall expire on the fifteenth day after its making unless extended by the Tribunal.

59.4(7)The Tribunal may extend a temporary order until the hearing is concluded if a hearing is commenced within the 15-day period.

59.4(8)The Commission shall without delay give written notice of an order or temporary order made under this section to any person directly affected by the order or temporary order.

59.5(1)On the application of the Commission and after conducting a hearing, the Tribunal may order a person to pay an administrative penalty of, in the case of an individual, not more than $25,000, and in the case of a person other than an individual, not more than $100,000, if the Tribunal

59.5(2)The Tribunal may make an order under this section despite the imposition of any other penalty on the person or the making of any other order by the Tribunal, the Commission or the Inspector related to the same matter.

59.7(1)Despite any other provision of this Act or the regulations, an administrative proceeding conducted by the Commission, the Tribunal or the Inspector under this Act or the regulations may be disposed of by

59.7(2)An agreement, written undertaking or decision made, accepted or approved under subsection (1) may be enforced in the same manner as a decision made by the Commission, the Tribunal or the Inspector under any other provision of this Act or under the regulations.

61.1(1)A person who is directly affected by a decision of the Inspector or the Registrar may appeal the decision to the Tribunal within 30 days after the date of the decision.

61.1(2)Despite subsection (1), the Tribunal may extend the period for appealing a decision, before or after the expiration of the time, if it is satisfied that there are reasonable grounds for an extension.