S-24 - Act respecting cooperative agricultural associations

Replaced on 21 December 1983

This document has official status.

chapter S-24

Act respecting cooperative agricultural associations

Chapter S-24 is replaced by the Cooperatives Act (chapter C-67.2). (1982, c. 26, s. 325).

1982, c. 26, s. 325.

1. The Minister of Financial Institutions and Cooperatives shall have charge of the carrying out of this act.

R. S. 1964, c. 124, s. 1; 1966-67, c. 72, s. 23; 1975, c. 76, s. 11; 1981, c. 9, s. 24.

The duties entrusted to the Minister of Financial Institutions and Cooperatives by this Act are transferred to the Minister of Finance. O.C. 521-83 of 23.03.83, (1983) G.O. 2 (French), 1639.

2. The Minister of Financial Institutions and Cooperatives may authorize the formation, in Québec, of one or more associations having for their objects one or more or all of the following: the improvement and development of agriculture or of any of its branches, the manufacture of butter or cheese or both, the sale, purchase and transportation of live stock, farm implements, commercial fertilizers and other articles useful to the agricultural classes, and the purchase, preservation, transformation, sale and transportation of agricultural products, under such name as its founders may choose, provided that such name as a whole cannot be confounded with that of any other existing association.

R. S. 1964, c. 124, s. 2; 1966-67, c. 72, s. 23; 1975, c. 76, s. 11; 1981, c. 9, s. 24.

3. The association shall consist of at least twenty-five persons who sign a declaration in conformity with form No. 1. Such persons shall be designated by the name of “shareholder-producers”. An association for a special object may, however, with the approval of the Minister of Financial Institutions and Cooperatives, be formed of a number of persons less than twenty-five.

The association may allow any persons to join it who, designated by the name of “affiliated producers”, shall have become members upon the payment of an annual contribution of two dollars. The affiliated producers shall be subject to the obligations and may benefit from the advantages which, in both cases, shall be determined by the board of directors. They shall neither attend nor vote at general meetings.

The association shall also include the subscribers to preferred shares, who shall be subject to the provisions of the second paragraph of subsection 1 of section 5.

R. S. 1964, c. 124, s. 3; 1966-67, c. 72, s. 23; 1975, c. 76, s. 11; 1981, c. 9, s. 24.

4. Each association shall be a joint-stock company, the responsibility of its members or shareholders being limited to the amount of their respective holdings.

The cooperative activities of an association shall not be deemed to constitute the carrying on of trade or a means of earning a profit.

R. S. 1964, c. 124, s. 4.

5. (1)  The amount of each ordinary share shall be ten dollars, payable in accordance with the by-laws or, failing a by-law, in four annual and equal instalments, whereof the first shall be paid not later than one month after the date of subscription. The association may pay interest on such shares at a rate not exceeding six per cent per annum.

If so authorized by by-law, the board of directors may issue preferred shares. It shall fix the amount, the conditions of redemption and the privileges, rights and restrictions thereof. It shall determine the rate of interest thereon, which shall not exceed seven per cent per annum.

The holders of preferred shares shall not be entitled, as such, to receive notice of or to attend meetings of the association, to vote thereat or to hold any office in the association.

(2)  A cooperative agricultural association created between the 14th of February, 1920 and the 29th of December, 1922, which has issued shares of twenty dollars, may, by a by-law adopted at the annual meeting or at a special general meeting of the shareholders, decide to replace each of such shares of twenty dollars by two shares of ten dollars each, and enact that in future the shares to be issued shall be of ten dollars.

(3)  The association shall not commence operations until at least one-fourth of the amount of subscribed ordinary shares has been paid.

(4)  A shareholder shall be always at liberty to pay in advance, and the interest may be paid him out of the amount paid in advance, for the time to run from the date of payment to that of maturity.

(5)  The association may, two months after notice sent by registered or certified envelope to the registered holder at his last known address, summarily confiscate all the shares upon which no instalment has been paid for two years, and may dispose of such shares in the manner prescribed by by-law adopted by the directors.

(6)  To become a shareholder, a producer must

(a)  subscribe for at least five ordinary shares or such number of shares exceeding five as is fixed by by-law;

(b)  agree by contract, for a period of at least three years, to deliver, sell, purchase or receive certain products or services through the association;

(c)  be admitted by the board of directors.

No one, however, shall be admitted as a shareholder if he carries on any activity which competes with that of the association.

However, and under reserve of section 31, the associations formed prior to the fourth of April, 1930 shall continue to be governed by the provisions of the act in force before such date respecting the subscription for shares exigible from their shareholders.

(7)  A cooperative agricultural association may subscribe for and acquire ordinary or preferred shares in La Société coopérative fédérée des agriculteurs de la province de Québec in as large number as the charter and the by-laws of the latter permit.

(8)  The Board of directors of a cooperative agricultural association may, by agreement, bind itself towards the Société coopérative fédérée des agriculteurs de la province de Québec to subscribe to and pay on the capital stock of the said Société coopérative fédérée a proportion of the amount of its own ordinary shares paid-up at the date of the agreement, as well as of its ordinary shares which will thereafter be paid-up; the board of directors of the cooperative agricultural association shall bind itself, under the same agreement, to make its purchases and its sales through the intermediary of the Société coopérative fédérée des agriculteurs de la province de Québec.

R. S. 1964, c. 124, s. 5; 1975, c. 83, s. 84.

6. The capital of the association shall be variable.

Shares shall be in the name of the holder, and be transferable on performance of the formalities prescribed by the by-laws of the association. Nevertheless, they may be transferred only to a transferee who has been accepted by the directors of the association.

R. S. 1964, c. 124, s. 6.

7. (1)  The memorandum must be signed in duplicate by the founders in the presence of a witness. One of such duplicates shall be sent to the Minister of Financial Institutions and Cooperatives, who, if he think fit to authorize the formation of the association, shall cause to be published once in the Gazette officielle du Québec a notice, according to form 2, of the formation of the association, and a notice according to form 3 shall be at once sent to the prothonotary of the district and to the registrar of the registration division in which the association is formed.

(2)  The association shall consist of the persons who have signed the declaration mentioned in section 3 and of all who may afterwards subscribe for ordinary shares in the association.

R. S. 1964, c. 124, s. 7; 1966-67, c. 72, s. 23; 1975, c. 76, s. 11; 1981, c. 9, s. 24.

8. From and after the publication in the Gazette officielle du Québec of the notice of formation of a cooperative agricultural association, such association shall be a corporation within the meaning of the Civil Code.

The Minister of Financial Institutions and Cooperatives, on the application of the board of directors, may change the name of the association, its corporate seat or its object by a notice published in the Gazette officielle du Québec.

R. S. 1964, c. 124, s. 8; 1966-67, c. 72, s. 23; 1973, c. 25, s. 1; 1975, c. 76, s. 11; 1981, c. 9, s. 24.

9. A cooperative agricultural association shall possess the rights and powers of a corporation within the meaning of the Civil Code and may in particular

(a)  acquire and hold immoveables, and sell, hypothecate, lease or otherwise dispose of the same;

(b)  give in payment for a portion, up to ten per cent, of the price of products delivered to it or of services rendered to it, loan certificates, shares, bonds or other securities of the association;

(c)  invest its available funds in accordance with paragraphs a to g of article 981o of the Civil Code or in loans to the Société coopérative fédérée des agriculteurs de la province de Québec or to any cooperative agricultural association;

(d)  acquire shares of any credit union governed by the Savings and Credit Unions Act (chapter C-4);

(e)  acquire, in whole or in part, assuming the obligations connected therewith, the assets, stock or shares of any person, association or corporation having objects similar or related to those which it is itself authorized to pursue;

(f)  have business offices in various places in Québec;

(g)  subscribe or guarantee funds for purposes of cooperative publicity and education or for charitable, benevolent, artistic or educational purposes;

(h)  exercise as mandatary the powers that it is authorized to exercise as principal;

(i)  issue, endorse and accept promissory notes, bills of exchange, drafts and other negotiable instruments;

(j)  borrow, or hypothecate its immoveables and pledge its moveables as security;

(k)  issue bonds and, to secure payment thereof, hypothecate, mortgage or pledge its moveable and immoveable property, present or future, and convey and transfer the same to a trustee, in accordance with Division VII of the Special Corporate Powers Act (chapter P-16);

(l)  sell, exchange or pledge any bonds so issued.

R. S. 1964, c. 124, s. 9; 1966-67, c. 82, s. 1; 1977, c. 5, s. 14; 1982, c. 48, s. 347.

10. The contracts or engagements undertaken in favour of a cooperative association before the incorporation thereof shall be valid and be binding upon those who have signed them, unless they be disavowed at the first meeting following the incorporation of the said association.

R. S. 1964, c. 124, s. 10.

11. The association shall be managed by a board of five directors. Such number may be increased to seven when the association consists of more than two hundred members, and to fifteen when it consists of more than five hundred. The majority of the directors shall constitute a quorum. The directors shall remain in office until the election of their successors at the annual general meeting. They shall be eligible for reelection.

They shall hold their meetings according to adjournment or according to the written notice given to each of them by order of the president or, in his absence, by order of the vice-president or of two members of the board, at least six days previous to that of the meetings. Such notice may be given by post-paid letter addressed to each director and deposited at a post-office in Québec, at least six days before such meeting.

The directors may hold their meetings at the principal place of business of the association or at any other place in Québec.

The directors may, at any meeting, adopt by-laws for the government of the association, and amend or repeal the same, provided such by-laws do not conflict with those adopted at the general meetings of the association.

R. S. 1964, c. 124, s. 11.

12. The association, or its board of directors, may make, amend or repeal, among others, by-laws respecting the admission of shareholders, the transfer of shares and the maximum number of shares for which a shareholder may subscribe.

R. S. 1964, c. 124, s. 12.

13. (1)  The board of directors of the association shall, in accordance with the provisions of this act and the by-laws of the association, administer all matters relating to the interests of the society, and, among other things, may:

(a)  Determine the conditions of any contract, being particularly careful to see that the interests of the association are protected. It shall require that the shareholder-producers bind themselves by contract in favour of their cooperative agricultural association for a period of at least three years, to deliver, sell, purchase or receive, through the latter, certain products or services. It must also exact the same undertaking from the affiliated producers;

(b)  Hypothecate the immoveables of the association in order to secure the payment of any debt or loan or the execution of any other obligation of the association, borrow money, dispose of, assign or transfer as security, for any sum borrowed or any security supplied, any of the securities or property of the association, either with or without power of sale, or upon any other special conditions considered suitable and useful, and give, if need be, in order to guarantee a loan, a pledge of the farm products and animals received on consignment from affiliated producers as well as from producers who are shareholders, provided that the board of directors of the association have been authorized to such effect by a vote of at least two thirds of the members present at the annual meeting or at a special meeting convened for such purpose;

(c)  Acquire moveables, live stock and immoveables, and resell the same;

(d)  Authorize all legal and judicial proceedings;

(e)  Transfer, in whole or in part, to a financial institution or to any other person, upon the conditions thought proper, the instalments due or to become due upon the shares subscribed by the shareholders, as collateral security for the payment of any loan made to the association by note or otherwise. Such transfer may also be made to any person whether he be or be not a director or officer of the association, who becomes or has become or undertakes to become surety of the association for the performance of obligations undertaken or to be undertaken by the association.

Any transfer made in virtue of this sub-paragraph e may be made by notarial instrument or in duplicate before witnesses, and shall be registered by deposit. It may be signified by means of a notice drawn up according to form 4, and addressed to each shareholder by registered or certified letter. The notary or bailiff who so signifies a transfer shall draw up a report thereof, a copy or duplicate of which shall be delivered to the association. The acknowledgments of receipt or notices of delivery signed by the postmaster shall be annexed to the original of the report or to one of the duplicates, and neither the notary nor the bailiff need deliver copies of them to the association. Nevertheless, the bailiff who draws up a return shall deliver to the transferee the duplicates to which the acknowledgments of receipt or notices of delivery are annexed.

Any person consenting to the cancellation of any such transfer shall have a notice of such cancellation served upon the shareholders. The notice of such cancellation shall be served in one or other of the manners mentioned in the last paragraph.

Every transferee who collects instalments in virtue of such a transfer shall give a receipt therefor in duplicate, a copy of which shall be delivered to the treasurer of the association. Mention of such receipt shall be made by the treasurer in the books of the association.

(2)  The total amount of the sums borrowed shall never exceed four times the aggregate amount of the subscribed shares and reserve fund.

R. S. 1964, c. 124, s. 13; 1975, c. 83, s. 84, s. 85.

14. In the case of a shareholder-producer neglecting or refusing to fulfil the provisions of the contract which binds him to the cooperative association of which he is a member, or if, at the expiration of such contract, he neglects or refuses to enter into another contract for a further period of three years, the board of directors may, if it deems it expedient, strike off such shareholder-producer from the list of members of the cooperative and convert his ordinary shares into preferred shares.

No such preferred shares may again become ordinary shares. The holder of such shares, in order to again become a member of the cooperative, must subscribe for new ordinary shares, as if he had never been a member of such cooperative.

R. S. 1964, c. 124, s. 14.

15. Any association may cause to be sold, by auction or otherwise, by any person, whether licensed or not, and without payment of the duties required by law in such circumstances, registered thoroughbred stock belonging to it, upon the conditions fixed by the board of directors.

Any association may also cause to be sold by auction, by any person licensed or not licensed, and without payment of the duties required by law in such circumstances, the butter and the cheese belonging to the association or to any member or members thereof, or coming from factories the owners whereof or the maker wherein is a member of the association, and all other agricultural products.

R. S. 1964, c. 124, s. 15.

16. The association may receive premiums from agricultural societies, farmers’ clubs, breeding syndicates, or societies for the manufacture of dairy products, for the use of registered thoroughbred brood stock, on terms to be settled in writing by the directors of such societies.

It may also hold competitions for stock and give prizes or premiums for the keeping thereof.

R. S. 1964, c. 124, s. 16.

17. (1)  The board of directors shall every year elect a president and vice-president from among its members, at its first meeting following the annual general meeting.

(2)  Such meeting of the board of directors may be held during the annual general meeting or immediately afterwards, upon oral notice given at such meeting, provided there be a quorum.

(3)  The president and vice-president of the board of directors shall be the president and vice-president of the association.

(4)  The board of directors shall appoint a secretary-treasurer and fix the amount of his remuneration.

(5)  The services of a member of the board of directors shall be gratuitous. Nevertheless the expenses incurred by a member of the board of directors in the performance of his duties, authorized or ratified by the board of directors, may be refunded to him.

(6)  The president may nevertheless be appointed manager of the association, and receive such remuneration as may be fixed by the board of directors, unless such appointment be contrary to any by-law of the association.

(7)  The manager and the secretary-treasurer may be chosen outside of the members of the association. In such case they shall not be entitled to vote at meetings of the board of directors.

(8)  In case of a vacancy in the board of directors, the remaining members shall fill such vacancy for the remainder of the term.

R. S. 1964, c. 124, s. 17.

18. When the board of directors is composed of fifteen directors, the general meeting, by by-law, may form an executive committee whose powers and duties it shall determine.

Such committee shall be composed of five persons the majority of whom shall be chosen from among the directors by the board of directors which shall designate the chairman thereof.

Three members of the committee, including at least two directors, shall constitute a quorum and decisions shall be taken by a majority of the members present.

The general meeting may grant, each year, a remuneration to the members of the executive committee.

The executive committee shall exercise its powers under the control of the board of directors, and the board may, at any time, for reasons it deems sufficient, replace any member of the committee.

R. S. 1964, c. 124, s. 18.

19. (1)  The general meeting shall consist of all shareholder-producers. When, however, the members of a cooperative association exceed one hundred shareholder-producers, the board of directors may, for the purpose of reducing the number of members of a general meeting, pass a by-law by which the territory of the association shall be so divided that each such division shall elect one or more delegates. Such delegates shall represent their division at the general meeting and shall be entitled to as many votes as there are shareholder-producers in the said division.

(2)  A general meeting shall be held every year on the date and at the place fixed by the by-laws of the association or, in the absence of such provisions, in the month of January on the date and at the place determined by the directors.

(3)  The general meeting shall elect the members of the board of directors and an auditor. All such persons shall remain in office until their successors are elected at the next annual general meeting.

It shall also, if necessary, establish a list of persons from which the board of directors shall designate, in the order fixed in the list, the delegate or delegates and the substitute or substitutes to the annual general meeting or any special general meeting of the Société coopérative fédérée des agriculteurs de la province de Québec, in conformity with the act governing the said Société.

The annual general meeting or a special general meeting may, however, delegate to the board of directors the power to designate such delegate or delegates, or such substitute or substitutes.

For the choice of the delegates and substitutes to the annual general meeting or to any special general meeting of the Société coopérative fédérée des agriculteurs de la province de Québec held during the year 1978, the board of directors of each association affiliated with the Société is authorized to designate itself the delegate or delegates and the substitute or substitutes.

(4)  The terms of office of the members of the board of directors may be increased to two or three years, by by-law. In that case, the members of the board of directors shall be partly replaced by rotation every year as determined in the said by-law.

(5)  For the purpose of electing directors, the general meeting, by by-law, may divide the territory of the association, assign to each division one or more directors and determine how each shall be nominated and elected.

(6)  The first meeting may be called at any time by two of the members of the association, by means of a notice deposited in the post-office of the locality where the principal place of business is situated, enclosed in an envelope post-paid and addressed to each shareholder-producer at least eight days before such meeting.

(7)  Every director of a farmers’ club, agricultural society, breeding syndicate, society for the manufacture of dairy products or other cooperative society, which is a member of a cooperative association, may be appointed a director of such cooperative association and shall remain in office until the election of his successor, even if he ceases to be a director of his society.

(8)  The president, or, failing him, the vice-president of an agricultural society, a farmers’ club, a breeding syndicate, a society for the manufacture of dairy products or other cooperative society, which is a shareholder, may represent such association at general meetings of shareholders of the cooperative association, and vote in the name of the association which he represents.

(9)  General meetings shall afterwards be called by the president or, failing him, by the vice-president, by a post-paid letter sent to those who should form part thereof, at least eight days before the day fixed for the meeting.

R. S. 1964, c. 124, s. 19; 1977, c. 37, s. 1.

20. A shareholder-producer shall have only one vote, whatever may be the number of his shares. To be entitled to vote, he must have subscribed for one or more shares at least three months before the meeting, and have paid, at least three days before the meeting at which he intends to vote, all yearly instalments due on his share or shares; but, in the case of the first general meeting after the formation of the association, a shareholder-producer may vote no matter at what date previous to such meeting he may have subscribed for his share or shares.

No one may be represented by proxy at any general or special meeting of the association.

R. S. 1964, c. 124, s. 20.

21. The decisions of the general meeting shall be by the majority of votes; and when the votes are equally divided, the president shall have a casting vote.

The general meeting may adopt by-laws for the general administration of the association and all other necessary by-laws, provided they be not incompatible with the laws of Québec. Special general meetings may also be called by the president or vice-president, as the case may be, upon a decision of the board of directors.

R. S. 1964, c. 124, s. 21.

22. The accounts of the association shall be kept by the secretary-treasurer, under the control of the board of directors, and shall be audited by the auditor.

They shall be closed at the end of every fiscal year. The fiscal year shall end on the date fixed by the by-laws or, in the absence of any provision in that regard, on the 31st of December.

Within three months after the close of the fiscal year, a statement of affairs shall be prepared and attested by the secretary-treasurer, and a copy thereof shall be sent to the Minister of Financial Institutions and Cooperatives.

R. S. 1964, c. 124, s. 22; 1966-67, c. 72, s. 23; 1975, c. 76, s. 11; 1981, c. 9, s. 24.

23. If any association have neglected or refused to send in such statement, it shall be liable to a penalty of five dollars for every day it continues to be in default; and any director or manager of the association who authorizes or knowingly and deliberately permits such default shall be liable to the same penalty.

R. S. 1964, c. 124, s. 23.

24. Such statement must be approved by the auditor, and contain:

(1)  The list of members at the close of the fiscal year, the number of shares subscribed, and the amount paid by each shareholder;

(2)  A concise statement of the assets and liabilities of the association;

(3)  A statement of the year’s operations;

(4)  All other information required for such purpose by the by-laws of the association.

R. S. 1964, c. 124, s. 24.

25. The general meeting shall decide, in accordance with such statement, the amount of the surplus operations to be allotted.

It shall assign such amount to the constitution of reserves as well as to the allocation of refunds to members and, if the by-laws provide for same, to users of the association; such allocation must be proportionate to the amount of business transacted with the association by each of the members or users and besides conformably to the provisions of the by-laws.

The by-laws concerning the allotment and payment of the surplus operations shall bind the association and its members in the same way as if they were signed and sealed respectively by each member and contained covenants on the part of each member, his heirs, executors and administrators, to observe all the stipulations of the by-laws, conformably to the provisions of this act.

The reserves of an association shall not be divided among the members except in the case of winding-up.

The association shall have the right to retain for the recovery of any claim it holds against any of its members or any user, the moneys it may owe him and to apply the same in compensation.

R. S. 1964, c. 124, s. 25.

26. In lieu of the payment of refunds, the general meeting may

(a)  allot to the members or patrons ordinary or preferred shares;

(b)  oblige the members or patrons to lend the refunds allotted or credited to them to the association.

In the case of paragraph a, the member or patron shall be deemed to have subscribed for the ordinary or preferred shares allotted to him and to have agreed to pay for them out of his refunds.

A by-law under paragraph b shall have the same effect as a contract made by the member or patron and shall create a legal obligation on his part to lend the refunds assigned or credited to him.

R. S. 1964, c. 124, s. 26.

27. The Minister of Financial Institutions and Cooperatives may at any time have the books and accounts of any cooperative agricultural society, which receives a subsidy or aid from the Government, examined by one of his employees.

The officers of any such society shall, when required, submit such books and accounts for examination, and shall, to the best of their knowledge, make true answer to all questions which may be put to them regarding the same, or regarding the financial condition of the society.

R. S. 1964, c. 124, s. 27; 1966-67, c. 72, s. 23; 1975, c. 76, s. 11; 1977, c. 5, s. 14; 1981, c. 9, s. 24.

28. The books and by-laws shall be at all times open to inspection by the members of the association, but the association or the directors may, by by-law, decide when and on what day such inspection may be made, provided there be at least one day per month for such inspection.

R. S. 1964, c. 124, s. 28.

29. Every contract, note, cheque, draft or document binding the association must be signed by the president or vice-president and by the secretary-treasurer, or any other officer under general or special authorization of the board of directors.

R. S. 1964, c. 124, s. 29.

30. The secretary-treasurer of each association shall be responsible to it for all moneys received by him in his official capacity, and shall give security to the amount fixed by the board of directors, to the satisfaction of the president and vice-president.

The security shall be renewed whenever required by the association, and the bond may be according to form 5.

R. S. 1964, c. 124, s. 30.

31. The property of the association shall be exempt from all Government taxes.

R. S. 1964, c. 124, s. 31.

32. Every cooperative formed before the 4th of April, 1930, may, at a general meeting called for the purpose and upon the decision of two-thirds of its members present, provide that the subscription for shares exigible from shareholders shall be subject to the terms of this act as amended at or since such date.

Subject to the provisions of the last paragraph of section 25, the dissenting members are entitled to be refunded the sums which they have paid into the capital of the association, by means of a preferred share bearing interest at five per cent. In order to benefit from this provision, they must declare their dissent to the secretary-treasurer during the meeting, or, if absent from the meeting, within a delay of ten days.

Except with regard to the subscription for shares exigible from shareholders, acts performed in accordance with the law in force after the 4th of April 1930 by a cooperative agricultural association formed prior to such date shall be valid, although such cooperative may not have complied with the first paragraph of this section.

R. S. 1964, c. 124, s. 32.

33. Several cooperative agricultural associations may amalgamate and make the agreements necessary for such purpose.

1973, c. 25, s. 2.

34. The associations proposing to amalgamate shall prepare a deed of agreement prescribing:

(a)  the conditions of amalgamation and the mode of effecting it;

(b)  the name of the association resulting from the amalgamation and the names in full, occupations and residences of its first directors;

(c)  the mode of election of subsequent directors and any other provision necessary to effect the amalgamation and to provide for the management and operation of the association resulting therefrom;

(d)  the number of shares subscribed in each of the amalgamating associations, the amount of each such share and the mode of converting them into common or preferred shares of the association resulting from the amalgamation.

1973, c. 25, s. 2.

35. The deed of agreement shall be submitted for approval at a general meeting of each of the associations concerned called for such purpose.

If the deed of agreement is approved by all of the associations, such approval shall be attested therein by their respective secretaries.

1973, c. 25, s. 2.

36. After such approval, the associations concerned shall apply to the Minister of Financial Institutions and Cooperatives by a joint petition, for confirmation of the deed of agreement.

If the application is granted, a notice to that effect shall be published in the Gazette officielle du Québec and, from the date of such publication, the associations shall be amalgamated and shall be a single association under the name specified in the deed of agreement.

The new association is vested with the property and rights of the amalgamated associations and is subject to their obligations.

1973, c. 25, s. 2; 1975, c. 76, s. 11; 1981, c. 9, s. 24.

37. The amalgamation shall not impair the rights and obligations of the amalgamated associations and proceedings commenced by or against them may be continued without continuance of suit.

1973, c. 25, s. 2.

38. A cooperative agricultural association may decide to wind up its affairs by the affirmative vote of at least three-fourths of the members present at a general meeting called for such purpose.

In such case, the meeting shall appoint, by a mere majority vote, one or three liquidators who shall be entitled to immediate possession of the property of the association.

Notice of such decision and appointment shall be given forthwith to the Minister of Financial Institutions and Cooperatives and published by him in the Gazette officielle du Québec.

R. S. 1964, c. 124, s. 33; 1966-67, c. 72, s. 23; 1975, c. 76, s. 11; 1981, c. 9, s. 24.

39. The provisions of Divisions II and III of the Winding-up Act (chapter L-4) shall apply to any winding-up decided upon in accordance with section 38.

R. S. 1964, c. 124, s. 34.

40. As soon as the winding-up has been decided upon by the general meeting, every action and every proceeding by way of seizure by garnishment, seizure before judgment or seizure in execution, or otherwise, against the moveable or immoveable property of the association, must be suspended.

The costs incurred by a creditor after he has had knowledge of such decision, by himself or by his attorney, cannot be collocated against the proceeds of the property of the association, which are distributed in consequence of the winding-up.

A judge of the Superior Court in the district in which the corporate seat of the association is located may, however, on such conditions as he may deem proper, authorize the institution of a suit or the continuance of any proceedings commenced.

R. S. 1964, c. 124, s. 35; 1965 (1st sess.), c. 80, a. 2.

41. The liquidator shall first pay the debts of the association and the costs of winding-up, and secondly the amounts paid on the shares according to the priorities established by by-law.

After such payments, the balance of the proceeds of the assets shall be distributed among the persons who were members of the association throughout the three fiscal years preceding the date when the winding-up was decided upon.

The distribution shall be made in accordance with the rules adopted for such purpose by the general meeting.

The general meeting may distribute the balance among the members contemplated in the second paragraph, either in proportion to the amount of the business carried out by each of them over a fixed period, or in proportion to the amount of the ordinary shares paid for by each, or a portion of such balance in the first manner and the rest in the second.

The general meeting may allocate the balance, in whole or in part, to any work that it designates.

R. S. 1964, c. 124, s. 36.

42. This Act shall operate notwithstanding the provisions of sections 2 and 7 to 15 of the Constitution Act, 1982 (Schedule B of the Canada Act, chapter 11 in the 1982 volume of the Acts of the Parliament of the United Kingdom).

1982, c. 21, s. 1.

REPEAL SCHEDULE

In accordance with section 17 of the Act respecting the consolidation of the statutes (chapter R-3), chapter 124 of the Revised Statutes, 1964, in force on 31 December 1977, is repealed effective from the coming into force of chapter S-24 of the Revised Statutes.