4th Session, 42nd Legislature
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Bill 12
THE PEAK OF THE MARKET REORGANIZATION ACT
| Table of Contents | Bilingual version (PDF) | Explanatory Note |
(Assented to )
HER MAJESTY, by and with the advice and consent of the Legislative Assembly of Manitoba, enacts as follows:
PART 1
DEFINITIONS
The following definitions apply in this Act.
"board" means the board of Peak of the Market. (« conseil d'administration »)
"board member" means a member of the board of Peak of the Market immediately before the coming into force of this Act. (« administrateur »)
"director" means the Director appointed under section 253 of The Corporations Act. (« directeur »)
"Manitoba council" means the Manitoba Farm Products Marketing Council continued under The Farm Products Marketing Act. (« Conseil manitobain »)
"minister" means the minister responsible for the administration of The Farm Products Marketing Act. (« ministre »)
"Peak of the Market" means the corporation Peak of the Market continued under subsection 3(1) of the Manitoba Vegetable Producers Marketing Plan Regulation, Manitoba Regulation 117/2009. (« Peak of the Market »)
PART 2
CONTINUATION
Continuance of Peak of the Market
The purpose of this Act is to continue Peak of the Market as a corporation without share capital under The Corporations Act.
As soon as reasonably practicable after the coming into force of this Part, the board must send articles of continuance continuing Peak of the Market as a corporation without share capital to the director.
The articles of continuance must
(a) show the name of Peak of the Market as "Peak of the Market NFP Inc.";
(b) provide that each person who was a registered producer, within the meaning prescribed under the Manitoba Vegetable Producers Marketing Plan Regulation, Manitoba Regulation 117/2009, as that regulation read immediately before the coming into force of this Part, is a voting member of Peak of the Market NFP Inc.; and
(c) comply with The Corporations Act as if that Act applied to Peak of the Market.
No approval by Manitoba council
The articles of continuance are not subject to the approval of the Manitoba council.
On receipt of Peak of the Market's articles of continuance, the director must issue a certificate of continuance and notify the minister that the director has done so.
The certificate of continuance takes effect on the day it is issued.
On the day that the certificate of continuance takes effect, the following occurs:
1.
Peak of the Market becomes a corporation to which The Corporations Act applies as if it had been incorporated under that Act.
2.
The articles of continuance are deemed to be the articles of incorporation of Peak of the Market NFP Inc.
3.
The certificate of continuance is deemed to be the certificate of incorporation of Peak of the Market NFP Inc.
4.
The property of Peak of the Market continues to be the property of Peak of the Market NFP Inc.
5.
Peak of the Market NFP Inc. continues to be liable for the obligations of Peak of the Market.
6.
An existing cause of action, claim or liability to prosecution is unaffected.
7.
A civil, criminal or administrative action or proceeding pending by or against Peak of the Market may continue to be prosecuted by or against Peak of the Market NFP Inc.
8.
A conviction against, or ruling, order or judgment in favour of or against, Peak of the Market may be enforced by or against Peak of the Market NFP Inc.
9.
Every board member of Peak of the Market becomes a director of Peak of the Market NFP Inc. for the term specified in the by-laws of Peak of the Market NFP Inc.
For certainty, an appeal under Part 5 of The Farm Products Marketing Act to which Peak of the Market is a party that has been made but not finally disposed of before the certificate of continuance takes effect may be heard and decided by the Manitoba council, and the decision of the council is binding on Peak of the Market NFP Inc.
Application of Corporations Act
Subject to this Act, The Corporations Act applies to Peak of the Market NFP Inc., including, for greater certainty, Part XXII (Corporations Without Share Capital).
This Act prevails
(a) in the event of a conflict between this Act and The Corporations Act or The Farm Products Marketing Act; and
(b) in the event of a conflict between this Act and the articles of continuance of Peak of the Market NFP Inc.
Reference in enactment, contract, agreement, etc.
A reference to Peak of the Market in an enactment, by-law, contract, agreement, instrument, licence, permit or other document or record is deemed to be a reference to Peak of the Market NFP Inc.
PART 3
DISSOLUTION
This Part applies only if Peak of the Market is not continued under Part 2 within 90 days after the day on which Part 2 comes into force.
Failure to comply — appointment of liquidator
If Peak of the Market fails to comply with section 3, the minister may appoint a liquidator of Peak of the Market's assets for the purpose of winding up its affairs and distributing its assets. Subject to the claims of any secured creditors, the liquidator may sell or otherwise dispose of all Peak of the Market's assets.
Payment of costs of liquidation and creditors
The liquidator must apply the money they receive from Peak of the Market, or the sale of its assets,
(a) first to pay the expenses of the liquidation, including the liquidator's fee approved by the minister; and
(b) second to pay the proven claims of Peak of the Market's remaining creditors.
Payment of creditors in the case of a deficiency
If the money remaining after payment of the liquidation expenses is insufficient to fully pay the proven claims of Peak of the Market's creditors, the liquidator must pay each creditor a proportional share of the money determined by dividing the amount of the creditor's proven claim by the total amounts of all the remaining creditors' proven claims.
The liquidator has the duties of a liquidator under clauses 214(b) to (f) of The Corporations Act and the powers and immunity of a liquidator under section 215 of that Act, which apply with necessary changes.
The liquidator must report to the minister on the liquidator's activities
(a) when the liquidation is finished; and
(b) whenever else the minister requests a report.
Primary disposition of surplus
If a surplus of money remains after paying or providing for payment of the costs of liquidation and the proven claims of all Peak of the Market's creditors, the liquidator must give the surplus to the Minister of Finance to be paid into the Consolidated Fund.
PART 4
GENERAL
The regulations set out in the Schedule to this Act are repealed.
Quotas and retirement allowances cease
On the day Peak of the Market is continued under Part 2 or is wound up under Part 3,
(a) any quota allotted to a producer by Peak of the Market under a regulation set out in the Schedule to this Act before the coming into force of this section is hereby deemed to have no value and is cancelled; and
(b) a producer ceases to be entitled to any retirement payment in respect of such a quota, as may be provided for under a regulation set out in the Schedule.
No cause of action, remedy or compensation
No cause of action or remedy arises as a direct or indirect result of the cancellation of a quota or cessation of an entitlement to a retirement allowance under subsection (1), and no compensation or damages (including but not limited to any loss of goodwill or possible profits or indirect, special or consequential damages) are owing or payable to any person in connection with or as a result of such a cancellation or cessation.
Application — before or after coming into force
Subsection (2) applies to any proceeding brought before or after the coming into force of this section.
No taking, expropriation or injurious affection
For greater certainty, no taking, expropriation or injurious affection occurs as a result of the cancellation or cessation under subsection (1).
This Act comes into force on a day to be fixed by proclamation.
SCHEDULE
(Section 9)
Manitoba Vegetable Producers Marketing Plan Regulation, Manitoba Regulation 117/2009
Levies Regulation re Non-Quota Potatoes, Manitoba Regulation 19/2009
Levies Regulation re Non-Quota Root Crops, Manitoba Regulation 122/95
Potato General Order, Manitoba Regulation 123/2000
Potato Marketing Fee Regulation re Humanitarian Assistance, Manitoba Regulation 113/2010
Potato Promotion and Research Levies Regulation, Manitoba Regulation 111/2010
Potato Quota Order, Manitoba Regulation 13/95
Potato Research, Education and Quality Enhancement Levy Regulation, Manitoba Regulation 192/2018
Potato Small Grower Exemption Order, Manitoba Regulation 54/2011
Potato and Root Crop Producer Registration Order, Manitoba Regulation 92/2010
Root Crop General Order, Manitoba Regulation 198/94
Root Crop Marketing Fee Regulation re Humanitarian Assistance, Manitoba Regulation 110/2010
Root Crop Marketing for Manufacturing Exemption Order, Manitoba Regulation 32/2016
Root Crop Promotion and Research Levies Regulation, Manitoba Regulation 112/2010
Root Crop Quota Order, Manitoba Regulation 12/95
Root Crop Small Grower Exemption Order, Manitoba Regulation 53/2011
Vegetable Exemption Order Re Minnesota Dehydrated Vegetables Inc., Manitoba Regulation 12/2010