Article 5(2).
1. A board shall be constituted by the scheme as a body corporate and, subject to the provisions of this Order and of the scheme, section 19 of the Interpretation Act (Northern Ireland) 1954 shall apply to the board.N.I.
2.—(1) The composition of a board shall be such as may be prescribed by the scheme.N.I.
(2) Subject to sub-paragraph (3), the scheme shall be so framed as to secure that—
(a)the total number of members shall not be less than eight nor, unless for special reasons the Department thinks fit to allow a greater number, more than twenty-four;
(b)of the members, not less than and (provided that there are at least two) not more than one-quarter of the total number two of members shall be persons appointed by the Head of the Department as being persons who in his opinion are qualified for appointment as having had experience and shown capacity in commerce, finance, administration, public affairs or the organisation of workers, or as being specially conversant with the interests of consumers of the regulated work product;
(c)the remaining members shall be persons elected in accordance with the scheme, either by registered producers or by a body or bodies elected by such producers in accordance with the scheme.
(3) Notwithstanding anything in sub-paragraph (2), provision may be made by a scheme—
(a)for the composition of the board during such period, not being longer than three years from the day on which the scheme comes into force, as may be specified in the scheme to be determined in accordance with such transitional provisions as may be prescribed by the scheme;
(b)for the board acting notwithstanding any vacancy in the membership thereof; and
(c)for the filling of casual vacancies.
3. Every scheme shall provide for—N.I.
(a)the term during which members of the board are to hold office;
(b)the resignation of office by any member;
(c)the payment by the board to the members thereof of such remuneration and allowances as may be determined by the annual general meeting of registered producers held in pursuance of Article 10(4);
(d)the election of officers of the board.
4. Every scheme shall provide that—N.I.
(a)the board may appoint an executive committee and delegate to that committee such functions of the board as the board thinks fit;
(b)an executive committee shall consist of not more than seven members of the board and shall include at least one of the members of the board who are appointed by the Head of the Department.
5. Every scheme shall provide for notification to the Department of the address of the office of the board at which communications and notices will at all times be received, and of any change in that address.N.I.
6.—(1) Every scheme shall provide for the winding up of the board, and for that purpose may apply[F1 Part VI of the Insolvency (Northern Ireland) Order 1989] (which contains provisions for the winding up of unregistered companies), subject to the modifications set out in this paragraph and paragraph 7.N.I.
(2) For the purposes of[F1 Articles 185, 186 and 188 of the Insolvency (Northern Ireland) Order 1989] , the principal place of business of the board shall be deemed to be the office of the board the address of which is notified to the Department under paragraph 5.
(3) [F1Article 187 of the Insolvency (Northern Ireland) Order 1989 shall not apply and Article 188(1)(b)] shall apply as if the words “or any member thereof as such” were omitted.
(4) A petition for winding up a board may be presented by the Department as well as by any person authorised under[F1 Part V of the Insolvency (Northern Ireland) Order 1989] to present a petition for winding up a company.
(5) In the event of the winding up of a board, every person who at any time during the relevant period was a registered producer shall be liable to contribute to the payment of the debts and liabilities of the board and to the payment of the costs, charges and expenses of the winding up an amount assessed in such manner and subject to such limitations as may be provided by the scheme, but save as aforesaid no person shall be liable to contribute to the assets of the board in the winding up by reason only of his being or having been a registered producer or a member of the board.
(6) Except as provided by paragraph 7, of any assets of the board remaining after the discharge of the debts and liabilities of the board and the payment of the costs, charges and expenses incurred in the winding up shall be distributed by the court among the persons who at any time during the relevant period were registered producers.
(7) In this paragraph “the relevant period” means—
(a)in a case where, before the commencement of the winding up, the scheme has been revoked, the year immediately before the revocation of the scheme;
(b)in any other case, the year immediately before the commencement of the winding up.
7.—(1) Subject to sub-paragraphs (2) to (4), the board may at any time before a petition for the winding up of the board is presented pass a resolution providing for the disposal on the winding up of the board of any assets of the board remaining after the discharge of the debts and liabilities of the board and the payment of the costs, charges and expenses incurred in the winding up.N.I.
(2) a resolution under this paragraph may provide—
(a)for the transferring of so much of those assets as may be specified in the resolution to a person or persons so specified for use by those persons for purposes so specified, being purposes which appear to the board to be for the general benefit of persons engaged by way of business in the production of the regulated product; and
(b)for the distribution of so much of those assets as may be specified in the resolution among such of the persons registered as producers under the scheme as may be so specified in such proportions as may be so specified,
and any such resolution may make different provision according to the amount of those assets to be disposed of.
(3) Where such a resolution has been passed by the board, then, notwithstanding anything in the Companies Act (Northern Ireland) 1960, the assets remaining as aforesaid shall be disposed of in accordance with the resolution.
(4) The board may not pass a resolution under this paragraph unless—
(a)it has first caused a poll of registered producers to be taken on the question whether such a resolution should be passed; and
(b)the result of the poll shows that the requisite majority of those producers has voted in favour of passing such resolution.
8.—(1) Where a scheme is revoked by a subsequent scheme, the subsequent scheme may provide for the dissolution, without winding up, of the board administering the scheme revoked.N.I.
(2) The board administering a scheme shall not be deemed to be dissolved by reason only that the scheme has been revoked and, except in a case where the board is dissolved under sub-paragraph (1) without winding up, so much of the scheme as relates to the winding up of the board shall continue in force notwithstanding the revocation.