Article 35 (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 the board shall be composed of such number of members as the scheme may prescribe, of whom—
(a)all except those appointed under head (b) shall be persons elected in accordance with the scheme by enrolled producers;
(b)not less than two shall be persons appointed by the members elected under head (a) as being persons 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 specified product.
(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 four 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 enrolled producers held in pursuance of Article 38(2);
(d)the election of officers of the board;
(e)the appointment of committees and the delegation to such committees of such functions as the board may decide.
4. 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.
5.—(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.N.I.
(2) For the purpose 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 4.
(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 an enrolled 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 an enrolled producer or a member of the board.
(6) Except as provided by paragraph 6, 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 enrolled 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.
6.—(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 specified product; and
(b)for the distribution of so much those of assets as may be specified in the resolution among such of the persons enrolled 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 enrolled 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 a resolution.
7.—(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.