BY-LAW NO.1
A by-law relating generally to
the transaction of the business
and affairs of
CERTICOM CORP.
(hereinafter referred to as the "Corporation")
DIRECTORS
1. Calling of and notice of meetings - Meetings of the board shall be held at
such time and on such day as the Chairman, President, Secretary or any two
directors may determine. Notice of meetings of the board shall be given to each
director not less than 48 hours before the time when the meeting is to be held.
Each newly elected board may without notice hold its first meeting for the
purposes of organization and the appointment of officers immediately following
the meeting of shareholders at which such board was elected.
2. Place of meetings - Meetings of the board may be held at any place within or
outside Canada and in any financial year of the Corporation it shall not be
necessary for a majority of the meetings of the board to be held at a place
within Canada.
3. Votes to govern - At all meetings of the board every question shall be
decided by a majority of the votes cast on the question; and in case of an
equality of votes the chairman of the meeting shall not be entitled to a second
or casting vote.
4. Interest of directors and officers generally in contracts - No director or
officer shall be disqualified by his office from contracting with the
Corporation nor shall any contract or arrangement entered into by or on behalf
of the Corporation with any director or officer or in which any director or
officer is in any way interested be liable to be voided nor shall any director
or officer so contracting or being so interested be liable to account to the
Corporation for any profit realized by any such contract or arrangement by
reason of such director or officer holding that office or of the fiduciary
relationship thereby established; provided that the director or officer shall
have complied with the provisions of the Business Corporations Act.
DIRECTORS' AND SHAREHOLDERS' MEETINGS
5. Quorum - At any meeting of the directors, a quorum shall be a majority of the
directors then in office and at any meeting of shareholders, a quorum shall be
three (3) shareholders represented in person or by proxy and holding not less
than 35% of the votes attaching to all voting shares of the capital of the
Corporation; provided that if a meeting of the board of directors or
shareholders is properly called and notice given and the number of
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directors and shareholders, as the case may be, is not sufficient for a quorum,
then the chairman of the meeting may specify a date which is not less than ten
(10) days hence and not more than thirty (30) days hence for the meeting to be
reconvened and at that meeting, in the case of a meeting of the board, a quorum
shall be three (3) directors and, in a case of a meeting of the shareholders, a
quorum shall be two (2) shareholders, holding not less than 20% of the votes
attaching to all voting shares of the capital of the Corporation, and notice of
such new meeting date shall be given to all directors or shareholders, as the
case may be, entitled to vote at such meeting.
6. Casting Vote - In the case of an equality of votes at any meeting of
shareholders the chairman of the meeting shall not be entitled to a second or
casting vote.
INDEMNIFICATION
7. Indemnification of directors and officers - The Corporation shall indemnify a
director or officer of the Corporation, a former director or officer of the
Corporation or a person who acts or acted at the Corporation's request as a
director or officer of a body corporate of which the Corporation is or was a
shareholder or creditor, and his heirs and legal representatives to the extent
permitted by the Business Corporations Act.
8. Indemnity of others - Except as otherwise required by the Business
Corporations Act and subject to paragraph 7, the Corporation may from time to
time indemnify and save harmless any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation) by reason of the
fact that he is or was an employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, employee,
agent of or participant in another body corporate, partnership, joint venture,
trust or other enterprise, against expenses (including legal fees), judgments,
fines and any amount actually and reasonably incurred by him in connection with
such action, suit or proceeding if he acted honestly and in good faith with a
view to the best interests of the Corporation and, with respect to any criminal
or administrative action or proceeding that is enforced by a monetary penalty,
had reasonable grounds for believing that his conduct was lawful. The
termination of any action, suit or proceeding by judgment, order, settlement or
conviction shall not, of itself, create a presumption that the person did not
act honestly and in good faith with a view to the best interests of the
Corporation and with respect to any criminal or administrative action or
proceeding that is enforced by a monetary penalty, had no reasonable grounds for
believing that his conduct was lawful.
9. Right of indemnity not exclusive - The provisions for indemnification
contained in the by-laws of the Corporation shall not be deemed exclusive of any
other rights to which any person seeking indemnification may be entitled under
any agreement, vote of shareholders or directors or otherwise, both as to action
in his official capacity and as to action in another
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capacity, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs and legal
representatives of such a person.
10. No liability of directors or officers for certain matters - To the extent
permitted by law, no director or officer for the time being of the Corporation
shall be liable for the acts, receipts, neglects or defaults of any other
director or officer or employee or for joining in any receipt or act for
conformity or for any loss, damage or expense happening to the Corporation
through the insufficiency or deficiency of title to any property acquired by the
Corporation or for or on behalf of the Corporation or for the insufficiency or
deficiency of any security in or upon which any of the moneys of or belonging to
the Corporation shall be placed out or invested or for any loss or damage
arising from the bankruptcy, insolvency or tortuous acts of any person, firm or
body corporate with whom or which any moneys, securities or other assets
belonging to the Corporation shall be lodged or deposited or for any loss,
conversion, misapplication or misappropriation of or any damage resulting from
any dealings with any moneys, securities or other assets belonging to the
Corporation or for any other loss, damage or misfortune whatever which may
happen in the execution of the duties of his respective office or trust or in
relation thereto unless the same shall happen by or through his failure to act
honestly and in good faith with a view to the best interests of the Corporation
and in connection therewith to exercise the care, diligence and skill that a
reasonably prudent person would exercise in comparable circumstances. If any
director or officer of the Corporation shall be employed by or shall perform
services for the Corporation otherwise than as a director or officer or shall be
a member of a firm or a shareholder, director or officer of a body corporate
which is employed by or performs services for the Corporation, the fact of his
being a director or officer of the Corporation shall not disentitle such
director or officer or such firm or body corporate, as the case may be, from
receiving proper remuneration for such services.
BANKING ARRANGEMENTS, CONTRACTS, ETC.
11. Banking arrangements - The banking business of the Corporation, or any part
thereof, shall be transacted with such banks, trust companies or other financial
institutions as the board may designate, appoint or authorize from time to time
by resolution and all such banking business, or any part thereof, shall be
transacted on the Corporation's behalf by such one or more officers and/or other
persons as the board may designate, direct or authorize from time to time by
resolution and to the extent therein provided.
12. Execution of instruments - Contracts, documents or instruments in writing
requiring execution by the Corporation shall be signed by any two officers or
directors, and all contracts, documents or instruments in writing so signed
shall be binding upon the Corporation without any further authorization or
formality. The board is authorized from time to time by resolution to appoint
any officer or officers or any other person or persons on behalf of the
Corporation to sign and deliver either contracts, documents or instruments in
writing generally or to sign either manually or by facsimile signature and
deliver specific
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contracts, documents or instruments in writing. The term "contracts, documents
or instruments in writing" as used in this by-law shall include deeds,
mortgages, charges, conveyances, powers of attorney, transfers and assignments
of property of all kinds including specifically but without limitation transfers
and assignments of shares, warrants, bonds, debentures or other securities and
all paper writings.
MISCELLANEOUS
13. Invalidity of any provisions of this by-law - The invalidity or
unenforceability of any provision of this by-law shall not affect the validity
or enforceability of the remaining provisions of this by-law.
14. Omissions and errors - The accidental omission to give any notice to any
shareholder, director, officer or auditor or the non-receipt of any notice by
any shareholder, director, officer or auditor or any error in any notice not
affecting the substance thereof shall not invalidate any action taken at any
meeting held pursuant to such notice or otherwise founded thereon.
INTERPRETATION
15. Interpretation - In this by-law and all other by-laws of the Corporation
words importing the singular number only shall include the plural and vice
versa; words importing the masculine gender shall include the feminine and
neuter genders; words importing persons shall include an individual,
partnership, association, body corporate, executor, administrator or legal
representative and any number or aggregate of persons; "articles" include the
original or restated articles of incorporation, articles of amendment, articles
of amalgamation, articles of continuance, articles of reorganization, articles
of arrangement and articles of revival; "board" shall mean the board of
directors of the Corporation; Business Corporations Act shall mean the Business
Corporations Act, R.S.Y. 1986, c.15 as amended from time to time or any Act that
may hereafter be substituted therefor; and "meeting of shareholders" shall mean
and include an annual meeting of shareholders and a special meeting of
shareholders.
REPEAL
16. Repeal - All previous by-laws of the Corporation are repealed as of the
coming into force of this by-law provided that such repeal shall not affect the
previous operation of any by-law so repealed or affect the validity of any act
done or right, privilege, obligation or liability acquired or incurred under or
the validity of any contract or agreement made pursuant to any such by-law prior
to its repeal. All officers and persons acting under any by- law so repealed
shall continue to act as if appointed by the directors under the provisions of
this by-law or the Business Corporations Act until their successors are
appointed.
