INDEX
to By-Law No. 1 of
MIAD SYSTEMS LTD.
Paragraph Page
Interpretation
Definitions 1.01 1
Definitions 1.02 2
Definitions 1.03 2
Business of the Corporation
Registered Office 2.01 2
Corporate Seal 2.02 2
Financial Year 2.03 2
Execution of Instruments 2.04 2
Banking Arrangements 2.05 3
Voting Rights in Other Bodies Corporate 2.06 3
Withholding Information from Shareholders 2.07 3
Borrowing and Securities
Borrowing Power 3.01 3
Delegation 3.02 4
Directors
Number of Directors and Quorum 4.01 4
Qualification 4.02 4
Election and Term 4.03 5
Removal of Directors 4.04 5
Vacation of Office 4.05 5
Vacancies 4.06 5
Action by the Board 4.07 5
Canadian Majority 4.08 6
Meetings by Telephone 4.09 6
Place of Meetings 4.10 6
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Calling of Meetings 4.11 6
Notice of Meeting 4.12 6
First Meeting of New Board 4.13 7
Adjourned Meeting 4.14 7
Regular Meetings 4.15 7
Chairman 4.16 7
Votes to Govern 4.17 7
Conflict of Interest 4.18 7
Remuneration and Expenses 4.19 7
Committees
Committee of Directors 5.01 8
Transaction of Business 5.02 8
Advisory Bodies 5.03 8
Procedure 5.04 8
Audit Committee 5.05 8
Officers
Appointment 6.01 9
Chairman of the Board 6.02 9
Managing Director 6.03 9
President 6.04 9
Vice-President 6.05 10
Secretary 6.06 10
Treasurer 6.07 10
Powers and Duties of Other Officers 6.08 10
Variation of Powers and Duties 6.09 10
Term of Office 6.10 10
Terms of Employment and Remuneration 6.11 10
Conflict of Interest 6.12 11
Agents and Attorneys 6.13 11
Fidelity Bonds 6.14 11
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Protection of Directors, Officers and Others
Limitation of Liability 7.01 11
Indemnity 7.02 11
Insurance 7.03 12
Shares
Allotment 8.01 12
Commissions 8.02 12
Registration of Transfer 8.03 12
Transfer Agents and Registrars 8.04 13
Non-Recognition of Trusts 8.05 13
Share Certificates 8.06 13
Replacement of Share Certificates 8.07 13
Joint Shareholders 8.08 14
Deceased Shareholders 8.09 14
Dividends and Rights
Dividends 9.01 14
Dividend Cheques 9.02 15
Non-Receipt of Cheques 9.03 15
Record Date for Dividends and Rights 9.04 15
Unclaimed Dividends 9.05 15
Meetings of Shareholders
Annual Meetings 10.01 16
Special Meetings 10.02 16
Place of Meetings 10.03 16
Notice of Meetings 10.04 16
List of Shareholders Entitled to Notice 10.05 16
Record Date for Notice 10.06 17
Meetings without Notice 10.07 17
Chairman, Secretary and Scrutineers 10.08 18
Persons Entitled to be Present 10.09 18
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Quorum 10.10 18
Right to vote 10.11 18
Proxies 10.12 19
Time for Deposit of Proxies 10.13 19
Joint Shareholders 10.14 19
Votes to Govern 10.15 19
Show of Hands 10.16 20
Ballots 10.17 20
Adjournment 10.18 20
Resolution in Lieu of Meeting 10.19 20
Only One Shareholder 10.20 21
Divisions and Departments
Creation and Consolidation of Divisions 11.01 21
Name of Division 11.02 21
Officers of Divisions 11.03 21
Notices
Method of Giving Notice 12.01 22
Notice to Joint Shareholders 12.02 22
Computation of Time 12.03 22
Undelivered Notices 12.04 22
Omissions and Errors 12.05 22
Persons Entitled by Death or Operation of Law 12.06 23
Waiver of Notice 12.07 23
Effective Date
Effective Date 13.01 23
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BY-LAW NO. 1
A by-law relating generally to the transaction of the business and affairs of
MIAD SYSTEMS LTD.
BE IT ENACTED as a by-law of the Corporation as follows:
Section One
INTERPRETATION
1.01 Definitions - In the by-laws of the Corporation, unless the context
otherwise requires:
"Act" means the Business Corporations Act (R.S.O. 1990, c.B.16) and any statute
that may be substituted therefor, as from time to time amended;
"articles" means the articles on which is endorsed the certificate of
incorporation dated March 17, 1993 of the Corporation as from time to time
amended or restated;
"board" means the board of directors of the Corporation;
"by-laws" means this by-law and all other by-laws of the Corporation from time
to time in force and effect;
"Corporation" means the corporation incorporated under the Act by the said
certificate endorsed on the articles and named Miad Systems Ltd.;
"meeting of shareholders" means any meeting of shareholders, whether annual or
special;
"non-business day" means Saturday, Sunday and any other day that is a holiday as
defined in the Interpretation Act (Ontario);
"offering corporation" means a corporation that is offering its securities to
the public within the meaning of the Act and that is not the subject of an order
of the Ontario Securities Commission deeming it to have ceased to be offering
its securities to the public;
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"recorded address" means in the case of a shareholder his address as recorded in
the securities register; and in the case of joint shareholders the address
appearing in the securities register in respect of such joint holding or the
first address so appearing if there are more than one; and in the case of a
director, officer, auditor or member of a committee of the board, his latest
address as recorded in the records of the Corporation;
"signing officer" means, in relation to any instrument, any person authorized to
sign the same on behalf of the Corporation by section 2.04 or by a resolution
passed pursuant thereto;
"special meeting of shareholders" means a special meeting of all shareholders
entitled to vote at an annual meeting of shareholders and a meeting of any class
or classes of shareholders entitled to vote on the question at issue.
1.02 Save as aforesaid, words and expressions defined in the Act have the same
meanings when used herein.
1.03 Words importing the singular number include the plural and vice versa;
words importing gender include the masculine, feminine and neuter genders; and
words importing persons include individuals, bodies corporate, partnerships,
trusts and unincorporated organizations.
Section Two
BUSINESS OF THE CORPORATION
2.01 Registered Office - Until changed in accordance with the Act, the
registered office of the Corporation shall be at the Municipality of
Metropolitan Toronto in the Province of Ontario and at such location therein as
the board may from time to time determine.
2.02 Corporate Seal - Until changed by the board, the corporate seal of the
Corporation, if any, shall be in the form impressed hereon.
2.03 Financial Year - Until changed by the board, the financial year of the
Corporation shall end on the 28th day of February in each year.
2.04 Execution of Instruments - Deeds, transfers, assignments, bills of sale,
contracts, obligations, certificates and other instruments may be signed on
behalf of the Corporation by any
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director or officer. In addition, the board may from time to time direct the
manner in which and the person or persons by whom any particular instrument or
class of instruments may or shall be signed. Any signing officer may affix the
corporate seal to any instrument requiring the same.
2.05 Banking Arrangements - The banking business of the Corporation including,
without limitation, the borrowing of money and the giving of security therefor,
shall be transacted with such banks, trust companies or other bodies corporate
or organizations as may from time to time be designated by or under the
authority of the board. Such banking business or any part thereof shall be
transacted under such agreements, instructions and delegations of powers as the
board may from time to time prescribe or authorize.
2.06 Voting Rights in Other Bodies Corporate - The signing officers of the
Corporation may execute and deliver proxies and arrange for the issuance of
voting certificates or other evidence of the right to exercise the voting
rights attaching to any securities held by the Corporation. Such instruments,
certificates or other evidence shall be in favour of such person or persons as
may be determined by the officers executing such proxies or arranging for the
issuance of voting certificates or such other evidence of the right to exercise
such voting rights. In addition, the board may from time to time direct the
manner in which and the person or persons by whom any particular voting rights
or class of voting rights may or shall be exercised.
2.07 Withholding Information from Shareholders - Subject to the provisions of
the Act, no shareholder shall be entitled to discovery of any information
respecting any details or conduct of the Corporation's business which, in the
reasonable opinion of the board, could be inexpedient in the interests of the
shareholders or the Corporation to communicate to the public. The board may from
time to time determine whether and to what extent and at what time and place and
under what conditions or regulations the accounts, records and documents of the
Corporation or any of them shall be open to the inspection of shareholders and
no shareholder shall have any right to inspect any account, record or document
of the Corporation except as conferred by the Act or authorized by the board.
Section Three
BORROWING AND SECURITIES
3.01 Borrowing Power - Without limiting the borrowing powers of the Corporation
as set forth in the Act, the board may, without authorization of the
shareholders, from time to time:
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(a) borrow money upon the credit of the Corporation;
(b) issue, reissue, sell or pledge debt obligations of the Corporation;
(c) subject to the Act, give a guarantee on behalf of the Corporation
to secure performance of an obligation of any person; and
(d) mortgage, hypothecate, pledge or otherwise create a security
interest in all or any property of the Corporation, owned or
subsequently acquired, to secure any obligation of the Corporation.
Nothing in this section limits or restricts the borrowing of money by the
Corporation on bills of exchange or promissory notes made, drawn, accepted or
endorsed by or on behalf of the Corporation.
3.02 Delegation - The board of directors may from time to time by resolution
delegate any or all of the powers referred to above to a director, a committee
of directors or an officer.
Section Four
DIRECTORS
4.01 Number of Directors and Quorum - Until changed in accordance with the Act,
the board shall consist of not fewer than the minimum number and not more than
the maximum number of directors provided in the articles. Subject to the Act and
to section 4.08 hereof, the quorum for the transaction of business at any
meeting of the board shall consist of a majority of such number of directors as
determined from time to time according to the Act.
4.02 Qualification - No person shall be qualified for election as a director if
he is less than 18 years of age; if he is of unsound mind and has been so found
by a court in Canada or elsewhere; if he is not an individual; or if he has the
status of a bankrupt. A director need not be a shareholder. A majority of the
directors shall be resident Canadians but where the Corporation has only one or
two directors that director or one of the two directors, as the case may be,
shall be resident Canadians. If the Corporation is an offering corporation at
least one-third of the directors shall not be officers or employees of the
Corporation or any of its affiliates.
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4.03 Election and Term - Directors shall be elected yearly to hold office until
the next annual meeting of shareholders and until their successors are elected.
At each annual meeting of shareholders, all the directors then in office shall
retire but, if qualified, shall be eligible for re-election. The number of
directors to be elected at any such meeting shall be the number of directors as
shall be determined from time to time by special resolution or, if a special
resolution empowers the directors to determine the number, by resolution of
directors. The election shall be by resolution.
4.04 Removal of Directors - Subject to the provisions of the Act, the
shareholders may by ordinary resolution passed at a meeting of shareholders
remove any director or directors from office and the vacancy created by such
removal may be filled at the same meeting failing which it may be filled by a
quorum of directors.
4.05 Vacation of Office - A director ceases to hold office when he dies; or
subject to the Act, he resigns; he is removed from office by the shareholders;
or he ceases to be qualified for election as a director. A resignation of a
director becomes effective at the time a written resignation is received by the
Corporation or at the time specified in the resignation, whichever is later.
4.06 Vacancies - Subject to the Act, a quorum of the board may fill a vacancy in
the board, except a vacancy resulting from an increase in the number or maximum
number of directors or from a failure to elect the number of directors required
to be elected at any meeting of shareholders. In the absence of a quorum of the
board, or if there has been a failure to elect the number of directors required
by the articles or by the Act, the board shall forthwith call a special meeting
of shareholders to fill the vacancy. If the board fails to call such meeting or
if there are no directors then in office, any shareholder may call the meeting.
4.07 Action by the Board - Subject to any unanimous shareholder agreement, the
board shall manage or supervise the management of the business and affairs of
the Corporation. Subject to sections 4.08 and 4.09, the powers of the board may
be exercised by resolution passed at a meeting at which a quorum is present or
by resolution in writing signed by all the directors entitled to vote on that
resolution at a meeting of the board. Where there is a vacancy in the board,
the remaining directors may exercise all the powers of the board so long as a
quorum remains in office. A resolution in writing, signed by all the directors
entitled to vote on that resolution at a meeting of directors or a committee of
directors, is as valid as if it had been passed at a meeting of directors or a
committee of directors.
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4.08 Canadian Majority - The board shall not transact business at a meeting
unless a majority of the directors present are resident Canadians, except where
(a) the Corporation has only two directors, only one of whom is
resident Canadian, in which event the board shall not transact business
unless such resident Canadian is present or
(b) (i) a resident Canadian director who is unable to be present
approves in writing or by telephone or other communications
facilities the business transacted at the meeting; and
(ii) a majority of resident Canadian directors would have been
present had that director been present at the meeting.
4.09 Meetings by Telephone - If all the directors present at or participating in
the meeting consent, a meeting of the board or of a committee of the board may
be held by means of such telephone, electronic or other communications
facilities as permit all persons participating in the meeting to communicate
with each other simultaneously and instantaneously, and a director participating
in such a meeting by such means is deemed for the purposes of the Act to be
present at the meeting. Any such consent shall be effective whether given before
or after the meeting to which it relates and may be given with respect to all
meetings of the board and of committees of the board held while a director holds
office.
4.10 Place of Meetings - Meetings of the board may be held at any place within
or outside Ontario and it shall not be necessary that, in any financial year of
the Corporation, a majority of the meetings of the board be held at a place
within Canada.
4.11 Calling of Meetings - Meetings of the board shall be held from time to time
at such time and at such place as the chairman of the board, the managing
director, the president, or any director may determine.
4.12 Notice of Meeting - Notice of the time and place of each meeting of the
board shall be given in the manner provided in section 12.01 to each director
not less than 48 hours before the time of the meeting. A notice of a meeting of
directors need not specify the purpose of or the business to be transacted at
the meeting except where the Act requires such purpose or business to be
specified. A director may in any manner and at any time waive a notice of a
meeting of the board. Attendance of a director at a meeting of directors is a
waiver of notice of the meeting except
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where a director attends a meeting for the express purpose of objecting to the
transaction of any business on the grounds that the meeting is not lawfully
called.
4.13 First Meeting of New Board - Provided a quorum of directors is present,
each newly elected board may without notice hold its first meeting immediately
following the meeting of shareholders at which such board is elected.
4.14 Adjourned Meeting - Notice of an adjourned meeting of the board is not
required to be given if the time and place of the adjourned meeting is announced
at the original meeting.
4.15 Regular Meetings - The board may appoint a day or days in any month or
months for regular meetings of the board at a place and hour to be named. A copy
of any resolution of the board fixing the place and time of such regular
meetings shall be sent to each director forthwith after being passed, but no
other notice shall be required for any such regular meeting except where the Act
requires the purpose thereof or the business to be transacted thereat to be
specified.
4.16 Chairman - The chairman of any meeting of the board shall be the first
mentioned of such of the following officers as have been appointed and who is a
director and is present at the meeting: chairman of the board, managing
director, president, or a vice-president who is a director. If no such officer
is present, the directors present shall choose one of their number to be
chairman.
4.17 Votes to Govern - At all meetings of the board every question shall be
decided by a majority of the votes cast on the question. In case of an equality
of votes the chairman of the meeting shall be entitled to a second or casting
vote.
4.18 Conflict of Interest - A director or officer who is a party to, or who is a
director or officer of or has a material interest in any person who is a party
to, a material contract or transaction or proposed material contract or
transaction with the Corporation shall disclose the nature and extent of his
interest at the time and in the manner provided by the Act. Any such contract or
transaction or proposed contract or transaction shall be referred to the board
or the shareholders for approval even if such contract is one that in the
ordinary course of the Corporation's business would not require approval by the
board or the shareholders, and a director interested in a contract so referred
to the board shall not vote on any resolution to approve the same except as
provided by the Act.
4.19 Remuneration and Expenses - Subject to the articles or any unanimous
shareholder agreement, the directors shall be paid such remuneration for their
services as the board may from
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time to time determine. The directors shall also be entitled to be reimbursed
for travelling and other expenses properly incurred by them in attending
meetings of the board or any committee thereof. Nothing herein contained shall
preclude any director from serving the Corporation in any other capacity and
receiving remuneration therefor.
Section Five
COMMITTEES
5.01 Committee of Directors - The board may appoint from its members one or more
committees of directors, however designated, and delegate to any such committee
any of the powers of the board except those which, under the Act, a committee of
directors has no authority to exercise. A majority of the members of any such
committee shall be resident Canadians.
5.02 Transaction of Business - Subject to the provisions of section 4.09, the
powers of a committee of directors may be exercised by a meeting at which a
quorum of the committee is present or by resolution in writing signed by all the
members of such committee who would have been entitled to vote on that
resolution at a meeting of the committee. Meetings of such committee may be held
at any place within or outside Ontario.
5.03 Advisory Bodies - The board may from time to time appoint such advisory
bodies as it may deem desirable.
5.04 Procedure - Unless otherwise determined by the board, each committee and
advisory body shall have the power to fix its quorum at not less than a majority
of its members, to elect its chairman and to regulate its procedure.
5.05 Audit Committee - If the Corporation is an offering corporation, the board
shall elect annually from among its number an audit committee to be composed of
not fewer than 3 directors of whom a majority shall not be officers or employees
of the Corporation or any of its affiliates. The audit committee shall have the
powers and duties provided in the Act.
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Section Six
OFFICERS
6.01 Appointment - Subject to the articles or any unanimous shareholder
agreement, the board may from time to time appoint a president, one or more
vice-presidents (to which title may be added words indicating seniority or
function), a secretary, a treasurer and such other officers as the board may
determine, including one or more assistants to any of the officers so appointed.
The board may specify the duties of and, in accordance with this by-law and
subject to the provisions of the Act, delegate to such officers powers to manage
the business and affairs of the Corporation. Subject to sections 6.02 and 6.03,
an officer may but need not be a director and one person may hold more than one
office.
6.02 Chairman of the Board - The board may from time to time also appoint a
chairman of the board who shall be a director. If appointed, the board may
assign to him any of the powers and duties that are by any provisions of this
by-law capable of being assigned to the managing director or to the president;
and he shall, subject to the provisions of the Act, have such other powers and
duties as the board may specify. During the absence or disability of the
chairman of the board, his duties shall be performed and his powers exercised by
the managing director, if any, or by the president.
6.03 Managing Director - The board may from time to time appoint a managing
director who shall be a resident Canadian and a director. If appointed, he shall
be the chief executive officer and, subject to the authority of the board, shall
have general supervision of the business and affairs of the Corporation; and he
shall, subject to the provisions of the Act, have such other powers and duties
as the board may specify. During the absence or disability of the president, or
if no president has been appointed, the managing director shall also have the
powers and duties of that office.
6.04 President - The board may from time to time appoint a president. If
appointed, the president shall be the chief operating officer if no managing
director has been appointed, and, subject to the authority of the board, shall
have general supervision of the business of the Corporation; and he shall have
such other powers and duties as the board may specify. During the absence or
disability of the managing director, or if no managing director has been
appointed, the president shall also have the powers and duties of that office.
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6.05 Vice-President - The board may from time to time appoint one or more
vice-presidents. Any vice-president so appointed shall have such powers and
duties as the board or the chief executive officer may specify.
6.06 Secretary - The board may from time to time appoint a secretary. If so
appointed, the secretary shall attend and be the secretary of all meetings of
the board, shareholders and committees of the board and shall enter or cause to
be entered in records kept for that purpose minutes of all proceedings thereat;
he shall give or cause to be given, as and when instructed, all notices to
shareholders, directors, officers, auditors and members of committees of the
board; he shall be the custodian of the stamp or mechanical device generally
used for affixing the corporate seal of the Corporation and of all books,
papers, records, documents and instruments belonging to the Corporation, except
when some other officer or agent has been appointed for that purpose; and he
shall have such other powers and duties as the board or the chief executive
officer may specify.
6.07 Treasurer - The board may from time to time appoint a treasurer. If so
appointed, the treasurer shall keep proper accounting records in compliance with
the Act and shall be responsible for the deposit of money, the safekeeping of
securities and the disbursement of the funds of the Corporation; he shall render
to the board whenever required an account of all his transactions as treasurer
and of the financial position of the Corporation; and he shall have such other
powers and duties as the board or the chief executive officer may specify.
6.08 Powers and Duties of Other Officers - The powers and duties of all other
officers shall be such as the terms of their engagement call for or as the board
or the chief executive officer may specify. Any of the powers and duties of an
officer to whom an assistant has been appointed may be exercised and performed
by such assistant, unless the board or the chief executive officer otherwise
directs.
6.09 Variation of Powers and Duties - The board may from time to time and
subject to the provisions of the Act, vary, add to or limit the powers and
duties of any officer.
6.10 Term of Office - The board, in its discretion, may remove any officer of
the Corporation, without prejudice to such officer's rights under any employment
contract. Otherwise each officer appointed by the board shall hold office until
his successor is appointed, or until his earlier resignation or death.
6.11 Terms of Employment and Remuneration - The terms of employment and the
remuneration of officers appointed by the board shall be settled by it from time
to time.
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6.12 Conflict of Interest - An officer shall disclose his interest in any
material contract or transaction or proposed material contract or transaction
with the Corporation in accordance with section 4.18.
6.13 Agents and Attorneys - The board shall have power from time to time to
appoint agents or attorneys for the Corporation in or outside Canada with such
powers of management or otherwise (including the power to sub-delegate) as may
be thought fit.
6.14 Fidelity Bonds - The board may require such officers, employees and agents
of the Corporation as the board deems advisable to furnish bonds for the
faithful discharge of their powers and duties, in such form and with such surety
as the board may from time to time determine.
Section Seven
PROTECTION OF DIRECTORS, OFFICERS AND OTHERS
7.01 Limitation of Liability - Every director and officer of the Corporation in
exercising his powers and discharging his duties shall act honestly and in good
faith with a view to the best interests of the Corporation and exercise the
care, diligence and skill that a reasonably prudent person would exercise in
comparable circumstances. Subject to the foregoing, no director or officer shall
be liable for the acts, receipts, neglect or default of any other director or
officer or employee, or for joining in any receipt or other 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 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 the Corporation shall be invested, or for any
loss or damage arising from the bankruptcy, insolvency or tortious acts of any
person with whom any of the moneys, securities or effects of the Corporation
shall be deposited, or for any loss occasioned by any error of judgment or
oversight on his part, or for any other loss, damage or misfortune whatever
which shall happen in the execution of the duties of his office or in relation
thereto, unless the same are occasioned by his own wilful neglect or default;
provided that nothing herein shall relieve any director or officer from the duty
to act in accordance with the Act and the regulations thereunder or from
liability for any breach thereof.
7.02 Indemnity - Subject to the limitations contained in the Act, the
Corporation shall indemnify a director or officer, a former director or officer,
or a person who acts or acted at the
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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, against all costs, charges and expenses, including an amount
paid to settle an action or satisfy a judgment, reasonably incurred by him in
respect of any civil, criminal or administrative action or proceeding to which
he is made a party by reason of being or having been a director or officer of
the Corporation or such body corporate, if
(a) he acted honestly and in good faith with a view to the best
interests of the Corporation; and
(b) in the case of a criminal or administrative action or proceeding
that is enforced by a monetary penalty, he had reasonable grounds for
believing that his conduct was lawful.
The Corporation shall also indemnify such person in such other
circumstances as the Act permits or requires.
7.03 Insurance - Subject to the limitations contained in the Act, the
Corporation may purchase and maintain insurance for the benefit of any person
referred to in section 7.02 hereof.
Section Eight
SHARES
8.01 Allotment - Subject to the provisions of the Act, the articles and any
unanimous shareholder agreement, the board may from time to time grant options
to purchase or allot the whole or any part of the authorized and unissued shares
of the Corporation at such times and to such persons and for such consideration
as the board shall determine, provided that no share shall be issued until it is
fully paid as prescribed by the Act.
8.02 Commissions - The board may from time to time authorize the Corporation to
pay a reasonable commission to any person in consideration of his purchasing or
agreeing to purchase shares of the Corporation from the Corporation or from any
other person, or procuring or agreeing to procure purchasers for any such
shares.
8.03 Registration of Transfer - Subject to the provisions of the Act, no
transfer of shares shall be registered in a securities register except upon
presentation of the certificate representing such shares with a transfer
endorsed thereon or delivered therewith duly executed by an
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appropriate person as provided by the Act, together with such reasonable
assurance that the endorsement is genuine and effective as the board may from
time to time prescribe, upon payment of all applicable taxes and any fees
prescribed by the board, upon compliance with such restrictions on transfer as
are authorized by the articles and upon satisfaction of any lien referred to in
the articles or by-laws of the Corporation for a debt of the shareholder to the
Corporation.
8.04 Transfer Agents and Registrars - The board may from time to time appoint a
registrar to maintain the securities register and a transfer agent to maintain
the register of transfers and may also appoint one or more branch registrars to
maintain branch securities registers and one or more branch transfer agents to
maintain branch registers of transfers, but one person may be appointed both
registrar and transfer agent. The board may at any time terminate any such
appointment.
8.05 Non-Recognition of Trusts - Subject to the provisions of the Act, the
Corporation shall treat the registered holder of a security as the person
exclusively entitled to vote, to receive notices, to receive any interest,
dividend or other payments in respect of such security, and otherwise to
exercise all the rights and powers of an owner of such security.
8.06 Share Certificates - Every holder of one or more shares of the Corporation
shall be entitled, at his option, to a share certificate, or to a
non-transferable written acknowledgment of his right to obtain a share
certificate, stating the number and class or series of shares held by him as
shown on the securities register. Share certificates and acknowledgements of a
shareholder's right to a share certificate, respectively, shall be in such form
as the board shall from time to time approve. Any share certificate shall be
signed in accordance with section 2.04 and need not be under the corporate seal;
provided that, unless the board otherwise determines, certificates representing
shares in respect of which a transfer agent and/or registrar has been appointed
shall not be valid unless countersigned by or on behalf of such transfer agent
and/or registrar. The signature of one of the signing officers or, in the case
of share certificates which are not valid unless countersigned by or on behalf
of a transfer agent and/or registrar, the signatures of both signing officers,
may be printed or mechanically reproduced in facsimile upon share certificates
and every such facsimile signature shall for all purposes be deemed to be the
signature of the officer whose signature it reproduces and shall be binding upon
the Corporation. A share certificate executed as aforesaid shall be valid
notwithstanding that one or both of the officers whose facsimile signature
appears thereon no longer holds office at the date of issue of the certificate.
8.07 Replacement of Share Certificates - The board or any officer or agent
designated by the board may in its or his discretion direct the issue of a new
share certificate in lieu of and upon
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cancellation of a share certificate that has been mutilated or in substitution
for a share certificate claimed to have been lost, destroyed or wrongfully taken
if the owner:
(a) so requests before the Corporation has notice that the security has
been acquired by a bona fide purchaser;
(b) furnishes the Corporation with an indemnity bond sufficient, in the
opinion of the board, to protect the Corporation and any transfer
agent, registrar or other agent of the Corporation from any loss that
the Corporation or any of them may suffer by complying with the request
to issue the new share certificate; and
(c) satisfies any other reasonable requirements imposed by the
Corporation from time to time, whether generally or in any particular
case.
8.08 Joint Shareholders - If two or more persons are registered as joint holders
of any share, the Corporation shall not be bound to issue more than one
certificate or written acknowledgment referred to in section 8.06 in respect
thereof, and delivery of such certificate to one of such persons shall be
sufficient delivery to all of them. Any one of such persons may give effectual
receipts for the certificate issued in respect thereof or for any dividend,
bonus, return of capital or other money payable or warrant issuable in respect
of such share.
8.09 Deceased Shareholders - In the event of the death of a holder, or of one of
the joint holders, of any share, the Corporation shall not be required to make
any entry in the securities register in respect thereof or to make payment of
any dividends thereon except upon production of all such documents as may be
required by law and upon compliance with the reasonable requirements of the
Corporation and its transfer agents.
Section Nine
DIVIDENDS AND RIGHTS
9.01 Dividends - The board may from time to time declare dividends payable to
the shareholders according to their respective rights and interests in the
Corporation. Dividends may be paid by issuing fully paid shares of the
Corporation and, subject to the provisions of the Act, in money or property.
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9.02 Dividend Cheques - A dividend payable in cash shall be paid by cheque drawn
on the Corporation's bankers or one of them to the order of each registered
holder of shares of the class or series in respect of which it has been declared
and mailed by prepaid ordinary mail to such registered holder at his recorded
address, unless such holder otherwise directs. In the case of joint holders the
cheque shall, unless such joint holders otherwise direct, be made payable to the
order of all of such joint holders and mailed to them at their recorded address.
The mailing of such cheque as aforesaid, unless the same is not paid on due
presentation, shall satisfy and discharge the liability for the dividend to the
extent of the sum represented thereby plus the amount of any tax which the
Corporation is required to and does withhold.
9.03 Non-Receipt of Cheques - In the event of non-receipt of any dividend cheque
by the person to whom it is sent as aforesaid, the Corporation shall issue to
such person a replacement cheque for a like amount on such terms as to
indemnity, reimbursement of expenses and evidence of non-receipt and of title as
the board may from time to time prescribe, whether generally or in any
particular case.
9.04 Record Date for Dividends and Rights - The board may fix in advance a date,
preceding by not more than 50 days the date for the payment of any dividend or
the date for the issue of any warrant or other evidence of right to subscribe
for securities of the Corporation, as a record date for the determination of the
persons entitled to receive payment of such dividend or to exercise the right to
subscribe for such securities, provided that, unless notice of the record date
is waived in writing by every holder of a share of the class or series affected
whose name is set out in the securities register at the close of business on the
day the directors fix the record date, notice of any such record date shall be
given not less than 7 days before such record date, by newspaper advertisement
in the manner provided in the Act and by written notice to each stock exchange
in Canada on which the shares of the Corporation are listed for trading. Where
no record date is fixed in advance as aforesaid, the record date for the
determination of the persons entitled to receive payment of any dividend or to
exercise the right to subscribe for securities of the Corporation shall be at
the close of business on the day on which the resolution relating to such
dividend or right to subscribe is passed by the board.
9.05 Unclaimed Dividends - Any dividend unclaimed after a period of 6 years
from the date on which the same has been declared to be payable shall be
forfeited and shall revert to the Corporation.
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Section Ten
MEETINGS OF SHAREHOLDERS
10.01 Annual Meetings - Subject to section 10.19, the board shall call an annual
meeting of shareholders not later than eighteen months after the Corporation
comes into existence and subsequently not later than fifteen months after
holding the last preceding annual meeting, for the purpose of considering the
financial statements and reports required by the Act to be placed before the
annual meeting, electing directors, appointing auditors and for the transaction
of such other business as may properly be brought before the meeting.
10.02 Special Meetings - The board shall have power to call a special meeting of
shareholders at any time.
10.03 Place of Meetings - Meetings of shareholders shall be held at such place
in or outside Ontario as the board determines or, in the absence of such a
determination, at the place where the registered office of the Corporation is
located.
10.04 Notice of Meetings - Notice of the time and place of each meeting of
shareholders shall be given in the manner provided in section 12.01
(a) if the Corporation is an offering corporation, not less than 21
days; and
(b) if the Corporation is not an offering corporation, not less than 10
days;
but, in either case, not more than 50 days before the date of the meeting, to
each director, to the auditor and to each shareholder who at the close of
business on the record date for notice is entered in the securities register as
the holder of one or more shares carrying the right to vote at the meeting.
Notice of a meeting of shareholders called for any purpose other than
consideration of the financial statements and auditor's report, election of
directors and reappointment of the incumbent auditor shall state or be
accompanied by a statement of the nature of such business in sufficient detail
to permit the shareholder to form a reasoned judgment thereon, and the text of
any special resolution or by-law to be submitted to the meeting. A shareholder
and any other person entitled to attend a meeting of shareholders may in any
manner and at any time waive notice of or otherwise consent to a meeting of
shareholders.
10.05 List of Shareholders Entitled to Notice - For every meeting of
shareholders, the Corporation shall prepare a list of shareholders entitled to
receive notice of the meeting, arranged in
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alphabetical order and showing the number of shares entitled to vote at the
meeting-held by each shareholder. If a record date for the meeting is fixed
pursuant to section 10.06, the shareholders listed shall be those registered at
the close of business on such record date. If no record date is fixed, the
shareholders listed shall be those registered at the close of business on the
day immediately preceding the day on which notice of the meeting is given, or
where no such notice is given, on the day on which the meeting is held. The list
shall be available for examination by any shareholder during usual business
hours at the registered office of the Corporation or at the place where the
central securities register is maintained and at the meeting for which the list
was prepared. Where a separate list of shareholders has not been prepared, the
names of persons appearing in the securities register at the requisite time as
the holder of one or more shares carrying the right to vote at such meeting
shall be deemed to be a list of shareholders.
10.06 Record Date for Notice - The board may fix in advance a date, preceding
the date of any meeting of shareholders by not more than 50 days and not less
than 21 days, as a record date for the determination of the shareholders
entitled to notice of the meeting. If a record date is fixed, unless notice
thereof is waived in writing by every holder of a share of the class or series
affected whose name is set out in the share register at the close of business on
the day the directors fix the record date, notice thereof shall, not less than
seven days before the date so fixed, be given in the manner provided in the Act.
If no record date is so fixed, the record date for the determination of the
shareholders entitled to receive notice of the meeting shall be the close of
business on the day immediately preceding the day on which the notice is given
or if no notice is given, the day on which the meeting is held.
10.07 Meetings without Notice - A meeting of shareholders may be held without
notice at any time and place permitted by the Act:
(a) if all the shareholders entitled to vote thereat are present in
person or represented by proxy or if those not present or represented
by proxy waive notice of or otherwise consent to such meeting being
held; and
(b) if the auditors and the directors are present or waive notice of or
otherwise consent to such meeting being held.
At such a meeting any business may be transacted which the Corporation
at a meeting of shareholders may transact.
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10.08 Chairman, Secretary and Scrutineers - The president, or in his absence, a
vice-president who is a director shall preside as chairman at a meeting of
shareholders. If there is no president or such a vice-president or if at a
meeting none of them is present within 15 minutes after the time appointed for
the holding of the meeting, the shareholders present and entitled to vote shall
choose a person from their number to be the chairman. If the secretary of the
Corporation is absent, the chairman shall appoint some person, who need not be a
shareholder, to act as secretary of the meeting. If desired, one or more
scrutineers, who need not be shareholders, may be appointed by a resolution or
by the chairman with the consent of the meeting.
10.09 Persons Entitled to be Present - The only persons entitled to be present
at a meeting of shareholders shall be those entitled to vote thereat, the
directors and auditors of the Corporation and others who, although not entitled
to vote, are entitled or required under any provision of the Act or the articles
or by-laws to be present at the meeting. Any other person may be admitted only
on the invitation of the chairman of the meeting or with the consent of the
meeting.
10.10 Quorum - Subject to the Act in respect of a sole shareholder, a quorum for
the transaction of business at any meeting of shareholders shall be two persons
present in person, each being a shareholder entitled to vote thereat or a duly
appointed proxyholder or representative for a shareholder so entitled. If a
quorum is present at the opening of any meeting of shareholders, the
shareholders present or represented may proceed with the business of the meeting
notwithstanding that a quorum is not present throughout the meeting. If a quorum
is not present at the time appointed for the meeting or within a reasonable time
thereafter as the shareholders may determine, the shareholders present or
represented may adjourn the meeting to a fixed time and place but may not
transact any other business.
10.11 Right to Vote -Subject to the provisions of the Act as to authorized
representatives of any other body corporate, at any meeting of shareholders in
respect of which the Corporation has prepared the list referred to in section
10.05, every person who is named in such list shall be entitled to vote the
shares shown thereon opposite his name, except:
(a) where the Corporation has fixed a record date in respect of such
meeting pursuant to section 10.06, to the extent that any such person
has transferred any of his shares after such record date and the
transferee either produces properly endorsed share certificates or
otherwise establishes that he owns such shares and demands, not later
than 10 days before the meeting, that his name be included in the
list before the meeting; or
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(b) where the Corporation has not fixed a record date in respect of
such meeting pursuant to section 10.06, to the extent that any such
person has transferred any of his shares after the date on which the
list referred to in section 10.05 is prepared and the transferee,
either produces properly endorsed share certificates or otherwise
establishes that he owns such shares and demands, not later than 10
days before the meeting, that his name be included in the list before
the meeting,
in either of which cases the transferee is entitled to vote his shares at the
meeting.
In the absence of a list prepared as aforesaid in respect of a meeting
of shareholders, every person shall be entitled to vote at the meeting whose
name appears in the securities register as the holder of one or more shares
carrying the right to vote at such meeting.
10.12 Proxies - Every shareholder entitled to vote at a meeting of shareholders
may by means of a proxy appoint a proxyholder, or one or more alternate
proxyholders, who need not be shareholders, as his nominees to attend and act at
the meeting in the manner, to the extent and with the authority conferred by the
proxy. A proxy shall be executed by the shareholder or his attorney authorized
in writing or, if the shareholder is a body corporate, by an officer or attorney
thereof duly authorized. Every form of proxy, shall comply with the regulations
to the Act.
10.13 Time for Deposit of Proxies - The board may by resolution fix a time not
exceeding 48 hours, excluding Saturdays and holidays, preceding any meeting or
adjourned meeting of shareholders, before which time proxies to be used at that
meeting must be deposited with the Corporation or an agent thereof, and any
period of time so fixed shall be specified. in the notice calling the meeting. A
proxy shall be acted upon only if, prior to the time so specified, it shall have
been deposited with the Corporation or an agent thereof specified in such notice
or, if no such time is specified in such notice, unless it has been received by
the secretary of the Corporation or by the chairman of the meeting or any
adjournment thereof prior to the time of voting.
10.14 Joint Shareholders - If two or more persons hold shares jointly, any one
of them present in person or represented by proxy at a meeting of shareholders
may, in the absence of the other or others, vote the shares; but if two or more
of those persons are present in person or represented by proxy and vote, they
shall vote as one on the shares jointly held by them.
10.15 Votes to Govern - At any meeting of shareholders every question shall,
unless otherwise required by the articles or by-laws or by law, be determined by
the majority of the votes
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cast on the question. In case of an equality of votes, the chairman presiding
at, the meeting shall be entitled to a second or casting vote.
10.16 Show of Hands - Subject to the provisions of the Act, any question at a
meeting of shareholders shall be decided by a show of hands unless a ballot
thereon is required or demanded as hereinafter provided. Upon a show of hands
every person who is present and entitled to vote shall have one vote. Whenever a
vote by show of hands shall have been taken upon a question, unless a ballot
thereon is so required or demanded, a declaration by the chairman of the meeting
that the vote upon the question has been carried or carried by a particular
majority or not carried and an entry to that effect in the minutes of the
meeting shall be prima facie proof of the fact without proof of the number or
proportion of the votes recorded in favour of or against any resolution or other
proceeding in respect of the said question, and the result of the vote so taken
shall be the decision of the shareholders upon the said question.
10.17 Ballots - On any question proposed for consideration at a meeting of
shareholders, and whether or not a show of hands has been taken thereon, any
shareholder or proxyholder entitled to vote at the meeting may require or demand
a ballot. A ballot so required or demanded shall be taken in such manner as the
chairman shall direct. A requirement or demand for a ballot may be withdrawn at
any time prior to the taking of the ballot. If a ballot is taken each person
present shall be entitled, in respect of the shares which he is entitled to vote
at the meeting upon the question, to that number of votes provided by the Act or
the articles, and the result of the ballot so taken shall be the decision of the
shareholders upon the said question.
10.18 Adjournment - If a quorum is not present at the time appointed for a
meeting of shareholders or within such reasonable time thereafter as the
shareholders present may determine, the shareholders present may adjourn the
meeting to a fixed time and place but may not transact any other business. If a
meeting of shareholders is adjourned for less than 30 days, it shall not be
necessary to give notice of the adjourned meeting, other than by announcement at
the earliest meeting that is adjourned. If a meeting of shareholders is
adjourned by one or more adjournments for an aggregate of 30 days or more,
notice of the adjourned meeting shall be given as for an original meeting.
10.19 Resolution in Lieu of Meeting - Except where a written statement with
respect to the subject matter of the resolution is submitted by a director or
the auditors in accordance with the Act,
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(a) a resolution in writing signed by all the shareholders entitled to
vote on that resolution at a meeting of shareholders is as valid as if
it had been passed at a meeting of the shareholders; and
(b) a resolution in writing dealing with any matter required by the Act
to be dealt with at a meeting of shareholders, and signed by all the
shareholders entitled to vote at that meeting, satisfies all the
requirements of the Act relating to that meeting of shareholders.
10.20 Only One Shareholder - Where the Corporation has only one shareholder or
only one holder of any class or series of shares, the shareholder present in
person or by proxy constitutes a meeting.
Section Eleven
DIVISIONS AND DEPARTMENTS
11.01 Creation and Consolidation of Divisions - The board may cause the business
and operations of the Corporation or any part thereof to be divided or to be
segregated into one or more divisions upon such basis, including without
limitation, character or type of operation, geographical territory, product
manufactured or service rendered, as the board may consider appropriate in each
case. The board may also cause the business and operations of any such division
to be further divided into sub-units and the business and operations of any such
divisions or sub-units to be consolidated upon such basis as the board may
consider appropriate in each case.
11.02 Name of Division - Any division or its sub-units may be designated by such
name as the board may from time to time determine and may transact business
under such name, provided that the Corporation shall set out its name in legible
characters in all contracts, invoices, negotiable instruments and orders for
goods or services issued or made by or on behalf of the Corporation.
11.03 Officers of Divisions - From time to time the board or, if authorized by
the board, the chief executive officer, may appoint one or more officers for any
division, prescribe their powers and duties and settle their terms of employment
and remuneration. The board or, if authorized by the board, the chief executive
officer, may remove at its or his pleasure any officer so appointed, without
prejudice to such officer's rights under any employment contract. Officers of
divisions or their sub-units shall not, as such, be officers of the Corporation.
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Section Twelve
NOTICES
12.01 Method of Giving Notice - Any notice (which term includes any
communication or document) to be given (which term includes sent, delivered or
served) pursuant to the Act, the regulations thereunder, the articles, the
by-laws or otherwise to a shareholder, director, officer, auditor or member of a
committee of the board shall be sufficiently given if delivered personally to
the person to whom it is to be given or if delivered to his recorded address or
if mailed to him at his recorded address by prepaid ordinary or air mail or if
sent to him at his recorded address by any means of transmitted or recorded
communication. A notice so delivered shall be deemed to have been given when it
is delivered personally or to the recorded address as aforesaid; a notice so
mailed shall be deemed to have been received on the fifth day after mailing; and
a notice so sent by any means of transmitted or recorded communication shall be
deemed to have been given when dispatched or delivered to the appropriate
communication company or agency or its representative for dispatch. The
secretary may change or cause to be changed the recorded address of any
shareholder, director, officer, auditor or member of a committee of the board in
accordance with any information believed by him to be reliable.
12.02 Notice to Joint Shareholders - If two or more persons are registered as
joint holders of any share, any notice shall be addressed to all of such joint
holders but notice to one of such persons shall be sufficient notice to all of
them.
12.03 Computation of Time - In computing the date when notice must be given
under any provision requiring a specified number of days' notice of any meeting
or other event, "day" means a clear day and a period of days shall be deemed to
commence the day following the event that began the period and shall be deemed
to terminate at midnight of the last day of the period except that if the last
day of the period falls on a Sunday or holiday the period shall terminate at
midnight of the day next following that is not a Sunday or holiday.
12.04 Undelivered Notices - If any notice given to a shareholder pursuant to
section 12.01 is returned on three consecutive occasions because he cannot be
found, the Corporation shall not be required to give any further notices to such
shareholder until he informs the Corporation in writing of his new address.
12.05 Omissions and Errors - The accidental omission to give any notice to any
shareholder, director, officer, auditor or member of a committee of the board or
the non-receipt of any notice by
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any such person 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.
12.06 Persons Entitled by Death or Operation of Law - Every person who, by
operation of law, transfer, death of a shareholder or any other means
whatsoever, shall become entitled to any share, shall be bound by every notice
in respect of such share which shall have been duly given to the shareholder
from whom he derives his title to such share prior to his name and address being
entered on the securities register (whether such notice was given before or
after the happening of the event upon which he became so entitled) and prior to
his furnishing to the Corporation the proof of authority or evidence of his
entitlement prescribed by the Act.
12.07 Waiver of Notice - Any shareholder (or his duly appointed proxyholder),
director, officer, auditor or member of a committee of the board may at any time
waive the sending of any notice, or waive or abridge the time for any notice,
required to be given to him under any provision of the Act, the regulations
thereunder, the articles, the by-laws or otherwise and such waiver or
abridgement shall cure any default in the giving or in the time of such notice,
as the case may be. Any such waiver or abridgement shall be in writing except a
waiver of notice of a meeting of shareholders or of the board or a committee of
the board which may be given in any manner.
Section Thirteen
EFFECTIVE DATE
13.01 Effective Date - This by-law shall come into force when enacted by the
directors, subject to the Act.
ENACTED by the Board the 17th day of March, 1993.
WITNESS the corporate seal of the Corporation.
/s/ Adrienne Green /s/ Adrienne Green
-------------------------------- ------------------------------
Adrienne Green - President Adrienne Green - Secretary
CONFIRMED by the sole shareholder the 17th day of March, 1993.
/s/ Adrienne Green
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Adrienne Green Secretary
