BY-LAW NO. 1A
A by-law relating generally to the transaction of business and affairs of NRT
RESEARCH TECHNOLOGIES INC.
CONTENTS
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One - Interpretation
Two - Business of the Corporation
Three - Borrowing and Security
Four - Directors
Five - Committees
Six - Officers
Seven - Protection of Directors, Officers and
Others
Eight - Shares
Nine - Dividends and Rights
Ten - Meetings of Shareholders
Eleven - Notices
Twelve - Effective Date
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, 1982 (Ontario), or any statute that
may be substituted therefor, as from time to time amended;
"appoint" includes "elect" and vice versa;
"articles" means the articles on which is endorsed the certificate of
incorporation of the Corporation as from time to time amended or restated;
"board" means the board of directors of the Corporation and "director" means a
member of the board;
"by-laws" means this by-law and all other by-laws of the Corporation from time
to time in force and effect; "cheque" includes a draft;
"Corporation" means the corporation incorporated under the Act by the said
certificate endorsed on the articles and named "NRT RESEARCH TECHNOLOGIES INC.";
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"meeting of shareholders" includes the annual meeting of shareholders and a
special meeting of shareholders; and "special meeting of shareholders" includes
a meeting of any class or classes of shareholders and a special meeting of all
shareholders entitled to vote at an annual meeting of shareholders; and
"recorded address" has the meaning set forth in section
11.08.
Save as aforesaid, words and expressions defined in the Act, including "resident
Canadian" have the same meaning when used herein. Words importing the singular
gender include the plural and vice versa; words importing gender include the
masculine, feminine and neuter genders; and words importing a person include an
individual, sole proprietorship, partnership, unincorporated association,
unincorporated syndicate, unincorporated organization, trust, body corporate,
and a natural person in his capacity as trustee, executor, administrator, or
other legal representative.
SECTION TWO
BUSINESS OF THE CORPORATION
2.01 Registered Office
The registered office of the Corporation shall be at the place within
Ontario from time to time specified in the articles and at such location therein
initially as is specified in the articles and thereafter as the board may from
time to time determine.
2.02 Corporate Seal
The Corporation may, but need not have, a corporate seal and if one is
adopted it shall be in a form approved from time to time by the board.
2.03 Financial Year
Until changed by the board, the financial year of the Corporation shall
end on the last day of March in each year.
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2.04 Execution of Instruments
Deeds, transfers, assignments, contracts, obligations, certificates
and other instruments may be signed on behalf of the Corporation by two persons,
one of whom holds the office of chairman of the board, managing director,
president, vice-president or is a director and the other of whom is a director
of holds one of the said offices or the office of secretary, treasurer,
assistant secretary or assistant treasurer or any other office created by by-law
or by the board. In addition, the board or the said two persons 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 officers 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 theref or, 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.
2.06 Voting Rights in Other Bodies Corporate
The signing officers of the Corporation under section 2.04 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 shall be in favour of such persons as
may be determined by the officers executing or arranging for the same. In
addition, the board may from time to time direct the manner in which and the
persons by whom any particular voting rights or class of voting rights may or
shall be exercised.
2.07 Divisions
The board may cause the business and operations of the Corporation or
any part thereof to be divided into one or more divisions upon such basis,
including without
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limitations types of business or operations, geographical territories, product
lines or goods or services, as may be considered appropriate in each case. In
connection with any such divisions the board or, subject to the direction by the
board, the chief executive officer, may authorize from time to time, upon such
basis as may be considered appropriate in each cases:
(a) Subdivision and Consolidation - the further
----------------------------------
division of the business and operations of any such
division into sub-units and the consolidation of the
business and operations of any such divisions and
sub-units;
(b) Name - the designation of any such division or
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sub-unit by, and carrying on of the business
and operations of any such division or sub-unit
under, a name other than the name of the Corporation;
provided that the Corporation shall set out its name
in legible characters in all places required by law;
and
(c) Officers - the appointment of officers for any such division or
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sub-unit, the determination of their powers and duties, and the
removal of any of such officers so appointed, provided that any
such officers shall not, as such, be officers of the
Corporation.
SECTION THREE
BORROWING AND SECURITY
3.01 Borrowing Power
Without limiting the borrowing powers of the Corporation as set
forth in the Act, but subject to the articles, the board may from time to time
on behalf of the Corporation, without authorization of the shareholders:
(a) borrow money upon the credit of the Corporation;
(b) issue, reissue, sell or pledge bonds, debentures, notes or
other evidences of indebtedness or guarantee of the Corporation,
whether secured or unsecured;
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(c) to the extent permitted by the directly or indirectly financial to
any person by means of a loan, on behalf of the Corporation
performance present Act, give assistance a guarantee to secure
of any or future indebtedness, liability or obligation of any
person, or otherwise; and
(d) mortgage, hypothecate, pledge or otherwise create a security interest
in all or any currently owned or subsequently acquired real or
personal, movable or immovable, property of the Corporation including
book debts, rights, powers, franchises and undertakings, to secure any
such bonds, debentures, notes or other evidences of indebtedness or
guarantee or any other present or future indebtedness, liability
or 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
Subject to the Act and the articles, the board may from time to time
delegate to a committee of the board, a director or any officer of the
Corporation or any other person as may be designated by the board all or any of
the powers conferred on the board by section 3.01 or by the Act to such extent
and in such manner as the board may determine at the time of such delegation.
SECTION FOUR
DIRECTORS
4.01 Number of Directors
Until changed in accordance with the Act, the board shall consist of not
fewer that three and not more than the maximum number of directors provided in
the articles.
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4.02 Qualification
No person shall be qualified for election or appointment as a director
if he is less than 18 years of age; if he is of unsound mind or incapable of
managing his affairs, 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. At least one-third of the directors shall not be officers or
employees of the Corporation or any of its affiliates.
4.03 Election and Term
The election of directors shall take place at each annual meeting of
shareholders and all the directors then in office shall retire but, if
qualified, shall be eligible for re-election. Subject to the Act, the number of
directors to be elected at any such meeting shall be the number of directors
determined from time to time by special resolution or, if the special resolution
empowers the directors to determine the number, by resolution of the board.
Where the shareholders adopt an amendment to the articles to increase the number
or minimum number of directors, the shareholders may, at the meeting at which
they adopted the amendment, elect the additional number of directors authorized
by the amendment. The election shall be by resolution, or if demanded by a
shareholder or a proxyholder, by ballot. If an election of directors is not
held at the proper time, the incumbent directors shall continue in office until
their successors are elected.
4.04 Removal of Directors
Subject to the Act, the shareholders may by ordinary resolution passed
at an annual or special meeting of shareholders remove any directors from office
and the vacancy created by such removal may be filled at the same meeting,
failing which it may be filled by the board.
4.05 Vacation of Office
A director ceases to hold office when he dies; he is removed from
office by the shareholders; he ceases to be qualified for election as a
director; or his written resignation is received by the Corporation, or, if
a time is specified in such resignation, at the time so specified, whichever
is later.
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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 minimum
number of directors or from a failure of the shareholders to elect the number
or minimum number of directors.
4.07 Action by the Board
The board shall manage or supervise the management of the business and
affairs of the Corporation. The powers of the board may be exercised at a
meeting (subject to sections 4.08 and 4.09) 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.
4.08 Canadian Majority at Meetings
The board shall not transact business at a meeting, other than filling
a vacancy in the board, unless a majority of the directors present are resident
Canadians, except where:
(a) a resident Canadian director who is unable to be present
approves in writing or by telephone, electronic, or other
communications facilities the business transacted at the
meeting; and
(b) a majority of resident Canadians would have een present had
that director been present at the meeting.
4.09 Meeting by Telephone
If all of the directors of the Corporation consent thereto generally or
in respect of a particular meeting, a director may participate in a meeting of
the board or of a committee of the board by means of such telephone, electronic
or other communications facilities as permits all persons participating in the
meeting to communicate with each other simultaneously and instantaneously, and
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a director participating in such a meeting by such means is deemed 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.
4.10 Place of Meetings
Meetings of the board may be held at any place within or outside
Ontario and in any financial year of the Corporation a majority of the meetings
need not be held in 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 board, the chairman of the board, the managing director,
the president or any two directors 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 Eleven to each director not less than 48
hours before the time when the meeting is to be held. 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 or the
general nature thereof to be specified.
4.13 First Meeting of a 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 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
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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 or
president. If no such officer is present, the directors present shall choose
one of their number to be chairman.
4.17 Quorum
Subject to section 4.08, the quorum for the transaction of business at
any meeting of the board shall be two-fifths of the number of directors or
minimum number of directors, as the case may be, or such greater number of
directors as the board may from time to time determine.
4.18 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.
4.19 Conflict of Interest
A director 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 to the Corporation the nature and extent of his interest at the
time and in the manner provided by the Act. Such a director shall not vote on
any resolution to approve the same except as provided by the Act.
4.20 Remuneration and Expenses
The directors shall be paid such remuneration for their services as
the board may from time to time determine. The directors shall also be entitled
to be reimbursed for traveling and other expenses properly incurred by them
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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 there for.
SECTION FIVE
COMMITTEES
5.01 Committees of the Board
The board may appoint from their number one or more committees of the
board, however designated, and delegate to any such committee any of the powers
of the board except those which pertain to items which, under the Act, a
committee of the board has not authority to exercise. A majority of the members
of any such committee shall be resident Canadians.
5.02 Transaction of Business
The powers of a committee of the board may be exercised by a meeting
at which a quorum is present or by resolution in writing signed by all 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
in or outside Ontario.
5.03 Audit Committee
The board shall elect annually from among its number an audit
committee to be composed of not fewer than three directors of whom a majority
shall not be officers or employees of the Corporation or its affiliates. The
audit committee shall have the powers and duties provided in the Act.
5.04 Advisory Bodies
The board may from time to time appoint such advisory bodies as it
may deem advisable.
5.05 Procedure
Unless otherwise determined by the board each committee and advisory
body shall have power to fix its ~rww~ at not less than a majority of its
members, to elect its chairman and to regulate its procedure.
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SECTION SIX
OFFICERS
6.01 Appointment
The board may from time to time appoint a president, one or more
vice-presidents (to which title may be added words indicating ~eniority 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.
One person may hold more than one office. The board may specify the duties of
and, in accordance with this by-law and subject to the Act, delegate to such
officers powers to manage the business and affairs of the Corporation. Subject
to section 6.02 and 6.03, an officer may but need not be a director.
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 assigned to the
managing director or to the president; and he shall have such other powers and
duties as the board may specify.
6.03 Managing Director
The board may from time to time also 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
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 president shall be the chief operating officer, 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 Secretary
Unless otherwise determined by the board, the secretary shall be the
secretary of all meetings of the board, shareholders and committees of the board
that he attends. The secretary shall enter or cause to be entered in records
kept for that purpose minutes of all proceedings at meetings of the board,
shareholders and committees of the board, whether or not he attends such
meetings; he shall give or cause to be given, as and when instructed, all notice
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,
records 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 otherwise may be specified.
6.06 Treasurer
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 otherwise may be specified.
6.07 Powers and Duties of Officers
The powers and duties of all officers shall be such as the terms of
their engagement cal). for or as the board or (except for those whose powers
and duties are to be specified only by the board) the chief executive officer
may specify. The board and (except as aforesaid) the chief executive officer
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. Any of the powers and duties of an
officer to whom an assistant has been appointed may be exercised and performed
by such assistant, un~eee the beerd or the chief executive officer otherwise
directs.
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6.08 Term of Office
The board, in its discretion, may remove any officer of the
Corporation. Otherwise each officer appointed by the board shall hold office
until his successor is appointed or until his earlier resignation.
6.09 Agents and Attorneys
The Corporation, by or under the authority of the board, shall have
power from time to time to appoint agents or attorney for the Corporation in or
outside Canada with such powers (including the power to subdelegate) of
management, administration or otherwise as may be thought fit.
6.10 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 4.19.
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, neglects or defaults of any other director, 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
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his part, or for any other loss, damage or misfortune which shall happen in the
execution of the duties of his office or in relation thereto; 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
branch thereof.
7.02 Indemnity
Subject to the Act, the Corporation shall indemnify a director or
officer, a former director or officer, 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, 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 or law permits or requires. Nothing in this by-law
shall limit the right of any person entitled to indemnity to claim indemnity
apart from the provisions of this by-law.
7.03 Insurance
Subject to the Act, the Corporation may purchase and maintain such
insurance for the benefit of any person referred to in section 7.02 hereof as
the board may from time to time determine.
SECTION EIGHT
SHARES
8.01 Allotment of Shares
Subject to the Act, the board may from time to time allot or grant
options to purchase the whole or any part of the authorized and unissed shares
of the Corporation
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at such times and to such persons and for such consideration as the board shall
determine, provided that no shares shall be issued until it is fully paid as
provided 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, whether from the Corporation or
from any other person, or procuring or agreeing to procure purchasers for any
such shares.
8.03 Registration of Transfers
Subject to the Act, no transfer of a share shall be registered in a
securities register except upon presentation of the certificate representing
such shares with an endorsement which complies with the Act made thereon or
delivered therewith duly executed by an 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, and upon payment of all
applicable taxes and any reasonable fees prescribed by the board, and upon
compliance with such restrictions on issue, transfer or ownership as are
authorized by the articles.
8.04 Non-recognition of Trusts
Subject to the Act, the Corporation may treat the registered holder of
any share as the person exclusively entitled to vote, to receive notices, to
receive any dividend or other payment in respect of the share, and otherwise to
exercise all the rights and powers of any owner of the share.
8.05 Share Certificate
Every holder of one or more shares of the Corporatior shall be
entitled, at his option, to a share certificate or to a non-transferable written
certificate of acknowledgment of his rights to obtain a share certificate
stating the number and class or series of shares held b' him as shown on the
securities register. Such certificate shall be in such form as to board may
from time to time approve. Any such certificate shall be signed in accordance
with section 2.04 and need not be under the corporate seal.
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8.06 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 or other such certificate in
lieu of and upon cancellation of a certificate that has been mutilated or in
substitution for a certificate claimed to have been lost, apparently destroyed
or wrongfully taken on payment of such reasonable fee and on such terms as to
indemnity, reimbursement of expenses and evidence of loss and of title as the
board may from time to time prescribe, whether generally or in any particular
case.
8.07 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 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.
8.08 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 any dividend or other payments
in respect thereof 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
Subject to the Act, 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 in money or property or by issuing
fully paid shares of the Corporation or options or rights
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to acquire fully paid shares of the Corporation. 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.
9.02 Dividend Cheques
A dividend payable in money shall be paid by cheque 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. 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.
9.03 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 the right to subscribe f or securities of the
Corporation, as a record date for the determination of the persons entitled to
received payment of such dividend or to exercise the right to subscribe for such
securities, and notice of any such record date shall be given not less than 7
days before such record date in the manner provided by the Act. If no record
date is so fixed, the record date for the determination of the persons entitled
to receive payment of any dividend or to exercise the right to subscribe f or
securities of the Corporation shall be at the close of business on the day on
which the resolution relating
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to such dividend or rights to subscribe is passed by the board.
SECTION TEN
MEETINGS OF SHAREHOLDERS
10.01 Annual Meetings
The annual meeting of shareholders shall be held at such time in each
year, and subject to section 10.03, at such place as the board, the chairman of
the board, the managing director or the president may from time to time
determine, 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, the chairman of the board, the managing director or the
president shall have power to call a special meeting of shareholders at any
time.
10.03 Place of Meetings
Meetings of shareholders of the Corporation shall be held at such
place in or outside Ontario as the directors determine 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 Eleven not less than 21 nor 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 minutes of an earlier meeting,
financial statements and auditor's report, election of director and
reappointment of the incumbent auditor shall state the nature of such business
in sufficient detail to permit the shareholder
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to form a reasoned judgment thereon and shall state the text of any
special resolution or by-law to be submitted to the meeting.
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
alphabetical order and showing the number of shares held by each shareholder
entitled to vote at the meeting. 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.
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, and 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. If no such record date is so fixed, the record date f or the
determination of the shareholders entitled to receive notice of the meeting
shall be at the close of business on the day immediately preceding the day on
which the notice is given or, if no notice is given, shall be 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 duly represented or if those not present or represented
... 20/
<PAGE>
-20-
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; so long as such shareholders, auditors or directors
present are not attending for the express purpose of objecting to the
transaction of any business on the grounds that the meeting is not lawfully
called. At such a meeting, any business may be transacted which the Corporation
at a meeting of shareholders may transact.
10.08 Chairman, Secretary and Scrutineers
The chairman of any meeting of shareholders shall be the first
mentioned of such of the following officers as have been appointed and who is
present at the meeting: managing director, president, chairman of the board, or
a vice-president who is a shareholder. If no such officer is present within 15
minutes from the time fixed for holding the meeting, the persons present and
entitled to vote shall choose one of their number to be 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 auditor 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 majority 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 f or a shareholder so entitled. If a
quorum is present at the
... 21
<PAGE>
-21-
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 a~ the
shareholders may determine, the shareholders present or represented may adjourn
the meeting to a fixed time and place but may not transact ahy other business.
10.11 Right to Vote
Every person named in the list referred to in section 10.05 shall be
entitled to vote the shares shown thereon opposite his name at the meeting to
which such list relates, except to the extent that (a) where the Corporation has
fixed a record date in respect of such meeting, such person has transferred any
of his shares after such record date or, where the Corporation has not fixed a
record date in respect of such meeting, such person has transferred any of his
shares after the date on which such list was prepared, and (b) the transferee,
having produced properly endorsed certificates evidencing such shares or having
otherwise established that he owns such shares, has demanded not later than 10
days before the meeting that his name be included in such list. In any such
excepted case the tranferee shall be entitled to vote the transferred shares at
such meeting.
10.12 Proxyholders and Representatives
Every shareholder entitled to vote at a meeting of shareholders may
appoint a proxyholder, or one or more alternate proxyholders, as his nominee to
attend and act at the meeting in the manner and to the extent authorized and
with the authority conferred by the proxy. A proxy shall be in writing executed
by the shareholder or his attorney and shall conform with the requirements of
the Act. Alternatively, every such shareholder which is a body corporate or
association may authorize by resolution of its directors or governing body an
individual to represent it at a meeting of shareholders and such individual may
exercise on the shareholder's behalf all the powers it could exercise if it were
an individual shareholder. The authority of such an individual shall be
established by
... 22
<PAGE>
-22-
depositing with the Corporation a certified copy of such resolution, or in such
other manner as may be satisfactory to the secretary of the Corporation or the
chairman of the meeting. Any such proxyholder or representative need not be a
shareholder.
10.13 Time for Deposit of Proxies
The board may fix a time not exceeding 48 hours, excluding Saturdays
and holidays, before which time proxies to be used at the 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 having been specified in such notice, 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 person hold shares jointly, any one of them present in
person or duly represented 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 and vote, they shall vote as one 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 a majority of
the votes cast on the question. In case of an equality of votes either upon a
show of hands or upon a poll, the chairman of the meeting shall be entitled to a
second or casting vote.
10.16 Show of Hands
Subject to 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, and 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
... 23
<PAGE>
-23-
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 evidence of the fact without
proof of the number or proportion of the notes 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 thereof, the
chairman may require a ballot or any person who is present and entitled to vote
on such question at the meeting may 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
On any question proposed for consideration at a meeting of
shareholders, and whether or not a show of hands has been taken thereof, the
chairman may require a ballot or any person who is present and entitled to vote
on such question at the meeting may 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.
10.19 Action in Writing by Shareholders
A Resolution in writing signed by all the shareholders entitled to vote
on that resolution at a meeting
... 24
<PAGE>
-24-
of shareholders is as valid as if it had been passed at a meeting of the
shareholders unless, in accordance with the Act, (a) in the case of the
resignation or removal of a director, or the appointment or election of another
person to fill the place of such director, a written statement is submitted to
the Corporation by the director giving the reasons for his resignation for the
purpose of removing him from office or the election of. another person to fill
the office of such director; or (b) in the case of the removal or resignation of
an auditor, or the appointment or election of another person to fill the office
of auditor, representations in writing are made to the Corporation by that
auditor concerning his proposed removal, the appointment or election of another
person to fill the office of auditor, or his resignation.
SECTION ELEVEN
NOTICES
11.01 Method of Giving Notices
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 mailed to him at his recorded address by any means of prepaid
transmitted or recorded communication. A notice so delivered shall be deemed to
have been given when it is delivered personally and a notice so mailed 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 to 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.
11.02 Notice to Joint Shareholders
If two or more persons are registered as joint holders of any share,
any notice may be address to all such joint holders, but notice addressed to one
of such persons shall be sufficient notice to all of them.
... 25/
<PAGE>
-25-
11.03 Computation of Time
In computing the period of days when notice must be given under any
provisions requiring a specified number of days' notice of any meeting or other
event, the period shall be deemed to commence the day following the event that
began the period and shall be deemed to terminate at midnight of th~ 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.
11.04 Undelivered Notices
If any notice given to a shareholder pursuant to section 11.01 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.
11.05 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 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.
11.06 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.
... 26/
<PAGE>
-26-
11.07 Waiver of Notice
Any shareholder, proxyholder or other person entitled to attend a
meeting of shareholders, director, officer, auditor or member of a committee of
the board may at any time waive any notice or waive or abridge the time for any
notice, required to be given to him under the Act, the regulations thereunder,
the articles, the by-laws or otherwise, and such waiver or abridgement, whether
given before or after the meeting or other event of which notice is required to
be given, 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.
11.08 Interpretation
In this by-law, "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; in
the case of an officer, auditor, or member of a committee of the board, his
latest address as recorded in the records of the Corporation; and in the case of
a director, his latest address as recorded in the most recent notice filed under
the Corporations Information Act, whichever is the more current.
SECTION TWELVE
EFFECTIVE DATE
12.01 Effective Date
This by-law shall come into force when made by the beard in accordance
with the Act.
12.02 Repeal
All previous by-laws of the Corporation are repealed as of the coming
into force of this by-law. 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, or the validity of any articles
(as defined in the Act) or predecessor charter documents of the
... 27/
<PAGE>
-27-
Corporation obtained 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 under the provisions of this by-law and all resolutions of the
shareholders or the board or a committee of the board with continuing effect
passed under any repealed by-law shall continue to be good and valid except to
the extent inconsistent with this by-law and until. amended or repealed.
MADE by the board the 1st day of October, l985.
/s/
--------------------------
President
C/s
/s/
--------------------------
Secretary
CONFIRMED by the shareholders in accordance with the Act the 25th day of
October, 1985.
/s/
--------------------------
Secretary
<PAGE>
FORM 203 (3-84)
To be used only in cases of corporations incorporated under the Canada Business
Corporations Act. The Corporations Acts of Manitoba and Ontario and The
Business Corporations Act of Saskatchewan or The Business Corporations Act, 1982
of Ontario.
In cases of corporations, Incorporated by Special Act of Canada or any such
province. If Form 200 has required amendment, this form also may need to be
amended.
CORPORATIONS
------------
RESOLUTION OF DIRECTORS REGARDING BANKING AND SECURITY
NRT RESEARCH TECHNOLOGIES INC. (hereinafter called the "Corporation")
-----------------------------------
(Name of Corporation)
Head Office: 25 Adelaide St. E., #711, Toronto, Ontario M5C 1Y2
-------------------------------------------------------------------
(Name of
Act.)
INCORPORATED UNDER Business Corporations Act (1982)
------------------------------------------------------------
RESOLVED:
1. THAT THE ROYAL BANK OF CANADA (hereinafter called the "Bank") be and
is hereby appointed the Banker of the Corporation.
(Where possible use titles only.)
2. THAT any officer, director or duly-authorized representive
---------------------------------------------------------------
of the Corporation
--------------------------------------------------------------------------------
or any one of them or any one of the persons mentioned in Clause 3 hereof or any
one of any persons from time to time desitjnated in writing by the President,
Vice-President, Secretary. Treasurer or Secretary-Treasurer, be and is hereby
authorized on behalf of the Corporation from time to time
(a) to deposit with or negotiate or transfer to the Bank (but only for
credit of the Corporation) all or any cheques, promissory notes, bills of
exchange, orders for the payment of money and other paper negotiable or
otherwise, interest or dividend coupons and Warrants, securities maturing
or called for redemption, and the proceeds of any of them, and for such
purpose to make, draw, endorse, sign, execute and deliver all or any of the
foregoing or deliver all or any thereof to the Bank endorsed with the name
of the Corporation impressed thereon by rubber stamp or otherwise; and
(b) to receive all paid cheques and vouchers and sign and deliver to
the Bank the Bank's form of settlement of balances and release, and to
arrange, settle, balance and certify all books and accounts between the
Corporation and the Bank, and to receive all securities attached to drafts
drawn on the Corporation to be delivered upon payment of the drafts and all
commercial and other paper, and to sign and deliver to the Bank receipts
for all or any of the foregoing.
3. THAT any two directors
--------------------------------------------------------------------
--------------------------------------------------------------------------------
be and are/is hereby authorized on behalf of the Corporation from time to time
(Where possible, use titles only. If two or more must act together. use
words showing joint action required. e.g. "the President and the Treasurer
jointly" or "the President, the Treasurer and its. Secretary or any two of
them".
(a) to make, draw, accept, endorse, sign and execute, under the
corporate sea) or otherwise. cheques, promissory notes. bills of exchange,
orders for the payment of money and other instruments whether negotiable or
not, contracts for letters of credit and forward exchange, and agreements
obligating the Corporation to the Bank in respect of obligations or
liabilities incurred or to be incurred by the Bank for the account or
benefit of the Corporation.
(b) to borrow money from the Bank upon the credit of the Corporation
in such amounts and on such terms as may be deemed expedient by obtaining
loans or advances or by way of overdraft or otherwise;
(c) to mortgage, hypothecate, charge or pledge, create a security
interest in or give security under The Bank Act or otherwise upon, all or
any of the property, real and personal, immoveable and moveable,
undertaking and rights of the Corporation, present and future to secure all
or any money borrowed or to be borrowed from the Bank, or obligations or
liabilities of the Corporation, present or future, to the Bank. the nature
and form of any such security and the rights, powers and authorities
exercisable by the Bank or any person or persons thereunder or in respect
thereof to be satisfactory to the Bank;
<PAGE>
(d) to sign or execute, under the corporate seal or otherwise, and
deliver all such assignments, transfers. conveyances, hypothecs, mortgages,
charges, pledges, security under The Bank Act or other security, notices of
intention to give security under section 178 of The Bank Act, promises to
give security under The Bank Act, agreements, deeds, releases, discharges
and other documents and writings as they/he in their/his discretion may
consider necessary or useful in connection with the Corporation's business
with the Bank or as the Bank may request;
(e) generally to exercise all rights, powers and authorities which the
Directors might or could exercise under the authority of the Corporation's
Charter or Articles and By-Laws or Articles and Memorandum of Association
and the laws governing the Corporation.
4. THAT the person or persons authorized by Clause 3 hereof, or the
person or persons from time to time designated in writing by (a) the President
or Vice-President and (b) the Secretary or Treasurer or Secretary-Treasurer. be
and is/are hereby authorized on behalf of the Corporation from time to time to
withdraw from the Bank all or any securities and property held by the Bank for
safekeeping on behalf of the Corporation or as collateral security or otherwise
and sign and deliver receipts therefor or to direct the Bank by written
instructions signed by such person or persons to deliver all or any such
securities and property to any person or persons named in such instructions.
5. THAT all instruments, whether negotiable or not, documents and
writings made, drawn, accepted, endorsed, signed or executed as hereinbefore
provided and delivered by any bearer therof shall be valid and binding upon the
Corporation, and the Bank is hereby authorized to act thereon and give effect
thereto.
6. THAT each branch or agency of the Bank at which an account of the
Corporation is kept be furnished with a copy, certified by the Secretary under
the Corporation's seal, of this resolution, and with a list of all persons
authorized by this resolution to act for the Corporation and with written notice
of any changes which may take place in such list from time to time (any such
notice to be binding on the Bank only from the time when its receipt is duly
acknowledged in writing), and with all designations of persons made pursuant to
Clause 2 or Clause 4 hereof, and with specimens of the signatures of all persons
so authorized or designated; and that this resolution shall remain in force and
be binding upon the Corporation until a copy, certified by the Secretary under
the Corporation's seal, of a resolution of the Directors of the Corporation
repealing or replacing this resolution shall have been received by the manager
of each such branch or agency of the Bank and duly acknowledged in writing, and
that the said list with any changes notified and acknowledged as aforesaid and
the said designations shall respectively remain in force and be binding upon the
Corporation until written notice to the contrary shall have been received and
acknowledged as aforesaid.
CERTIFICATE
It is hereby certified by the undersigned that the foregoing is a resolution of
the Directors of the Corporation in accordance with the Charter and/or Articles
and the By-laws of the Corporation or in any unanimous shareholder's agreement
made by the shareholders of the Corporation and all other laws governing the
Corporation, which resolution is now in full force and effect.
AS WITNESS the corporate seal of the Corporation this 10th day of December 1986
---- -------- ----
NRT RESEARCH TECHNOLOGIES INC.
--------------------------------
(CORPORATE SEAL) (Secretary)
<PAGE>
COMPANIES - LIST OF OFFICERS AND DIRECTORS FORM 218(5-77)
To:
THE ROYAL BANK OF CANADA
I, the undersigned, Secretary of
NRT RESEARCH TECHNOLOGIES INC.
-----------------------------------------------
(Name of Company)
hereby certify that the following arc its officers and directors, namely:
OFFICERS (NAMES AND TITLES)
------------------------------
President: R. Bruce Boyden
Secretary: Ivan THornley-Hall
DIRECTORS
---------
R. Bruce Boyden
Ivan Thornley-Hall
William Aber
Adrian Phillips
Dated at Toronto this 10th day of December l986.
----------- ------- --------- --
NRT RESEARCH TECHNOLOGIES INC
CORPORATE SEAL /s/
-------------------------------
Secretary
<PAGE>
(For use only with Corporations FORM 207 (3-84)
governed by the Canada Business
Corporations Act, The Corporations
Act of Manitoba, the Business Corporations
Act of New Brunswick and The Business
Corporations Act 1982 of Ontario)
CERTIFICATE
TO:
I, the undersigned Secretary of
NRT RESEARCH TECHNOLOGIES INC.
--------------------------------------------------------------------------------
(Name of Corporation)
hereby certify that there are no provisions in the articles or bylaws of the
Corporation or in any unanimous shareholders' agreement which restrict or limit
the powers of the Corporation to borrow money upon the credit of the
Corporation, to issue, reissue, sell or pledge debt obligations of the
Corporation, to mortgage, hypothecate, pledge or otherwise create a security
interest in all or any property of the Corporation, owned or subsequently
acquired, to secure any debt obligation of the Corporation or to give financial
assistance by means of a guarantee to any person and to delegate the powers
referred to above to a director, officer or committee of directors.
This Certificate shall remain in force and be binding upon the Corporation
as regards any party acting on the faith thereof, until a copy, certified by the
Secretary of the Corporation, of a Certificate, repealing or replacing this
Certificate shall have been received by such party and duly acknowledged in
writing.
Dated at Toronto this 10th day of December 19 86
------------ --------- ---------- ----
NRT RESEARCH TECHNOLOGIES INC
/s/
(Corporate Seal) ---------------------------------
(Secretary)
<PAGE>
FORM 459 (6-85)
Operation and Verification of Account Agreement
In consideration of THE ROYAL BANK OF CANADA (hereinafter referred toss the
Bank) keeping in its books an account opened by the undersigned arid negotiating
for or taking on depositor for discount or for Collection ores collateral
security or otherwise from the undersigned, bills of exchange, cheque.
promissory notes, bank and express money orders or of her orders for the payment
of money, coupons, tickets pertaining to the purchase of grain, livestock and
other produce. or other instruments or securities whether or not the
undersigned is a party thereto (the whole hereinafter referred to as
instruments, which shall be deemed to include instruments drawn on any branch of
the Bank), (he undersigned hereby agrees with the bank as follows:
(1) That presentment, notice of dishonor, protest and notice of protest
of all instruments is hereby waived unless the Bank receives at or prior to let
maturity special written instructions to the contrary from the undersigned in
respect of any Specified instrument or instruments, end that, subject to any
such special written instructions, the undersigned shall be responsible and
liable to the Bank on all instruments in the same manner and to the same extent
as if the instruments had been duly presented and protested and notice of
dishonour and notice of protest given as regards alt parties thereto as required
y any law applicable thereto, and that any person (other than a member of the
Banks staff) employed by the Bank to carry out any such special written
instructions shall be deemed to be the agent of the undersigned.
(2) That the Bank is authorized to present for payment or acceptance or
collect the instruments through such banks or other agents as the Bank may deem
best, at the sole risk and expense of the undersigned, and, save to the extent
that definite instructions have been received by the Bank from the undersigned,
to give to such banks or other agents such instructions as to collection as the
Bank may deem best, and that the Bank may accept either cash or bank drafts,
cheques, settlement vouchers, clearing house slips or any other evidence of
payment, in payment of the instruments or in remittance therefor.
(3) That the undersigned will indemnify the Bank against all claims
made against the Bank and/or liability incurred by the Bank under any law having
effect within the jurisdiction where any of the instruments are or may be
payable, including, but without limiting the generality of the foregoing, any
claim and/or liability which may arise by reason of the endorsement of the Bank
or any branch or agency thereof and also against all claims and/or liability
rising with respect to tickets pertaining to the purchase of grain, livestock
and other produce whether by reason of forgery thereof or unauthorized
signatures thereon or otherwise.
(4) That the Bank is authorized to debit the account of the undersigned
with any of the instruments, or any of the evidences of payment referred to in
Section (2) hereof, which are not paid on presentation or which if paid the Bank
may be called upon to refund, or which may be dishonored by non-acceptance or
non-payment or any party to which is bankrupt or insolvent, or which, or the
proceeds of which, through no fault of the Bank have been lost, stolen or
destroyed. or which, or the proceeds of which, for any reason the Bank is
unable to collect or withdraw, together with all costs, charges and expenses
incurred by the Bank in Connection therewith and/or to debit the account of the
undersigned with any cheques drawn on the branch of the Bank it which the
account of the undersigned is being carried and which have been cashed,
negotiated or credited to the account of the undersigned but which have not been
found good.
(5) That the Bank is authorized to pay as in the case of an ordinary
cheque and debit the account of the undersigned in the customary manner with
every promissory note or acceptance of the undersigned presented for payment at
the branch of the Bank at which the account of the undersigned is being carried.
(6) That in the event that the account is overdrawn:
(a) the Bank will be entitled to take whatever action it deems
appropriate and, without limiting the generality of the
foregoing, the Bank wilt not be obliged to honour any cheques,
the whole without any notice or delay:
(b) The undersigned will agree to pay the amount indicated on the
monthly statement of account.
(7) That the undersigned will repay to the Bank all amounts debited to
the account at the undersigned in accordance with the provisions of this
agreement.
(8) That the Bank may from time to time make and debit to the aforesaid
account its usual charges for the keeping of the account which charges he
undersigned hereby agree(s) to pay.
(9) That where a Statement of account and relative vouchers are to be
rendered by the Bank:
(a) the undersigned will verify the correctness of each Statement of
account received from the Bank:
(b) If a statement of account and relative vouchers are not received
on or before the l0th day after the end of the cycle agreed on
for their preparation, the undersigned will notify the Bank not
later than 5 days thereafter:
(c) The undersigned will within 30 days and not thereafter following
the end of the cycle agreed on for the statement of account
preparation, notify the Bank in writings) the branch or agency
where the account is kept. of any alleged omissions from or
inaccurate entries in the account as so stated:
(d) that at the end of the said 30 days the account as kept by the
Bank shall be conclusive evidence without any further proof that
except as to any alleged errors of which the Bank has been so
notified and any payments made on forged or unauthorized
endorsements the account Contains aft credits that should be
contained therein and no debits that should not be Contained
therein and all the entries therein are correct and subject to
the above exception the Bank shall be free from all claims in
respect of the account.
(10) That Should the undersigned conduct an account or accounts at more
than one branch of the Bank, the provisions of this agreement shall apply to
each of such accounts unless (he undersigned gives the Bank special written
instructions lathe Contrary designating the particular account or - accounts to
which the provisions of this agreement shall not apply.
(11) That this is to be a continuing consent and agreement and shall
bind the undersigned and the heirs, executors, administrators. successors and
assigns of the undersigned.
Dated at Toronto , this 10th day of
------------------------------------ -------------------
December ,19 86
----------------------- ----
NRT RESEARCH TECHNOLOGIES INC.
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Customer(s) Name
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(Authorized Signature)
/s/
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(Authorized Signature)
N.B. - This agreement binds only the party by whom it is signed. It does
not affect the rights of other persons who are parties to the items.
The agreement does not apply to items drawn or endorsed by the
customer which are lodged by other parties.
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