BYLAWS
OF
PREDATOR VENTURES LTD.
(a Wyoming Corporation)
TABLE OF CONTENTS
Section Page
1 Definitions 1
2 Shares & Share Certificates 2
3 Issue of Shares 4
4 Share Registers 5
5 Transfer of Shares 5
6 Transmission of Shares 7
7 Alteration of Capital 7
8 Purchase and Redemption of Shares 9
9 Borrowing Powers 10
10 Shareholders meetings 11
11 Proceedings at Shareholders Meetings 12
12 Votes of Shareholders 15
13 Directors 18
14 Election and Removal of Directors 18
15 Powers and Duties of Directors 20
16 Disclosure of Interest of Directors 20
17 Proceedings of Directors 22
18 Executive and Other Committees 24
19 Officers 25
20 Indemnity and Protection of Directors
Officers and Employees 24
21 Dividends and Reserves 27
22 Record Dates 28
23 Documents, Records and Financial
Statements 29
24 Notices 29
25 Seal 30
26 Prohibitions 31
<PAGE>
BYLAWS
OF
PREDATOR VENTURES LTD.
SECTION 1. DEFINITIONS
--------------------------
1.1 In these Bylaws, unless the context otherwise requires:
(a) "Articles" means the Articles of Continuation, and all amendments
thereto, filed with the Secretary of State of the State of Wyoming;
(b) "Corporation Act" means the Wyoming Business Corporation Act, Wyoming
Statutes 17-16-101 et. seq. from time to time in force and all amendments
thereto and includes all regulations and amendments thereto made pursuant to
that Act;
(c) "designated security" means a security of the Corporation that is not a
debt security and that:
(i) carries a voting right in all circumstances or under some circumstances
that have occurred and are continuing, or
(ii) carries a residual right to participate in the earnings of the
Corporation or, upon the liquidation or winding up of the Corporation, in its
assets;
(d) "Directors", "Board of Directors" or "Board" means the Directors or, if
the Corporation has only one Director, the Director of the Corporation for the
time being;
(e) "month" means calendar month;
(f) "registered address" of a Director means the address of the Director
recorded in the register of directors;
(g) "registered address" of a shareholder means the address of the
shareholder recorded in the register of shareholders;
(h) "registered owner" or "registered holder" when used with respect to a
share in the capital of the Corporation means the person registered in the
register of shareholders in respect of such share;
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(i) "regulations" means the regulations made pursuant to the Corporation
Act;
(j) "seal" means the common seal of the Corporation, if the Corporation has
one; and
(k) "Secretary of State" means the Secretary of State of the State of
Wyoming.
1.2 Expressions referring to writing shall be construed as including
references to printing, lithography, typewriting. photography and other modes of
representing or reproducing words in a visible form.
1.3 Words importing the singular include the plural and vice versa,
words importing male persons include female persons and words importing persons
shall include corporations.
1.4 The meaning of any words or phrases defined in the Corporation Act
shall, if not inconsistent with the subject or context, bear the same meaning in
these Bylaws.
1.5 The rules of construction contained in the Interpretation Act shall
apply, mutatis mutandis, to the interpretation of these Bylaws.
SECTION 2. SHARES AND SHARE CERTIFICATES
-------------------------------------------
2.1 Every share certificate issued by the Corporation shall be in such
form as the Directors may approve from time to time and shall contain such
statements as are required by, and shall otherwise comply with, the Corporation
Act.
2.2 Every shareholder is entitled, without charge, to one certificate
representing the share or shares of each class held by him except that, in
respect of a share or shares held jointly by several shareholders, the
Corporation shall not be bound to issue more than one certificate, and delivery
of a certificate for a share to one of several joint registered holders or to
his duly authorized agent shall be sufficient delivery to all. The Corporation
shall not be bound to issue certificates representing redeemable shares if such
shares are to be redeemed within one month of the date on which they were
allotted.
2.3 Any share certificate may be sent by registered mail to the
shareholder entitled thereto, and neither the Corporation nor any transfer agent
shall be liable for any loss occasioned to the shareholder resulting from the
loss or theft of any such share certificate so sent.
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2.4 If a share certificate:
(a) is worn out or defaced, the Directors may, upon production to the
Corporation of the certificate and upon such other terms, if any, as they may
think fit, order the certificate to be canceled and issue a new certificate in
lieu thereof;
(b) is lost, stolen or destroyed, the Directors may, upon proof thereof to
their satisfaction and upon such indemnity, if any, being given as they consider
adequate, issue a new share certificate in lieu thereof to the person entitled
to such lost, stolen or destroyed certificate; or
(c) represents more than one share and the registered owner thereof
surrenders it to the Corporation with a written request that the Corporation
issue in his name two or more certificates each representing a specified number
of shares and in the aggregate representing the same number of shares as the
certificate so surrendered, the Directors shall cancel the certificate so
surrendered and issue in lieu thereof certificates in accordance with such
request.
2.5 If a shareholder owns shares of a class or series represented by
more than one share certificate and surrenders the certificates to the
Corporation with a written request that the Corporation issue in his name one
certificate representing in the aggregate the same number of shares as the
certificates so surrendered, the Directors shall cancel the certificates so
surrendered and issue in lieu thereof a certificate in accordance with such
request.
2.6 The Directors may from time to time determine the amount of a
charge, not exceeding an amount prescribed by the regulations or the Corporation
Act, to be imposed for each certificate issued pursuant to Bylaws 2.4 and 2.5.
2.7 Every share certificate shall be signed manually by at least one
officer or Director of the Corporation, or by or on behalf of a registrar,
branch registrar, transfer agent or branch transfer agent of the Corporation and
any additional signatures may be printed or otherwise mechanically reproduced
and, in such event, a certificate so signed is as valid as if signed manually,
notwithstanding that any person whose signature is so printed or mechanically
reproduced shall have ceased to hold the office that he is stated on such
certificate to hold at the date of the issue of the certificate.
2.8 Except as required by law, statute or these Bylaws, no person shall
be recognized by the Corporation as holding any share upon any trust, and the
Corporation shall not be bound by or compelled in any way to recognize (even
when having notice thereof) any equitable, contingent, future or partial
<PAGE>
interest in any share or in any fractional part of a share or (except as
provided by law, statute or these Bylaws or as ordered by a court of competent
jurisdiction) any other rights in respect of any share except an absolute right
to the entirety thereof in its registered holder.
SECTION 3. ISSUE OF SHARES
-----------------------------
3.1 Except as provided in the Corporation Act, the Articles of the
Corporation and these Bylaws, and subject to any direction to the contrary
contained in a resolution of the shareholders authorizing any increase or
alteration of capital, the shares of the Corporation shall be under the control
of the Directors who may, subject to the rights of the holders of issued shares
of the Corporation, allot and issue, or grant options in respect of shares
authorized but not issued or issued and redeemed or purchased, at such times and
to such persons, including Directors, and in such manner and upon such terms and
conditions, and at such price or for such consideration, as the Directors in
their absolute discretion may determine.
3.2 If the Directors are required by the Corporation Act before
allotting any shares to offer them pro rata to the shareholders, the Directors
shall, before allotting any shares, comply with the applicable provisions of the
Corporation Act.
3.3 Subject to the provisions of the Corporation Act, the Corporation
may pay a commission or allow a discount to any person in consideration of his
subscribing or agreeing to subscribe, whether absolutely or conditionally, for
its shares, or procuring or agreeing to procure subscriptions, whether
absolutely or conditionally, for any such shares, but if the Corporation is not
a specially limited Corporation, the rate of the commission and discount shall
not in the aggregate exceed 25% of the amount of the subscription price of such
shares.
3.4 No share may be issued until it is fully paid and the Corporation
shall have received the full consideration therefor in cash, property or past
services actually performed for the Corporation. A document evidencing
indebtedness of the allottee is not property for the purpose of this Bylaw. The
value of property or services for the purpose of this Bylaw shall be the value
determined by the Directors by resolution to be, in all the circumstances of the
transaction, no greater than the fair market value thereof. The full
consideration received for a share issued by way of dividend shall be the amount
determined by the Directors to be the amount of the dividend.
<PAGE>
PART 4. SHARE REGISTERS
--------------------------
4.1 The Corporation shall keep or cause to be kept a list of
shareholders as required by the Corporation Act. The list shall be arranged by
voting group, and within each voting group by class or series of shares, and
show the address of and number of shares held by each shareholder. The Directors
may appoint a trust Corporation to keep the aforesaid registers or, if there is
more than one class of shares, the Directors may appoint a trust Corporation,
which need not be the same trust Corporation, to keep the registers for each
class of shares. The Directors may also appoint one or more trust corporations,
including the trust Corporation which keeps the said registers of its shares or
of a class thereof, as transfer agent for its shares or such class thereof, as
the case may be, and the same or another trust Corporation or corporations as
registrar for its shares or such class thereof, as the case may be. The
Directors may terminate the appointment of any such trust Corporation at any
time and may appoint another trust Corporation in its place.
4.2 Unless prohibited by the Corporation Act, the Corporation may keep
or cause to be kept at its principal office or one or more branch offices,
registers of shareholders.
4.3 The Corporation shall not at any time close its register of
shareholders.
SECTION 5. TRANSFER OF SHARES
---------------------------------
5.1 Subject to the provisions of the Articles and these Bylaws and to
restrictions on transfer, if any, contained in these Bylaws, any shareholder may
transfer any of his shares by instrument of transfer executed by or on behalf of
such shareholder and delivered to the Corporation or its transfer agent. The
instrument of transfer shall be in the form, if any, on the back of the
Corporation's share certificates or in such other form as the Directors may from
time to time approve. If the Directors so require, each instrument of transfer
shall be in respect of only one class of shares. Except to the extent that the
Corporation Act may otherwise provide, the transferor shall be deemed to remain
the holder of the shares until the name of the transferee is entered in the
register of shareholders or a branch register of shareholders in respect
thereof.
5.2 The signature of the registered owner of any shares, or of his duly
authorized attorney, upon an authorized instrument of transfer shall constitute
a complete and sufficient authority to the Corporation, its Directors, officers
and agents to register in the name of the transferee as named in the instrument
of transfer the number of shares specified therein or, if no number is
specified, all the shares of the registered owner represented by share
certificates deposited with the instrument of transfer. If no transferee is
named in the instrument of transfer, the instrument of transfer shall constitute
a complete and sufficient authority to the Corporation, its Directors, officers
and agents to register, in the name of the person on whose behalf any
certificate for the shares to be transferred is deposited with the Corporation
for the purpose of having the transfer registered, the number of shares
<PAGE>
specified in the instrument of transfer or, if no number is specified, all the
shares represented by all share certificates deposited with the instrument of
transfer.
5.3 The Corporation and its Directors, officers and transfer agent or
agents shall not be bound to inquire into the title of the person named in the
form of transfer as transferee or, if no person is named therein as transferee,
of the person on whose behalf the certificate is deposited with the Corporation
for the purpose of having the transfer registered, or be liable to any claim by
such registered owner or by any intermediate owner or holder of the certificate
or of any of the shares represented thereby or any interest therein for
registering the transfer, and the transfer, when registered, shall confer upon
the person in whose name the shares have been registered a valid title to such
shares.
5.4 Every instrument of transfer shall be executed by the transferor
and left at the principal office of the Corporation or at the office of its
transfer agent or registrar for registration together with the share certificate
for the shares to be transferred and such other evidence, if any, as the
Directors, the transfer agent or registrar may require to prove the title of the
transferor or his right to transfer the shares and the right of the transferee
to have the transfer registered. All instruments of transfer where the transfer
is registered shall be retained by the Corporation or its transfer agent or
registrar and any instrument of transfer, where the transfer is not registered,
shall be returned to the person depositing the same together with the share
certificate which accompanied the same when tendered for registration.
5.5 There shall be paid to the Corporation in respect of the
registration of any transfer such sum, if any, as the Directors may from time to
time determine.
SECTION 6. TRANSMISSION OF SHARES
------------------------------------
6.1 In the case of the death of a shareholder, the survivor or
survivors where the deceased was a joint registered holder of shares, and the
legal personal representative of the deceased shareholder where he was the sole
holder, shall be the only persons recognized by the Corporation as having any
title to his interest in the shares. Before recognizing any legal Personal
representative the Directors may require him to produce a certified copy of a
grant of probate or letters of administration, letters testamentary, order or
other instrument or other evidence of the death under which title to the shares
is claimed to vest, and such other documents as the Corporation Act requires.
<PAGE>
6.2 Upon the death or bankruptcy of a shareholder, his personal
representative or trustee in bankruptcy, as the case may be, although not a
shareholder, shall have the same rights, privileges and obligations that attach
to the shares formerly held by the deceased or bankrupt shareholder if the
documents required by the Corporation Act shall have been deposited at the
Corporation's principal office.
6.3 Any person becoming entitled to a share in consequence of the death
or bankruptcy of a shareholder shall, upon such documents and evidence being
produced to the Corporation as the Corporation Act requires, or who becomes
entitled to a share as a result of an order of a Court of competent jurisdiction
or a statute, have the right either to be registered as a shareholder in his
representative capacity in respect of such share or, if he is a personal
representative or trustee in bankruptcy, instead of being registered himself, to
make such transfer of the share as the deceased or bankrupt person could have
made; but the Directors shall, as regards a transfer by a personal
representative, or trustee in bankruptcy, have the same right, if any, to
decline or suspend registration of a transferee as they would have in the case
of a transfer of a share by the deceased or bankrupt person before the death or
bankruptcy.
SECTION 7. ALTERATION OF CAPITAL
-----------------------------------
7.1 The Corporation may by resolution amend its Articles to increase
its authorized capital by:
(a) creating shares with par value or shares without par value, or both;
(b) increasing the number of shares with par value or shares without par
value, or both;
(c) increasing the par value of a class of shares with par value, if no
shares of that class are issued;
(d) subdivide all or any of its unissued or fully paid issued shares with
par value into shares with smaller par value;
(e) subdivide all or any of its unissued or fully paid issued shares without
par value so that the number of those shares is increased;
(f) consolidate all or any of its shares with par value into shares of
larger par value;
(g) consolidate all or any of its shares without par value so that the
number of those shares authorized is reduced;
(h) change all or any of its unissued or fully paid issued shares with par
value into shares without par value;
<PAGE>
(i) change all or any of its unissued shares without par value into shares
with par value;
(j) alter the name or designation of all or any of its issued or unissued
shares; or
(k) alter the provisions as to the maximum price or consideration at or for
which shares without par value may be issued,
but only to such extent, in such manner and with such consents of shareholders
holding shares of a class or series which are the subject of or are affected by
such alteration as the Corporation Act provides.
7.2 The Corporation may alter its Articles or these Bylaws:
(a) by resolution, to create, define and attach special rights or
restrictions to any shares, whether issued or unissued, and
(b) by resolution and by otherwise complying with any applicable provision
of its Articles or these Bylaws, to vary or abrogate any special rights or
restrictions attached to any shares, whether issued or unissued, and in each
case by filing a certified copy of such resolution with the Secretary of State
but no right or special right attached to any issued shares shall be prejudiced
or interfered with unless all shareholders holding shares of each class or
series whose right or special right is so prejudiced or interfered with consent
thereto in writing, or unless a separate resolution is consented thereto by the
shareholders holding shares of each such class or series passed by a majority of
3/4 of the votes cast, or such greater majority as may be specified by the
special rights attached to the class or series, of the issued shares of such
class or series.
7.3 Notwithstanding such consent in writing or such separate
resolution, no such alteration shall be valid as to any part of the issued
shares of any class or series unless the holders of the rest of the issued
shares of such class or series either all consent thereto in writing or consent
thereto by a separate resolution passed by a majority of 3/4 of the votes cast.
<PAGE>
7.4 Unless these Bylaws otherwise provide, the provisions of these
Bylaws relating to general meetings shall apply, with the necessary changes and
so far as they are applicable, to a class meeting or series meeting but the
quorum at a class meeting or series meeting shall be one person holding or
representing by proxy one-third of the shares affected.
SECTION 8. PURCHASE AND REDEMPTION OF SHARES
------------------------------------------------
8.1 Subject to the special rights and restrictions attached to any
shares, the Corporation may, by a resolution of the Directors and in compliance
with the Corporation Act, purchase any of its shares at the price and upon the
terms specified in such resolution or redeem any shares that have a right of
redemption attached to them in accordance with the special rights and
restrictions attaching thereto. No such purchase or redemption shall be made if
the Corporation is insolvent at the time of the proposed purchase or redemption
or if the proposed purchase or redemption would render the Corporation
insolvent.
8.2 Unless shares are to be purchased by the Corporation through a
stock exchange or the Corporation is purchasing the shares from a dissenting
shareholder pursuant to the requirements of the Corporation Act or the
Corporation is purchasing the shares from a bona fide employee or bona fide
former employee of the Corporation or of an affiliate of the Corporation, the
Corporation shall make its offer to purchase pro rata to every shareholder who
holds shares of the class or series to be purchased.
8.3 If the Corporation proposes at its option to redeem some but
not all of the shares of a particular class or series, the Directors may,
subject to the special rights and restrictions attached to the shares of such
class or series decide the manner in which the shares to be redeemed shall be
selected.
8.4 Subject to the provisions of the Corporation Act, the Corporation
may reissue a canceled share that it has redeemed or purchased, or sell a share
that it has redeemed or purchased but not canceled, but the Corporation may not
vote or pay or make any dividend or other distribution in respect of a share
that it has redeemed or purchased.
SECTION 9. BORROWING POWERS
-------------------------------
9.1 The Directors may from time to time in their discretion authorize
the Corporation to:
(a) borrow money in such amount, in such manner, on such security, from such
sources and upon such terms and conditions as they think fit;
(b) guarantee the repayment of money borrowed by any person or the
performance of any obligation of any person;
<PAGE>
(c) issue bonds, debentures, notes and other debt obligations either
outright or as continuing security for any indebtedness or liability, direct or
indirect, or obligations of the Corporation or of any other person; and
(d) mortgage, charge (whether by way of specific or floating charge) or give
other security on the undertaking or on the whole or any part of the property
and assets of the Corporation, both present and future.
9.2 Any bonds, debentures, notes or other debt obligations of the
Corporation may be issued at a discount, premium or otherwise and with any
special privileges as to redemption, surrender, drawing, allotment of or
conversion into or exchange for shares or other securities, attending and voting
at general meetings of the Corporation, appointment of Directors or otherwise
and may by their terms be assignable free from any equities between the
Corporation and the person to whom they were issued or any subsequent holder
thereof, all as the Directors may determine.
9.3 The Corporation shall keep or cause to be kept within the principal
office of the Corporation a register of its debentures and a register of
debentureholders which registers may be combined, and, subject to the provisions
of the Corporation Act, may keep or cause to be kept one or more branch
registers of its debenture holders at such place or places as the Directors may
from time to time determine and the Directors may by resolution, regulation or
otherwise make such provisions as they think fit respecting the keeping of such
branch registers.
9.4 Every bond, debenture, note or other debt obligation of the
Corporation shall be signed manually by at least one Director or officer of the
Corporation or by or on behalf of a trustee, registrar, branch registrar,
transfer agent or branch transfer agent for the bond, debenture, note or other
debt obligation appointed by the Corporation or under any instrument under which
the bond, debenture, note or other debt obligation is issued and any additional
signatures may be printed or otherwise mechanically reproduced thereon and, in
such event, a bond, debenture, note or other debt obligation so signed is as
valid as if signed manually notwithstanding that any person whose signature is
so printed or mechanically reproduced shall have ceased to hold the office that
he is stated on such bond, debenture, note or other debt obligation to hold at
the date of the issue thereof.
<PAGE>
SECTION 10. SHAREHOLDERS MEETINGS
--------------------------------------
10.1 Subject to any extensions of time permitted under the Corporation
Act, the first annual shareholders meeting of the Corporation shall be held
within 15 months from the date of incorporation and thereafter an annual
shareholder meeting shall be held once in every calendar year at such time (not
being more than 13 months after the date that the last annual shareholders
meeting was held or was deemed to have been held) and place as may be determined
by the Directors.
10.2 Action required or permitted by the Corporation Act or these
Bylaws to be taken at a shareholders' meeting may be taken without a meeting if
notice of the proposed action is given to all voting shareholders and the action
is taken by the holders of all shares entitled to vote on the action. The
action shall be evidenced by one (1) or more written consents bearing the date
of signature and describing the action taken, signed, either manually or in
facsimile, by the holders of the requisite number of shares entitled to vote on
the action, and delivered to the corporation for inclusion in the minutes or
filing with the corporate records.
S1 10.3 Special meetings of the shareholders, for any purpose or
purposes, unless otherwise prescribed by statute, may be called for by the
President or by the Board of Directors, and shall be called by the President at
the request of the holders of not less than one-tenth (1/10th) of all
outstanding shares of the corporation entitled to vote at the meeting.
10.4 The Board of Directors may designate any place as the place of
meeting for any annual meeting or for any special meeting called by the Board of
Directors. A waiver of notice signed by all shareholders entitled to vote at a
meeting may designate any place as the place for the holding of such meeting.
If no designation is made, or if a special meeting be otherwise called, the
place of meeting shall be at the principal office of the corporation.
10.5 Written notice stating the place, day and hour of the meeting and,
in case of a special meeting, the purpose or purposes for which the meeting is
called, shall, unless otherwise prescribed by statute, be delivered not less
than ten (10) nor more than fifty (50) days before the date of the meeting,
either personally or by mail, by or at the direction of the President, or the
Secretary, or the officer or other persons calling the meeting, to each
shareholder of record entitled to vote at such meeting. If mailed, such notice
shall be deemed to be delivered when deposited in the United States mail,
addressed to the shareholder at the shareholder's address as it appears on the
Stock Transfer Books of the Corporation, with postage thereon prepaid.
10.6 All the shareholders of the Corporation entitled to attend and
vote at a shareholders meeting may, by unanimous consent in writing given
before, during or after the meeting, or if they are present at the meeting by a
unanimous vote, waive or reduce the period of notice of such meeting and an
entry in the minute book of such waiver or reduction shall be sufficient
evidence of the due convening of the meeting.
<PAGE>
10.7 Except as otherwise provided by the Corporation Act, where any
special business at a shareholders meeting includes considering, approving,
ratifying, adopting or authorizing any document or the execution thereof or the
giving of effect thereto, the notice convening the meeting shall, with respect
to such document, be sufficient if it states that a copy of the document or
proposed document is or will be available for inspection by shareholders at the
principal office or records office of the Corporation or at some other place
designated in the notice during usual business hours up to the date of such
shareholders meeting.
SECTION 11. PROCEEDINGS AT SHAREHOLDERS MEETINGS
----------------------------------------------------
11.1 All business shall be deemed special business which is transacted
at:
(a) an annual shareholders meeting, with the exception of the conduct of and
voting at such meeting, consideration of the financial statements and the
respective reports of the Directors and the auditor, fixing or changing the
number of directors, the election of Directors, the appointment of an auditor,
fixing of the remuneration of the auditor and such other business as by these
Bylaws or the Corporation Act may be transacted at a shareholders meeting
without prior notice thereof being given to the shareholders or any business
which is brought under consideration by the report of the Directors; and
(b) any special meeting, with the exception of the conduct of and voting at
such meeting.
11.2 No business, other than election of the chairman or the
adjournment or termination of the meeting, shall be conducted at any
shareholders meeting unless the required quorum of members, entitled to attend
and vote, is present at the commencement of the meeting, but a quorum need not
be present throughout the meeting.
11.3 Except as provided in the Corporation Act and these Bylaws a
quorum shall be two persons present and being, or representing by proxy,
shareholders holding not less than 10% of the shares entitled to be voted at the
meeting. If there is only one shareholder the quorum is one person present and
being, or representing by proxy, such shareholder. The Directors, the senior
officers of the Corporation, the solicitor of the Corporation and the auditor of
the Corporation, if any, shall be entitled to attend at any shareholders meeting
but no such person shall be counted in the quorum or be entitled to vote at any
shareholders meeting unless he shall be a shareholder or proxyholder entitled to
vote at such meeting.
<PAGE>
11.4 If within half an hour from the time appointed for a shareholders
meeting a quorum is not present, the meeting, if convened upon the requisition
of shareholders, shall be terminated. In any other case the meeting shall stand
adjourned to the same day in the next week, at the same time and place, and, if
at the adjourned meeting a quorum is not present within half an hour from the
time appointed for the meeting, the person or persons present and being, or
representing by proxy, a shareholder or shareholders entitled to attend and vote
at the meeting shall be a quorum.
11.5 The Chairman of the Board or in his absence, or if there is no
Chairman of the Board, the President or in his absence a Vice-President, if any,
shall be entitled to preside as chairman at every meeting of the shareholders.
11.6 If at any shareholders meeting neither the Chairman of the Board
nor the President nor a Vice-President is present within 15 minutes after the
time appointed for holding the meeting or if any of them is present and none of
them is willing to act as chairman, the Directors present shall choose one of
their number to be chairman, or if all the Directors present decline to take the
chair or shall fail to so choose or if no Director is present, the shareholders
present shall choose one of their number or any other person to be chairman.
11.7 The chairman of a shareholders meeting may, with the consent of
the meeting if a quorum is present, and shall, if so directed by the meeting,
adjourn the meeting from time to time and from place to place, but no business
shall be transacted at any adjourned meeting other than the business left
unfinished at the meeting from which the adjournment took place. When a meeting
is adjourned for 30 days or more, notice, but not "advance notice", of the
adjourned meeting shall be given as in the case of the original meeting. Save as
aforesaid, it shall not be necessary to give any notice of an adjourned meeting
or of the business to be transacted at an adjourned meeting.
11.8 No motion proposed at a shareholders meeting need be seconded and
the chairman may propose or second a motion.
11.9 Subject to the provisions of the Corporation Act, every motion or
question submitted to a meeting shall be decided on a show of hands, unless
(before or on the declaration of the result of the show of hands) a poll is
directed by the chairman or demanded by at least one shareholder entitled to
vote who is present in person or by proxy. The chairman shall declare to the
meeting the decision on every motion or question in accordance with the result
of the show of hands or the poll, and such decision shall be entered in the
record of proceedings of the Corporation. A declaration by the chairman that a
<PAGE>
motion or question has been carried, or carried unanimously, or by a particular
majority, or lost, or not carried by a particular majority and an entry to that
effect in the record of the proceedings of the Corporation shall be conclusive
evidence of the fact without proof of the number or proportion of the votes
recorded in favor of or against that motion or question.
11.10 The chairman of the meeting shall be entitled to vote any shares
carrying the right to vote held by him but in the case of an equality of votes,
whether on a show of hands or on a poll, the chairman shall not have a second or
casting vote in addition to the vote or votes to which he may be entitled as a
shareholder.
11.11 No poll may be demanded on the election of a chairman. A poll
demanded on a question of adjournment shall be taken forthwith. A poll demanded
on any other question shall be taken as soon as, in the opinion of the chairman,
is reasonably convenient, but in no event later than 7 days after the meeting
and at such time and place and in such manner as the chairman of the meeting
directs. The result of the poll shall be deemed to be the resolution of and
passed at the meeting at which the poll was demanded. Any business other than
that upon which the poll has been demanded may be proceeded with pending the
taking of the poll. A demand for a poll may be withdrawn. In any dispute as to
the admission or rejection of a vote the decision of the chairman made in good
faith shall be final and conclusive.
11.12 Every ballot cast upon a poll and every proxy appointing a
proxyholder who casts a ballot upon a poll shall be retained by the Secretary
for such period and be subject to such inspection as the Corporation Act may
provide.
11.13 On a poll a person entitled to cast more than one vote need not, if
he votes, use all his votes or cast all the votes he uses in the same way.
SECTION 12. VOTES OF SHAREHOLDERS
-------------------------------------
12.1 Subject to any voting rights or restrictions attached to any class
of shares and the restrictions as to voting on joint registered holders of
shares, on a show of hands every shareholder who is present in person and
entitled to vote at a shareholders meeting or class meeting shall have one vote
and on a poll every shareholder entitled to vote shall have one vote for each
share of which he is the registered holder and may exercise such vote either in
person or by proxyholder.
12.2 Any person who is not registered as a shareholder but is entitled
to vote at a shareholders meeting or class meeting in respect of a share, may
vote the share in the same manner as if he were a shareholder but, unless the
Directors have previously admitted his right to vote at that meeting in respect
of the share, he shall satisfy the Directors of his right to vote the share
before the time for holding the meeting, or adjourned meeting, as the case may
be, at which he proposes to vote.
<PAGE>
12.3 Any corporation, not being a subsidiary of the Corporation, which
is a shareholder of the Corporation may by resolution of its directors of other
governing body authorize such person as it thinks fit to act as its
representative at any shareholders meeting of class meeting and to speak and
vote at any such meeting or to sign resolutions of shareholders. The person so
authorized shall be entitled to exercise in respect of and at any such meeting
the same powers on behalf of the corporation which he represents as that
corporation could exercise if it were an individual shareholder of the
Corporation personally present, including, without limitation, the right, unless
restricted by such resolution, to appoint a proxyholder to represent such
corporation, and he shall be counted for the purpose of forming a quorum if
present at the meeting. Evidence of the appointment of any such representative
may be sent to the Corporation by written instrument, telegram, telex,
telecopier or any method of transmitting legibly recorded messages.
Notwithstanding the foregoing, a corporation being a shareholder may appoint a
proxyholder.
12.4 In the case of joint registered holders of a share the vote of the
senior who exercises a vote, whether in person or by proxyholder, shall be
accepted to the exclusion of the votes of the other joint registered holders;
and for this purpose seniority shall be determined by the order in which the
names stand in the register of shareholders. Several legal personal
representatives of a deceased shareholder whose shares are registered in his
sole name shall for the purpose of this Article be deemed joint registered
holders.
12.5 A shareholder of unsound mind entitled to attend and vote, in
respect of whom an order has been made by any court having jurisdiction, may
vote, whether on a show of hands or on a poll, by his committee, curator bonis,
or other person in the nature of a committee or curator bonis appointed by that
court, and any such committee, curator bonis or other person may appoint a
proxyholder.
12.6 A shareholder holding more than one share in respect of which he
is entitled to vote shall be entitled to appoint one or more proxyholders to
attend, act and vote for him on the same occasion. If such a shareholder should
appoint more than one proxyholder for the same occasion he shall specify the
number of shares each proxyholder shall be entitled to vote. A shareholder may
also appoint one or more alternate proxyholders to act in the place and stead of
an absent proxyholder.
<PAGE>
12.7 A form of proxy shall be in writing under the hand of the
appointor or of his attorney duly authorized in writing, or, if the appointor is
a corporation, either under the seal of the corporation or under the hand of a
duly authorized officer or attorney.
12.8 Any person may act as proxyholder whether or not he is a
shareholder. The proxy may authorize the proxyholder to act as such for the
appointor for such period, at such meeting or meetings and to the extent
permitted by the Corporation Act.
12.9 A form of proxy and the power of attorney or other authority, if
any, under which it is signed or a notarially certified copy thereof shall be
deposited at the principal office of the Corporation or at such other place as
is specified for that purpose in the notice calling the meeting, or shall be
deposited with the chairman of the meeting. In addition to any other method of
depositing proxies provided for in these Bylaws, the Directors may from time to
time by resolution make regulations relating to the depositing of proxies at any
place or places and providing for particulars of such proxies to be sent to the
Corporation or any agent of the Corporation in writing or by letter, telegram,
telex, telecopier or any method of transmitting legibly recorded messages so as
to arrive before the commencement of the meeting or adjourned meeting at the
registered office of the Corporation or at the office of any agent of the
Corporation appointed for the purpose of receiving such particulars and also
providing that proxies so deposited may be acted upon as though the proxies
themselves were deposited as required by this Section, and votes given in
accordance with such regulations shall be valid and shall be counted.
12.10 Unless the Corporation Act or any other statute or law which is
applicable to the Corporation or to any class or series of its shares requires
any other form of proxy, a proxy, whether for a specified meeting or otherwise,
shall be in the following form, or in such other form that the Directors or the
chairman of the meeting shall approve:
(Name of Corporation)
The undersigned, being a shareholder of the above Corporation, hereby appoints
or failing him as proxyholder for the undersigned to
attend, act and vote for and on behalf of the undersigned at the shareholders'
meeting of the Corporation to be held on the day of ,
and at any adjournment thereof.
Signed this day of , .
(Signature of shareholder)
<PAGE>
12.11 A vote given in accordance with the terms of a proxy is valid
notwithstanding the previous death or incapacity of the shareholder giving the
proxy or revocation of the proxy or of the authority under which the proxy was
executed or transfer of the share or shares in respect of which the proxy is
given unless notification in writing of such death, incapacity, revocation or
transfer shall have been received at the registered office of the Corporation or
by the chairman of the meeting or adjourned meeting for which the proxy is given
before the vote is taken.
12.12 Every proxy may be revoked by an instrument in writing:
(a) executed by the shareholder giving the same or by his attorney
authorized in writing or, where the shareholder is a corporation, by a duly
authorized officer or attorney of the corporation; and
(b) delivered either at the registered office of the Corporation at any time
up to and including the last business day preceding the day of the meeting or
adjourned meeting for which the proxy is given, or to the chairman of the
meeting on the day of the meeting of any adjournment thereof before any vote in
respect of which the proxy is given shall have been taken, or in any other
manner provided by law.
SECTION 13. DIRECTORS
-------------------------
13.1 The business and affairs of the Corporation shall be managed by
its Board of Directors.
13.2 The number of directors of the Corporation shall be not less than
three (3), nor more than seven (7). The terms of all directors shall expire at
the next annual shareholders meeting following their election, unless the terms
of the directors are staggered in accordance with Wyoming Statute 17-16-806.
Despite the expiration of a Director's term, he shall continue to serve until
his successor is elected and qualifies or until there is a decrease in the
number of directors. Directors need not be residents of the State of Wyoming or
shareholders of the Corporation.
13.3 The remuneration of the Directors as such may from time to time be
determined by the Directors or, if the Directors shall so decide, by the
shareholders. Such remuneration may be in addition to any salary or other
remuneration paid to any officer or employee of the Corporation as such who is
also a Director. The Directors shall be repaid such reasonable traveling,
accommodation and other expenses as they incur in and about the business of the
Corporation and if any Director shall perform any professional or other services
for the Corporation that in the opinion of the Directors are outside the
ordinary duties of a Director or shall otherwise be specially occupied in or
about the Corporation's business, he may be paid a remuneration to be fixed by
<PAGE>
the Board, or, at the option of such Director, by the shareholders, and such
remuneration may be either in addition to or in substitution for any other
remuneration that he may be entitled to receive. Unless otherwise determined by
resolution, the Directors on behalf of the Corporation may pay a gratuity,
pension or retirement allowance to any Director who has held any office or
appointment with the Corporation or to his spouse or dependents and may make
contributions to any fund and pay premiums for the purchase or provision of any
such gratuity, pension or allowance.
13.4 A Director shall not be required to hold a share of stock in the
Corporation as qualification for his office but shall be qualified to become or
act as a Director as required by the Corporation Act.
SECTION 14. ELECTION AND REMOVAL OF DIRECTORS
-------------------------------------------------
14.1 At each annual meeting of the shareholders, all the Directors
shall retire and the shareholders entitled to vote at the meeting shall elect a
Board of Directors consisting of the number of Directors for the time being
fixed pursuant to these Bylaws. If all the shareholders entitled to attend and
vote at an annual meeting consent in writing to the business required to be
transacted at such meeting, the meeting shall be deemed for the purpose of this
Section to have been held on the date specified in the consent or in the
resolutions consented to in writing dealing with such business.
14.2 A retiring Director shall be eligible for re-election.
14.3 Where the Corporation fails to hold an annual shareholders meeting
or the shareholders fail to consent to the business required to be transacted at
such meeting, the Directors then in office shall be deemed to have been elected
or appointed as Directors on the last day on which the annual meeting could have
been held pursuant to these Bylaws and they may continue to hold office until
other Directors are appointed or elected or until the day on which the next
annual shareholders' meeting is held.
14.4 If at any shareholders meeting at which there should be an
election of Directors, the places of any of the retiring Directors are not
filled by such election, such of the retiring Directors who are not re-elected
as may be requested by the newly elected Directors shall, if willing to do so,
continue in office to complete the number of Directors for the time being fixed
pursuant to these Bylaws until further new Directors are elected at a
shareholders meeting convened for the purpose. If any such election or
continuance of Directors does not result in the election or continuance of the
number of Directors for the time being fixed pursuant to these Bylaws such
<PAGE>
number shall be fixed at the number of Directors actually elected or continued
in office.
14.5 A vacancy occurring in the Board of Directors may be filled by the
remaining Directors or Director.
14.6 The office of a Director shall be vacated if the Director:
(a) resigns his office by notice in writing delivered to the principal
office of the Corporation; or
(b) ceases to be qualified to act as a Director pursuant to the Corporation
Act.
14.7 In accordance with the Corporation Act, a director may be removed
by the shareholders only at a meeting called for the purpose of removing him and
the meeting notice shall state that the purpose, or one of the purposes, of the
meeting is removal of the director.
14.8 The shareholders or the Directors may increase or decrease the
number of Directors within the minimum and maximum range established by these
Bylaws.
SECTION 15. POWERS AND DUTIES OF DIRECTORS
----------------------------------------------
15.1 The Directors shall manage, or supervise the management of, the
affairs and business of the Corporation and shall have authority to exercise all
such powers of the Corporation as are not, by the Corporation Act, the Articles
of the Corporation or these Bylaws, required to be exercised by the
shareholders.
15.2 The Directors may from time to time by power of attorney or other
instrument under the seal of the Corporation appoint any person to be the
attorney of the Corporation for such purposes, and with such powers, authorities
and discretions (not exceeding those vested in or exercisable by the Directors
under these Bylaws and excepting the powers of the Directors relating to the
constitution of the Board and of any of its committees and the appointment or
removal of officers and the power to declare dividends) and for such period,
with such remuneration and subject to such conditions as the Directors may think
fit, and any such appointment may be made in favor of any of the Directors or
any of the shareholders of the Corporation or in favor of any corporation, or of
any of the shareholders, directors, nominees or managers of any corporation,
firm or joint venture and any such power of attorney may contain such provisions
<PAGE>
for the protection or convenience of persons dealing with such attorney as the
Directors think fit. Any such attorney may be authorized by the Directors to
sub-delegate all or any of the powers, authorities and discretions for the time
being vested in him.
SECTION 16. DISCLOSURE OF INTEREST OF DIRECTORS
---------------------------------------------------
16.1 A Director who is, in any way, directly or indirectly interested
in an existing or proposed contract or transaction with the Corporation or who
holds any office or possesses any property whereby, directly or indirectly, a
duty or interest might be created to conflict with his duty or interest as a
Director shall declare the nature and extent of his interest in such contract or
transaction or of the conflict or potential conflict with his duty and interest
as a Director, as the case may be, in accordance with the provisions of the
Corporation Act.
16.2 A Director shall not vote in respect of any such contract or
transaction with the Corporation in which he is interested and if he shall do so
his vote shall not be counted, but he shall be counted in the quorum present at
the meeting at which such vote is taken. Subject to the provisions of the
Corporation Act, the foregoing prohibitions shall not apply to:
(a) any such contract or transaction relating to a loan to the Corporation,
which a Director or a specified corporation or a specified firm in which he has
an interest has guaranteed or joined in guaranteeing the repayment of the loan
or any part of the loan;
(b) any contract or transaction made or to be made with, or for the benefit
of a holding corporation or a subsidiary corporation of which a Director is a
director;
(c) any contract by a Director to subscribe for or underwrite shares or
debentures to be issued by the Corporation or a subsidiary of the Corporation,
or any contract, arrangement or transaction in which a Director is, directly or
indirectly, interested if all the other Directors are also, directly or
indirectly interested in the contract arrangement or transaction;
(d) determining the remuneration of the Directors;
(e) purchasing and maintaining insurance to cover Directors against
liability incurred by them as Directors;
(f) the indemnification of any Director or officer by the Corporation.
The foregoing exceptions may from time to time be suspended or amended to any
extent approved by the shareholders and permitted by the Corporation Act, either
generally or in respect of any particular contract or transaction or for any
particular period.
<PAGE>
16.3 A Director may hold any office or appointment with the Corporation
(except as auditor of the Corporation) in conjunction with his office of
Director for such period and on such terms (as to remuneration or otherwise) as
the Directors may determine and no Director or intended Director shall be
disqualified by his office from contracting with the Corporation either with
regard to his tenure of any such other office or appointment or as vendor,
purchaser or otherwise and, subject to compliance with the provisions of the
Corporation Act, no contract or transaction entered into by or on behalf of the
Corporation in which a Director is in any way interested shall be liable to be
voided by reason thereof.
16.4 Subject to compliance with the provisions of the Corporation Act,
a Director or his firm may act in a professional capacity for the Corporation
(except as auditor of the Corporation) and he or his firm shall be entitled to
remuneration for professional services as if he were not a Director.
16.5 A Director may be or become a director or officer or employee of,
or otherwise interested in, any corporation or firm in which the Corporation may
be interested as a shareholder or otherwise, and, subject to compliance with the
provisions of the Corporation Act, such Director shall not be accountable to the
Corporation for any remuneration or other benefits received by him as director,
officer or employee of, or from his interest in, such other corporation or firm,
unless the Corporation in shareholders meeting otherwise directs.
SECTION 17. PROCEEDINGS OF DIRECTORS
----------------------------------------
17.1 The Chairman of the Board or, in his absence or if there is no
Chairman of the Board, the President shall preside as chairman at every meeting
of the Directors.
17.2 If at any meeting of Directors neither the Chairman of the Board
nor the President is present within 15 minutes after the time appointed for
holding the meeting or if either of them is present but is not willing to act as
chairman or if the Chairman of the Board, if any, and the President have advised
the Secretary that they will not be present at the meeting, the Directors
present shall choose one of their number to be chairman of the meeting.
17.3 The Directors may meet together for the dispatch of business,
adjourn and otherwise regulate their meetings as they think fit. Questions
arising at any meeting shall be decided by a majority of votes. In case of an
equality of votes the chairman shall not have a second or casting vote.
<PAGE>
17.4 A Director may participate in a meeting of the Board or of any
committee of Directors by means of telephone or other communications facility by
means of which all Directors participating in the meeting can hear each other
and provided that all such Directors agree to such participation. A meeting so
held in accordance with this Article shall be deemed to be an actual meeting of
the Board and any resolution passed at such meeting shall be as valid and
effectual as if it had been passed at a meeting where the Directors are
physically present. A Director participating in a meeting in accordance with
this Article shall be deemed to be present at the meeting and to have so agreed
and shall be counted in the quorum therefor and be entitled to speak and vote at
the meeting.
17.5 A Director may at any time, and the Secretary or an Assistant
Secretary upon request of a Director shall, call a meeting of the Board.
17.6 Notice of a meeting of the Board shall be given to each Director
and alternate Director at least 48 hours before the time fixed for the meeting
and may be given orally, personally or by telephone, or in writing, personally
or by delivery through the post or by letter, telegram, telex, telecopier or
any other method of transmitting legibly recorded messages in common use. When
written notice of a meeting is given to a Director, it shall be addressed to him
at his registered address. Where the Board has established a fixed time and
place for the holding of its meetings, no notices of meetings to be held at such
fixed time and place need be given to any Director. A Director entitled to
notice of a meeting may waive or reduce the period of notice convening the
meeting and may give such waiver before, during or after the meeting.
17.7 For the first meeting of the Board to be held immediately
following the election of a Director at an annual meeting of the shareholders of
the Corporation or for a meeting of the Board at which a Director is appointed
to fill a vacancy on the Board, no notice of such meeting shall be necessary to
such newly appointed or elected Director in order for the meeting to be properly
constituted.
17.8 Any Director who may be absent temporarily from the Province of
British Columbia may file at the principal office of the Corporation a waiver of
notice, which may be by letter, telegram, telex, telecopier or any other method
of transmitting legibly recorded messages, of meetings of the Directors and may
at any time withdraw the waiver, and until the waiver is withdrawn, no notice of
meetings of Directors shall be sent to that Director, and any and all meetings
of Directors, notice of which has not been given to that Director shall,
provided a quorum of the Directors is present be valid and effective.
17.9 The quorum necessary for the transaction of the business of the
Directors may be fixed by the Directors and if not so fixed shall be a majority
of the Directors or, if the number of Directors is fixed at one, shall be one
Director.
<PAGE>
17.10 The continuing Directors may act notwithstanding any vacancy in
their body but, notwithstanding Section 17.9, if and so long as their number is
reduced below the number fixed pursuant to these Bylaws as the necessary quorum
of Directors, the continuing Directors may act for the purpose of increasing the
number of Directors to that number or of summoning a shareholders meeting of the
Corporation, but for no other purpose.
17.11 Subject to the provisions of the Corporation Act, all acts done by
any meeting of the Directors or of a committee of Directors, or by any person
acting as a Director, shall, notwithstanding that it be afterwards discovered
that there was some defect in the qualification, election or appointment of any
such Directors or of the shareholders of such committee or person acting as
aforesaid, or that they or any of them were disqualified, be as valid as if
every such person had been duly elected or appointed and was qualified to be a
Director.
17.12 A resolution consented to in writing, whether by document, telegram,
telex, telecopier or any method of transmitting legibly recorded messages or
other means, by all of the Directors for the time being in office without their
meeting together shall be as valid and effectual as if it had been passed at a
meeting of the Directors duly called and held, shall be deemed to relate back to
any date stated therein to be the effective date thereof and shall be filed in
the minute book of the Corporation accordingly. Any such resolution may consist
of one or several documents each duly signed by one or more Directors which
together shall be deemed to constitute one resolution in writing.
SECTION 18. EXECUTIVE AND OTHER COMMITTEES
----------------------------------------------
18.1 The Directors may by resolution appoint an Executive Committee
consisting of such member or members of the Board as they think fit, which
Committee shall have, and may exercise during the intervals between the meetings
of the Board, all the powers vested in the Board except the power to fill
vacancies in the Board, the power to change the membership of or fill vacancies
in said Committee or any other committee of the Board and such other powers, if
any, as may be specified in the resolution. The said Committee shall keep
regular minutes of its transactions and shall cause them to be recorded in books
kept for that purpose, and shall report the same to the Board of Directors at
such times as the Board of Directors may from time to time require. The Board
shall have the power at any time to revoke or override the authority given to or
acts done by the Executive Committee except as to acts done before such
revocation or overriding and to terminate the appointment or change the
membership of such Committee and to fill vacancies in it.
<PAGE>
18.2 The Directors may by resolution appoint one or more other
committees consisting of such member or members of the Board as they think fit
and may delegate to any such committee between meetings of the Board such powers
of the Board (except the power to fill vacancies in the Board, the power to
change the membership of or fill vacancies in any committee of the Board, the
power to appoint or remove officers appointed by the Board and such other powers
as may be specified in the resolution) subject to such conditions as may be
prescribed in such resolution, and all committees so appointed shall keep
regular minutes of their transactions and shall cause them to be recorded in
books kept for that purpose, and shall report the same to the Board of Directors
at such times as the Board of Directors may from time to time require. The
Directors shall also have power at any time to revoke or override any authority
given to or acts to be done by any such committee except as to acts done before
such revocation or overriding and to terminate the appointment or change the
membership of a committee and to fill vacancies in it.
18.3 Committees appointed under this section may make rules for the
conduct of their business and may appoint such assistants as they may deem
necessary. A majority of the members of a committee shall constitute a quorum
thereof.
18.4 Committees appointed under this section may meet and adjourn as
they think proper. Questions arising at any meeting of a committee shall be
determined by a majority of votes of the members of the committee present, and
in case of an equality of votes the chairman shall not have a second or casting
vote. The provisions of Section 17.12 shall apply mutatis mutandis to
resolutions consented to in writing by the members of a committee appointed
under this section.
SECTION 19. OFFICERS
------------------------
19.1 The Directors shall from time to time appoint a President and a
Secretary and such other officers, if any, as the Directors shall determine and
the Directors may at any time terminate any such appointment. No officer shall
be appointed unless he is qualified in accordance with the provisions of the
Corporation Act.
19.2 One person may hold more than one of such offices except that the
offices of President and Secretary shall be held by different persons unless the
Corporation has only one shareholder. Any person appointed as the Chairman of
the Board, President or Managing Director shall be a Director. The other
officers need not be Directors.
<PAGE>
19.3 The remuneration of the officers of the Corporation as such and
the terms and conditions of their tenure of office or employment shall from time
to time be determined by the Directors. Such remuneration may be by way of
salary, fees, wages, commission or participation in profits or any other means
or all of these modes and an officer may in addition to such remuneration be
entitled to receive after he ceases to hold such office or leaves the employment
of the Corporation a gratuity, pension or retirement allowance.
19.4 The Directors may decide what functions and duties each officer
shall perform and may entrust to and confer upon him any of the powers
exercisable by them upon such terms and conditions and with such restrictions as
they think fit and may from time to time revoke, withdraw, alter or vary all or
any of such functions, duties and powers. The Secretary shall, inter alia,
perform the functions of the secretary specified in the Corporation Act.
19.5 Every officer of the Corporation who holds any office or possesses
any property whereby, whether directly or indirectly, duties or interests might
be created in conflict with his duties or interests as an officer of the
Corporation shall, in writing, disclose to the President the fact and the
nature, character and extent of the conflict.
SECTION 20. INDEMNITY AND PROTECTION
----------------------------------------
OF DIRECTORS, OFFICERS AND EMPLOYEES
-----------------------------------
20.1 Subject to the provisions of the Corporation Act, the Directors
may, with the approval of the Court, cause the Corporation to indemnify a
Director or former Director of the Corporation or a director or former director
of a corporation of which the Corporation is or was a shareholder, and the heirs
and personal representatives of any such person, against all costs, charges and
expenses, including an amount Paid to settle an action or satisfy a judgment
actually and reasonably incurred by him, including an amount paid to settle an
action or satisfy a judgment in a civil, criminal or administrative action or
proceeding to which he is made a party by reason of being or having been a
Director of the Corporation or a director of such corporation, including any
action or proceeding brought by the Corporation or any such corporation. Each
Director of the Corporation on being elected or appointed shall be deemed to
have contracted with the Corporation on the terms of the foregoing indemnity.
20.2 Subject to the provisions of the Corporation Act, the Directors
may cause the Corporation to indemnify any officer, employee or agent of the
Corporation or of a corporation of which the Corporation is or was a shareholder
(notwithstanding that he is also a Director) and his heirs and Personal
representatives against all costs, charges and expenses whatsoever incurred by
him and resulting from his acting as an officer, employee or agent of the
<PAGE>
Corporation or such corporation. In addition the Corporation shall indemnify the
Secretary or an Assistant Secretary of the Corporation (if he shall not be a
full time employee of the Corporation and notwithstanding that he is also a
Director) and his heirs and personal representatives against all costs, charges
and expenses whatsoever incurred by him and arising out of the functions
assigned to the Secretary by the Corporation Act or these Bylaws. Each such
Secretary and Assistant Secretary on being appointed shall be deemed to have
contracted with the Corporation on the terms of the foregoing indemnity.
20.3 For the purposes of Section 20.1, a civil, criminal or
administrative action or proceeding shall include a civil, criminal,
administrative or other investigation or inquiry the subject of which concerns
the acts or conduct of a Director or former Director of the Corporation while a
Director of the Corporation.
20.4 The failure of a Director or officer of the Corporation to comply
with the provisions of the Corporation Act, the Articles of the Corporation or
these Bylaws shall not invalidate any indemnity to which he is entitled under
this section.
20.5 The Directors may cause the Corporation to purchase and maintain
insurance for the benefit of any person who is or was serving as a Director,
officer, employee or agent of the Corporation or as a director, Officer,
employee, or agent of any corporation of which the Corporation is or was a
shareholder and his heirs or personal representatives against any liability
incurred by him as such Director, director, officer, employee or agent.
SECTION 21. DIVIDENDS AND RESERVE
--------------------------------------
21.1 The Directors may from time to time declare and authorize payment
of such dividends if any, as they may deem advisable and need not give notice of
such declaration to any member. No dividend shall be paid otherwise than out of
funds or assets properly available for the payment of dividends and a
declaration by the Directors as to the amount of such funds or assets available
for dividends shall be conclusive, The Corporation may pay any such dividend
wholly or in part by the distribution of specific assets and in particular by
paid up shares, bonds, debentures or other securities of the Corporation or any
other corporation or in any one or more such ways as may be authorized by the
Corporation or the Directors and where any difficulty arises with regard to such
a distribution the Directors may settle the same as they think expedient, and in
particular may fix the value for distribution of such specific assets or any
section thereof, and may determine that cash payments in substitution for all or
any part of the specific assets to which any shareholders are entitled shall be
made to any shareholders on the basis of the value so fixed in order to adjust
the rights of all parties and may vest any such specific assets in trustees for
<PAGE>
the persons entitled to the dividend as may seem expedient to the Directors.
21.2 Any dividend declared on shares of any class may be made payable
on such date as is fixed by the Directors.
21.3 Subject to the rights of shareholders, if any, holding shares with
special rights as to dividends, all dividends on shares of any class shall be
declared and paid according to the number of such shares held.
21.4 The Directors may, before declaring any dividend, set aside out of
the funds properly available for the payment of dividends such sums as they
think proper as a reserve or reserves, which shall, at the discretion of the
Directors, be applicable for meeting contingencies or for equalizing dividends
or for any other purpose to which such funds of the Corporation may be properly
applied, and pending such application may, at the like discretion, either be
employed in the business of the Corporation or be invested in such investments
as the Directors may from time to time think fit. The Directors may also,
without placing the same in reserve, carry forward such funds which they think
prudent not to divide.
21.5 If several persons are registered as joint holders of any share,
any one may give an effective receipt for any dividend, interest or other moneys
payable in respect of the share.
21.6 No dividend shall bear interest. Where the dividend to which a
shareholder is entitled includes a fraction of a cent, such fraction shall be
disregarded in making payment thereof and such payment shall be deemed to be
payment in full.
21.7 Any dividend, interest or other moneys payable in respect of
shares may be paid by check or warrant sent by mail directed to the registered
address of the holder, or in the case of joint holders, to the registered
address of that one of the joint holders who is first named on the register, or
to such person and to such address as the holder or joint holders may direct in
writing. Every such check or warrant shall be made payable to the order of the
person to whom it is sent. The mailing of such check or warrant shall, to the
extent of the sum represented thereby (plus the amount of any tax required by
law to be deducted) discharge all liability for the dividend, unless such check
or warrant shall not be paid on presentation or the amount of tax so deducted
shall not be paid to the appropriate taxing authority.
21.8 Notwithstanding anything contained in these Bylaws the Directors
may from time to time capitalize any undistributed surplus on hand of the
Corporation and may from time to time issue as fully paid and non-assessable any
<PAGE>
unissued shares or any bonds, debentures or other debt obligations of the
Corporation as a dividend representing such undistributed surplus on
hand or any part thereof.
21.9 A transfer of a share shall not pass the right to any dividend
declared thereon before the registration of the transfer in the register
SECTION 22. RECORD DATES
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22.1 The Directors may fix in advance a date, which shall not be more
than the maximum number of days permitted by the Corporation Act preceding the
date of any meeting of shareholders or any class or series thereof or of the
payment of any dividend or of the proposed taking of any other proper action
requiring the determination of shareholders, as the record date for the
determination of the shareholders entitled to notice of, or to attend and vote
at, any such meeting and any adjournment thereof, or entitled to receive payment
of any such dividend or for any other proper purpose and, in such case,
notwithstanding anything elsewhere contained in these Bylaws, only shareholders
of record on the date so fixed shall be deemed to be shareholders for the
purposes aforesaid.
22.2 Where no record date is so fixed for the determination of
shareholders as provided in the preceding section the date on which the notice
is mailed or on which the resolution declaring the dividend is passed, as the
case may be, shall be the record date for such determination.
SECTION 23. DOCUMENTS, RECORDS AND FINANCIAL STATEMENTS
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23.1 The Corporation shall keep at its principal office or at such
other place as the Corporation Act may permit, the documents, copies, registers,
minutes, and records which the Corporation is required by the Corporation Act to
keep at its principal office or such other place, as the case may be.
23.2 The Corporation shall cause to be kept proper books of account and
accounting records in respect of all financial and other transactions of the
Corporation in order properly to record the financial affairs and condition of
the Corporation and to comply with the Corporation Act.
23.3 Unless the Directors determine otherwise, or unless otherwise
determined by a shareholders resolution, no shareholder of the Corporation shall
be entitled to inspect the accounting records of the Corporation.
23.4 The Directors shall from time to time at the expense of the
Corporation cause to be prepared and make available at a shareholders meeting
such financial statements and reports as are required by the Corporation Act.
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23.5 Every shareholder shall be entitled to be furnished once
gratis on demand with a copy of the latest annual financial statement of the
Corporation and, if so required by the Corporation Act, a copy of each such
annual financial statement and interim financial statement shall be mailed to
each shareholder.
SECTION 24. NOTICES
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24.1 A notice, statement or report may be given or delivered by the
Corporation to any member either by delivery to him personally or by sending it
by mail to him to his address as recorded in the register of shareholders. Where
a notice, statement or report is sent by mail service or delivery of the notice,
statement or report shall be deemed to be effected by properly addressing and
mailing the notice, statement or report and to have been given on the day,
Saturdays, Sundays and holidays excepted, following the date of mailing. A
certificate signed by the Secretary or other officer of the Corporation or of
any other corporation acting in that behalf for the Corporation that the letter,
envelope or wrapper containing the notice, statement or report was so addressed
and mailed shall be conclusive evidence thereof.
24.2 A notice, statement or report may be given or delivered by the
Corporation to the joint holders of a share by giving or delivering it to the
joint holder first named in the register of shareholders in respect of that
share.
24.3 A notice, statement or report may be given or delivered by the
Corporation to the persons entitled to a share in consequence of the death,
bankruptcy or incapacity of a shareholder by sending it through the mail
addressed to them by name or by the title of representatives of the deceased or
incapacitated person or trustee of the bankrupt, or by any like description, at
the address, if any, supplied to the Corporation for the purpose by the persons
claiming to be so entitled or until such address has been so supplied, by giving
it in a manner in which the same might have been given if the death, bankruptcy
or incapacity had not occurred.
24.4 Notice of every annual meeting or special meeting of the
shareholders holding shares of a class or series shall be given in a manner
hereinbefore authorized to every shareholder holding at the time of the issue of
the notice or the date fixed for determining the shareholders entitled to such
notice, whichever is the earlier, shares which confer the right to notice of and
to attend and vote at any such meeting. No other person except the auditor of
the Corporation and the Directors of the Corporation shall be entitled to
receive notices of any such meeting.
<PAGE>
SECTION 25. SEAL
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25.1 The Directors may provide a seal for the Corporation and, if they
do so, shall provide for the safe custody and use of the seal which shall not be
affixed to any instrument except in the presence of, or attested by the
signatures of, the following persons, namely:
(a) any two Directors, or
(b) any one of the Chairman of the Board, the President, the Managing
Director, a Director and a Vice- President together with any one of the
Secretary, the Treasurer, the Secretary-Treasurer, an Assistant Secretary, an
Assistant Treasurer and an Assistant Secretary-Treasurer, or
(c) if the Corporation shall have only one shareholder, the President or the
Secretary, or
(d) such person or persons as the Directors may from time to time by
resolution appoint, and any such resolution may be general in its nature,
and the said Directors, officers, person or persons in whose presence the seal
is so affixed to an instrument shall sign such instrument. For the purpose of
certifying under seal true copies of any document or resolution the seal may be
affixed in the presence of any one of the foregoing persons.
25.2 To enable the seal of the Corporation to be affixed to any
bonds, debentures, share certificates, or other securities of the Corporation,
whether in definitive or interim form, on which facsimiles of any of the
signatures of the Directors or officers of the Corporation are, in accordance
with the Corporation Act or these Bylaws, printed or otherwise mechanically
reproduced there may be delivered to the firm or Corporation employed to
engrave, lithograph or print such definitive or interim bonds, debentures, share
certificates or other securities one or more unmounted dies reproducing the
Corporation's seal and the Chairman of the Board, the President, the Managing
Director or a Vice-President and the Secretary, Treasurer, Secretary- Treasurer,
an Assistant Secretary, an Assistant Treasurer or an Assistant
Secretary-Treasurer may by a document authorize such firm or corporation to
cause the Corporation's seal to be affixed to such definitive or interim bonds,
debentures, share certificates or other securities by the use of such dies.
Bonds, debentures, share certificates or other securities to which the
Corporation's seal has been so affixed shall for all purposes be deemed to be
under and to bear the Corporation's seal lawfully affixed thereto.
25.3 The Corporation may have for use in any other province, state,
territory or country an official seal which shall have on its face the name of
the province, state, territory of country where it is to be used and all of the
powers conferred by the Corporation Act with respect thereto may be, exercised
by the Directors or by a duly authorized agent of the Corporation.
<PAGE>
SECTION 26. PROHIBITIONS
----------------------------
26.1 If the Corporation is, or becomes, a Corporation which is not a
publicly held corporation, the number of persons who beneficially own designated
securities of the Corporation (counting any two or more joint registered owners
as one beneficial owner) shall be limited to 50, excluding persons that:
(a) are employed by the Corporation or an affiliate of it, or
(b) beneficially owned, directly or indirectly, designated securities of
the Corporation while employed by it or by an affiliate of it and, at all times
since ceasing to be so employed, have continued to beneficially own, directly or
indirectly, at least one designated security of the Corporation.
26.2 If the Corporation is, or becomes, a corporation which is not a
publicly held Corporation, no designated securities of the Corporation, and no
securities that are convertible into or exchangeable for designated securities
of the Corporation, shall be:
(a) offered for sale to the public; or
(b) transferred without the previous consent of the Directors expressed by a
resolution of the Board and the Directors shall not be required to give any
reason for refusing to consent to any such proposed transfer.
