SCHEDULE "A"
ARTICLES
of
QUALITY LEARNING SYSTEMS (INTERNATIONAL) INC.
TABLE OF CONTENTS
PART ARTICLE SUBJECT
1 INTERPRETATION
1.1. Definitions
Construction of Words
1.2. Definitions same as Company Act
1.3. Interpretation Act Rules of Construction apply
2 SHARES
2.1. Member entitled to Certificate
2.2. Replacement of Lost or Defaced Certificate
2.3. Execution of Certificates
2.4. Recognition of Trusts
3 ISSUE OF SHARES
3.1. Directors Authorized
3.2. Conditions of Allotment
3.3. Commissions and Brokerage
3.4. Conditions of Issue
4 SHARE REGISTERS
4.1. Registers of Members, Transfers and Allotments
4.2. Branch Registers of Members
4.3. No Closing of Register of Members
5 TRANSFER AND TRANSMISSION OF SHARES
5.1. Transfer of Shares
5.2. Execution of Instrument of Transfer
5.3. Enquiry as to Title not Required
5.4. Submission of Instruments of Transfer
5.5. Transfer Fee
5.6. Personal Representative Recognized on Death
5.7. Death or Bankruptcy
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6 ALTERATION OF CAPITAL
6.1. Increase of Authorized Capital
6.2. Other Capital Alterations
6.3. Creation, Variation and Abrogation
of Special Rights and Restrictions
6.4. Special Rights of Conversion or Exchange
6.5. Class Meetings of Members
7 PURCHASE AND REDEMPTION OF SHARES
7.1. Authorized to Purchase or Redeem its Shares
7.2. & 7.3. Redemption of Shares
8 BORROWING POWERS
8.1. Powers of Directors
8.2. Special Rights Attached to and
Negotiability of Debt Obligations
8.3. Register of Debentureholders
8.4. Execution of Debt Obligations
8.5. Register of Indebtedness
9 GENERAL MEETINGS
9.1. Annual General Meetings
9.2. Waiver of Annual General Meeting
9.3. Classification of General Meetings
9.4. Calling of Meetings
9.5. Advance Notice for Election of Directors
9.6. Notice for General Meeting
9.7. Waiver for General Meeting
9.8. Notice of Special Business at General Meeting
10 PROCEEDINGS AT GENERAL MEETINGS
10.1. Special Business
10.2. Requirement of Quorum
10.3. Quorum
10.4. Lack of Quorum
10.5. Chairman
10.6. Alternate Chairman
10.7. Adjournments
10.8. Motion Proposed or Seconded by Chairman
10.9. Decisions by Show of Hands or Poll
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10.10. Casting Vote
10.11. Manner of Taking Poll
10.12. Retention of Ballots Cast on a Poll
10.13. Casting of Votes
10.14. Ordinary Resolution Sufficient
11 VOTES OF MEMBERS
11.1. Number of Votes Per Share of Member
11.2. Votes of Persons in Representative Capacity
11.3. Representative of a Corporate Member
11.4. Votes by Joint Holders
11.5. Vote by Committee for a Member
11.6. Appointment of Proxyholders
11.7. Execution of Form of Proxy
11.8. Deposit of Proxy
11.9. Form of Proxy
11.10. Validity of Proxy Vote
11.11. Revocation of Proxy
12 DIRECTORS
12.1. Number of Directors
12.2. Remuneration and Expenses of Directors
12.3. Qualification of Directors
13 ELECTION AND REMOVAL OF DIRECTORS
13.1. Election at Annual General Meetings
13.2. Eligibility of Retiring Director
13-3. Continuance of Directors
13.4. Election of Less than Required Number of Directors
13.5. Filling a Casual Vacancy
13.6. Additional Directors
13.7. Alternate Directors
13.8. Termination of Directorship
13.9. Removal of Directors
14 POWERS AND DUTIES OF DIRECTORS
14.1. Management of Affairs and Business
14.2. Appointment of Attorney
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15 DISCLOSURE OF INTEREST OF DIRECTORS
15.1. Disclosure of Conflicting Interest
15.2. Voting and Quorum re Proposed Contract
15.3. Director May Hold Office or Place of Profit with Company
15.4. Director Acting in Professional Capacity
15.5. Director Receiving Remuneration from Other Interests
16 PROCEEDINGS OF DIRECTORS
16.1. Chairman and Alternate
16.2. Meetings - Procedure
16.3. Meetings by Conference Telephone
16.4. Notice of Meeting
16.5. Waiver of Notice of Meetings
16.6. Quorum
16.7. Continuing Directors may Act During Vacancy
16.8. Validity of Acts of Directors
16.9. Resolution in Writing Effective
17 EXECUTIVE AND OTHER COMMITTEES
17.1. Appointment of Executive Committee
17.2. Appointment of Committees
17.3. Procedure at Meetings
18 OFFICERS
18.1. President and Secretary Required
18.2. Persons Holding More Than One Office
and Remuneration
18.3. Disclosure of Conflicting Interest
19 INDEMNITY AND PROTECTION OF
DIRECTORS, OFFICERS AND EMPLOYEES
19.1. Indemnification of Directors
19.2. Indemnification of Officers, Employees, Agents
19.3. Indemnification not Invalidated by Non-Compliance
19.4. Company May Purchase Insurance
20 DIVIDENDS AND RESERVES
20.1. Declaration of Dividends
20.2. Declared Dividend Date
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20.3. Proportionate to Number of Shares Held
20.4. Reserves
20.5. Receipts from Joint Holders
20.6. No Interest on Dividends
20.7. Payment of Dividends
20.8. Capitalization of Undistributed Surplus
21 DOCUMENTS, RECORDS AND REPORTS
21.1. Documents to be Kept
21.2. Accounts to be Kept
21.3. Inspection of Accounts
21.4. & 21.5. Financial Statements and Reports
22 NOTICES
22.1. Method of Giving Notice
22.2. Notice to Joint Holder
22.3. Notice to Personal Representative
22.4. Persons to Receive Notice
23 RECORD DATES
23.1. Record Date
23.2. No Closure of Register of Members
24 SEAL
24.1. Affixation of Seal to Documents
24.2. Mechanical Reproduction of Signatures
24.3. Official Seal for Other Jurisdictions
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PROVINCE OF BRITISH COLUMBIA
COMPANY ACT
ARTICLES
of
QUALITY LEARNING SYSTEMS (INTERNATIONAL) INC.
PART 1
INTERPRETATION
1.1. In these Articles, unless there is something in., the subject
or context inconsistent therewith:
"Board" and "the Directors" or "the directors" mean. the Directors or sole
Director of the Company for the time being.
"Company Act" means the Company Act of the Province of British Columbia as from
time to time enacted and all amendments thereto and includes the regulations
made pursuant thereto.
"Memorandum" means the Memorandum of the Company.
"month" means calendar month.
"proxyholder" means the person duly nominated by the registered owner to
represent him at the meeting and includes the duly authorized representative of
a corporation which is the registered owner.
"registered owner" or "registered holder" when used with respect to a share in
the authorized capital of the Company means the person registered in the:
register of members in respect of such share.
"seal" means the common seal of the Company.
"Securities Act" means the Securities Act of the Province of British Columbia as
from time to time enacted and all amendments thereto and includes the
regulations made pursuant thereto.
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.
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Words importing the singular include the plural and vice versa; and
words importing male persons include female persons and words importing persons
shall include corporations.
1.2. The meaning of any words or phrases defined in the Company
Act shall, if not inconsistent with the subject- or context, bear the same
meaning in these Articles.
1.3. The Rules of Construction contained in the Interpretation Act
shall apply, mutatis mutandis, to the interpretation of these Articles.
PART 2
SHARES AND SHARE CERTIFICATES
2.1. Every member is entitled, without charge, to one certificate
representing the share or shares of each class held by him; provided that, in
respect of a share or shares held jointly by several persons, the Company 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; and provided further that the Company
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. Any share certificate may be sent through the mail by registered
prepaid mail to the member entitled thereto at his address as recorded in the
register of members, and neither the Company nor any transfer agent shall be
liable for any loss occasioned to the member owing to any such share certificate
so sent being lost in the mail or stolen.
2.2. If a share certificate
(i) is worn out or defaced, the Directors shall, upon production to them of
the said certificate and upon such other terms, if any, as they may think fit,
order the said certificate to be cancelled and shall issue a new certificate in
lieu thereof;
(ii) is lost, Stolen or destroyed, then, upon proof thereof to the
satisfaction of the Directors and upon such indemnity, if any, as the Directors
deem adequate being given, a new share certificate in lieu thereof shall be
issued to the person entitled to such lost, stolen or destroyed certificate; or
(iii) represents more than one share and the registered owner thereof
surrenders it to the Company with a written request that the Company 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 Company shall cancel the Certificate so surrendered and
issue in lieu thereof certificates in accordance with such request.
Such sum as the Directors may from time to time fix, but not greater than the
amount prescribed under the Company Act from time to time, shall be paid to the
Company for each certificate to be issued under this Article.
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2.3. Every share certificate shall he signed manually by at least
one officer or Director of the Company, or by or on behalf of a registrar,
branch registrar, transfer agent or branch transfer agent of the Company 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 an such
certificate to hold at the date of the issue of a share certificate.
2.4. Except as required by law, statute or these Articles, no
person shall be recognized by the Company as holding any share upon any trust,
and the Company shall not be bound by or compelled in any way to recognize (even
when having notice thereof) any equitable, contingent, future or partial
interest in any share or in any fractional part of a share or (except only as by
law, statute or these Articles provided 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.
PART 3
ISSUE OF SHARES
3.1. Subject to these Articles and the Memorandum and to any
direction to the contrary contained in a resolution passed at a general meeting
authorizing any increase or alteration of capital, the shares shall be under the
control of the Directors who may, subject to the Securities Act and to the
rights of the holders of the shares of the Company for the time being issued,
issue, allot, sell or otherwise dispose of, and/or grant options on or otherwise
deal in, shares authorized but not outstanding or which, having been previously
issued, have ' been purchased or redeemed by the Company and are available to be
sold or reissued at such times, to such persons (including Directors), in such
manner, upon such terms and conditions, and at such price or for such
consideration, as they, in their absolute discretion, may determine.
3.2. If the Company is, or becomes, a company which is not a
reporting company and the Directors are required by the Company Act before
allotting any shares to offer them pro rata to the members, the Directors shall,
before allotting any shares, comply with the applicable provisions of the
Company Act.
3.3. Subject to the provisions of the Company Act, the Company, or
the Directors on behalf of the Company, 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 any shares in the Company, or procuring
or agreeing to procure subscriptions, whether absolutely or conditionally, for
any such shares, provided that, if the Company is not a specially limited
company, the rate of the commission and discount shall not in the aggregate
exceed 25 per centum of the amount of the subscription price of such shares.
3.4. No share may be issued until it is fully paid and the Company
shall have received the full consideration therefor in cash, property or past
services actually performed for the Company. The value of property or services
for the purpose of this Article shall be an
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amount set by resolution of the Directors that is, in all circumstances of the
transaction, no greater than fair market value.
PART 4
SHARE REGISTERS
4.1. The Company shall keep or cause to be kept a register of
members, a register of transfers and a register of allotments within British
Columbia, all as required by the Company Act, and may combine one or more of
such registers. If the Company's capital shall consist of more than one class
or series of shares, a separate register of members,. register of transfers and
register of allotments may be kept in respect of each class or series of shares.
The Directors on behalf of the Company may appoint a trust company registered
under the Trust Company Act to keep the register of members, register of
transfers and register of allotments or, if there is more than one class or
series of shares, the Directors may- appoint a trust company, which need not be
the same trust company, to keep the register of members, the register of
transfers and the register of allotments for each class or series of share. The
Directors on behalf of the Company may also appoint one or more trust companies,
including the trust company which- keeps the said registers of its shares or of
a class or series thereof, as transfer agent for its shares or such class or
series thereof, as the case may be, and the same or another trust, company or
companies as registrar for its shares or such class thereof, as the case may be.
The Directors may terminate the appointment of any such trust company at any
time and may appoint another trust company in its place.
4.2. Subject to the Company Act, the Company may keep or cause to
be kept one or more branch registers of members at such place or places, whether
within or outside the Province of British Columbia, as the Directors may from
time to time determine.
4.3. The Company shall not at any time close its register of
members.
PART 5
TRANSFER AND TRANSMISSION OF SHARES
5.1. Subject to the provisions of the Memorandum and of these
Articles that may be applicable, and subject to the Securities Act, any member
may transfer any of his shares by instrument in writing executed by or on behalf
of such member. The instrument of transfer of any share of the Company shall be
in the form, if any, on the back of the Company's share certificates or in such
other form as the, Directors may from time to time approve. Except to the
extent that the Company Act may otherwise provide, the transferor shall be
deemed to remain the holder of shares until the name of the transferee is
entered in the register of members or branch register of members 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 Company, 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
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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 Company, its directors, officers and agents to
register, in the name of the person in whose behalf any certificate for the
shares to be transferred is deposited with the Company for the purpose of having
the transfer registered, the number of shares 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. Neither the Company nor any Director, officer or agent
thereof shall 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 Company 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 registered office of the company or at the office of
its transfer agent or branch 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 or the transfer agent or branch transfer
agent or registrar or branch 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 Company or its transfer agent or
branch transfer agent of registrar or branch/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 Company in respect of the
registration of any transfer such sum, if any, as the Directors may from time to
time determine.
5.6. In the case of the death of a member, the survivor or
survivors where the deceased was a joint registered holder, and the legal
personal representative of the deceased where he was the sole holder, shall be
the only persons recognized by the Company as having any title to his interest
in the shares. Before recognizing any legal personal representative the
Directors may require him to deliver to the Company the documents required by
the Company Act to be produced by a person applying to effect transmission of
shares and such other evidence as the Directors may require of the personal
representative's appointment, and of the payment or satisfaction of all taxes,
duties, fees and other similar assessments payable to any governmental authority
in any applicable jurisdiction with respect to the shares arising out of the
member's death.
5.7. A guardian, committee, trustee, curator, tutor,, personal
representative or trustee in bankruptcy of a member, although not a member
himself, shall have the same rights, privileges and obligations that attach to
the shares held by the member if the documents required by the Company Act to be
produced by a person applying to effect transmission of shares shall have been
deposited with the Company together with such other evidence as the Directors
may
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require of the person's appointment. This Article does not apply on the death
of a member with respect to a share registered in his name and the name of
another person in joint tenancy.
PART 6
ALTERATION OF CAPITAL
6.1. The Company may by ordinary resolution filed with the
Registrar alter the Memorandum to increase the authorized capital of the Company
by:
(i) creating shares with par value or shares without par value, or both;
(ii) increasing the number of shares with par value or shares without par
value, or both; or
(iii) increasing the par value of a class of shares with par value, if no
shares of that class are issued.
6.2. The Company may by special resolution alter the Memorandum to
subdivide, consolidate, change from shares with par value to shares without par
value, or from shares without par value to shares with par value, or change the
designation of, all or any of its shares but only to such extent, in such manner
and with such consents of members holding a class or series of shares which is
the subject of or affected by such alteration, as the Company Act provides.
6.3. The Company may alter the Memorandum or these Articles
(i) by special resolution, to create, define and attach special rights or
restrictions to any shares, and
(ii) by special resolution and by otherwise complying with any applicable
provision of its Memorandum or these Articles, to vary or abrogate any special
rights and restrictions attached to any shares
and in each case by filing a certified copy of such resolution with the
Registrar but no right or special right attached to any issued shares shall be
prejudiced or interfered with unless all members 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 resolution consenting thereto is passed at a
separate class or series meeting of the holders of the shares of each such class
or series by a majority of three-fourths of the votes cast, or such greater
majority as may be specified by the special rights attached to the class of
shares.
6.4. If the Company is or becomes a reporting company, no
resolution to create, vary or abrogate any special right of conversion or
exchange attaching to any class or series of shares shall be submitted to any
meeting of members unless, if so required by the Company Act, the Superintendent
of Brokers appointed pursuant to the Securities Act of British Columbia shall
have consented to the resolution.
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6.5. Subject to the Company Act and unless these Articles or the
Memorandum otherwise provide, the provisions of these Articles relating to
general meetings shall apply, with the necessary changes and so far as they are
applicable, to a class or series meeting of members holding a particular class
or series of shares but the quorum at a class or series meeting shall be one
person holding or representing by proxy one-third of the shares affected.
PART 7
PURCHASE AND REDEMPTION OF SHARES
7.1. Subject to the special rights and restrictions attached to
any class or series of shares, the, Company may,, by a resolution of the
Directors and in compliance with the Company Act, purchase any of its shares at
the price and upon the terms specified in such resolution or redeem any class or
series of its shares in accordance with the special rights and restrictions
attaching thereto. Unless the shares are to be purchased through a stock
exchange or the Company is- purchasing the shares from dissenting members
pursuant to the requirements of the Company Act or from an employee or former
employee of the Company or of an affiliate of the Company or from his personal
representatives, the Company shall make its offer to purchase pro rata to every
member who holds shares of the class or series, as the case may be, to be
purchased.
7.2. If the Company proposes at its option to redeem some but not
all of the shares of any class or series, the Directors may, subject to the
special rights and restrictions attached to such class or series of shares,
decide the manner in which the shares to be redeemed shall be selected.
7.3. Subject to the provisions of the Company Act and of the
Securities Act, any shares purchased or redeemed by the Company may be sold or
if cancelled, reissued by it, but, while such shares which have not been
cancelled are held by the Company, it shall not exercise any vote in respect of
these shares and no dividend or/other distribution shall be paid or made
thereon.
PART 8
BORROWING POWERS
8.1. The Directors may from time to time on behalf of the Company
(i) borrow money in such manner and amount, on such security, from such
sources and upon such terms, and conditions as they think fit, and may authorize
the guaranteeing of any obligations of any other person,
(ii) issue bonds, debentures, and other debt obligations either outright or
as security for any liability or obligation of the Company or any other person,
and
(iii) 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 Company (both present. and future).
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8.2. Any bonds, debentures or other debt obligations of the
Company 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 Company, appointment or election of Directors or otherwise and
may by their terms be assignable free from any equities between the Company and
the person to whom they were issued or any subsequent holder thereof, all as the
Directors may determine.
8.3. The Company shall keep or cause to be kept within the
Province of British Columbia in accordance with the Company Act a register of
its debentures and a register of debentureholders, which registers may be
combined, and, subject to the provisions of the Company Act, may keep or cause
to be kept one or more branch registers of its debentureholders 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, provided that any such branch
register kept within British Columbia shall be kept by a Trust Company.
8.4. Every bond, debenture or other debt obligation of the Company
shall be signed manually by at least one Director or officer of the Company or
by or on behalf of a trustee, registrar, branch registrar, transfer agent or
branch transfer agents for the bond, debenture or other debt obligation
appointed by the Company or under any instrument under which the bond, debenture
or other debt obligation is issued or by or on behalf of a trustee who certifies
it in accordance with a trust indenture and any additional signatures may be
printed or otherwise mechanically reproduced thereon and, in such event, a bond,
debenture or other debt obligation so signed is as valid as if signed manually
notwithstanding that the person whose signature is so printed or mechanically
reproduced shall have ceased to hold the office that he is stated on such bond,
debenture or other debt obligation to hold at the date of the issue thereof.
8.5. If the Company is, or becomes, a company which is a reporting
company, the Company shall keep or cause to be kept a register of its
indebtedness to every Director or officer of the Company or an associate of any
of them in accordance with the provisions of and to the extent required by the
Company Act.
PART 9
GENERAL MEETINGS
9.1. Subject to any extensions of time permitted pursuant to the
Company Act, the first annual general meeting of the Company shall be held
within fifteen months from the date of incorporation, the date of amalgamation
or the effective date of a certificate of continuation, and thereafter an annual
general meeting shall be held once in every calendar year at such time (not
being more than thirteen months after the date that the last annual general
meeting was held or deemed to have been held) and place as may be determined by
the Directors.
9.2. If the Company is, or becomes, a company which is not a
reporting company and all the members entitled to attend and vote at an annual
general meeting consent in
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writing to all the business which is required or desired to be transacted at the
meeting, the meeting need not be held.
9.3. All general meetings other than annual general meetings are
herein referred to as and may be called extraordinary general meetings.
9.4. The Directors may,, whenever they think fit, convene an
extraordinary general meeting. An extraordinary general meeting, if
requisitioned in accordance with the Company Act, shall be convened by the
Directors or, if not convened by the Directors, may be convened by the
requisitionists as provided in the Company Act.
9.5. If the Company is or becomes a reporting company, advance
notice of any general meeting at which any Director is to be elected shall be
published in the manner required by the Company Act.
9.6. A notice convening a general meeting specifying the place,
the date, and the hour of the meeting, and, in case of special business, the
general nature of that business, shall be given as provided in the Company Act
and in the manner hereinafter in these Articles mentioned, or- in such other
manner (if any) as may be prescribed by ordinary resolution, whether previous
notice thereof has been given or not, to such persons as are entitled by law or
under these Articles to receive such notice from the Company. Accidental
omission to give notice of a meeting to, or the non-receipt of notice of a
meeting, by any member shall not invalidate the proceedings at that meeting.
9.7. All. the members of the Company entitled to attend and vote
at a general meeting may, by unanimous consent in writing given before, during
or after the meeting, 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.
9.8. Except as otherwise provided by the Company Act, where any
special business at a general 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 members at the
registered office or records office of the Company or at some other place in
British Columbia designated in the notice during usual business hours up to the
date of such general meeting.
PART 10
PROCEEDINGS AT GENERAL MEETINGS
10.1. All business shall be deemed special business, which is
transacted at
(i) an extraordinary general meeting other than the conduct of and voting
at, such meeting; and
(ii) an annual general meeting, with the exception of the conduct of, and
voting at, such meeting, the consideration of the financial statement and of the
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respective reports of the Directors and Auditor, fixing or changing the number
of directors, the election of Directors, the appointments of- the Auditor, the
fixing of the remuneration of the Auditor and of the Directors and such other
business as by these Articles or the Company Act may be transacted at a general
meeting without prior notice thereof being given to the members or any business
which is brought under consideration by the report of the Directors.
10.2. No business, other than election of the chairman or the
adjournment of the meeting, shall be transacted at any general meeting unless a
quorum of members, entitled to attend and vote, is present at the commencement
of the meeting, but the quorum need not be present throughout the meeting.
10.3. Save as herein otherwise provided, a quorum shall be two
persons present and being, or representing by proxy, members holding not less
than one-twentieth of the issued shares entitled to be voted at the meeting. If
there is only one member the quorum is one person present and being, or
representing by proxy, such member. The Directors, the Secretary or, in his
absence, an Assistant Secretary, and the solicitor of the Company shall be
entitled to attend at any general meeting but no such person shall be counted in
the quorum or be entitled to vote at any general meeting unless he shall be a
member or proxyholder entitled to vote thereat.
10.4 If within half an hour from the time appointed for a general
meeting, a quorum is not present, the meeting, if convened by requisition of the
members, shall be dissolved; but otherwise it shall stand adjourned to a place
on a date and at a time, to be fixed by the chairman of the meeting before the
adjournment, which shall be not more than two weeks following the date for which
the meeting was called, or failing such designation then to the same day in the
second week following the meeting at the same time and place, in either case
without giving further notice. If at such adjourned meeting, a quorum is not
present within half an hour from the time appointed, the person or persons
present and being, or representing by proxy, a member or members entitled to
attend and vote at the meeting, shall be a quorum.
10.5. The Chairman of the Board, if any, or in his absence the
President of the Company or in his absence a Vice-President of the Company, if
any, shall be entitled to preside as chairman at every general meeting of the
Company.
10.6. If at any general meeting neither the Chairman of the Board
nor President nor a Vice-President is present within fifteen minutes after the
time appointed for holding the meeting or is willing to act as chairman, the
Directors present shall choose some 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 be present, the members present shall choose one of their number to
be chairman.
10.7. The chairman may 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 thirty days or more, notice, but not "advance notice", of the
adjourned meeting shall be given as in the case of an original meeting or if so
determined by. the Directors, by an advertisement published at least once in a
daily
<PAGE>
newspaper in Vancouver, British Columbia, or in the city where the meeting
commenced. 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.
10.8. The chairman may propose or second a motion.
10.9. Subject to the provisions of the Company Act, at any meeting
a resolution put to the vote of the 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 member entitled to vote
who is present in person or by proxy. The chairman shall declare to the meeting
the decision on every question in accordance with the result of the show of
hands or the poll, and such decision shall be entered in the book of'
proceedings of the Company. A declaration by the chairman that a resolution 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 book Of
the proceedings of the Company shall be conclusive evidence of the fact, without
proof of the number or proportion of the votes recorded in favour of, or
against, that resolution.
10.10. In the case of an equality of votes, whether on a show of
hands or on a poll, the chairman of the meeting at which the show of hands takes
place or at which the poll is demanded shall not be entitled to a second or
casting vote.
10.11. 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 seven 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 pollA 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.
10.12. 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 Company Act may
provide.
10.13. 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.
10.14. Unless the Company Act, the Memorandum or these Articles
otherwise provide, any action to be taken by a resolution of the members may be
taken by an ordinary resolution.
<PAGE>
PART 11
VOTES OF MEMBERS
11.1. Subject to any special voting rights or restrictions
attached to any class or series of shares and the restrictions on joint
registered holders of shares, on a show of hands every member who is present in
person and entitled to vote thereat shall have one vote and on a poll every
member 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.
11.2. Any person who is not registered as a member but is entitled
to vote at any general meeting in respect of a share, may vote the share in the
same manner as if he were a member; 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.
11.3. Any corporation not being a subsidiary which is a member of
the Company may by resolution of its directors or other governing body authorize
such person as it thinks fit to act as its representative at any general meeting
or class meeting. The person so authorized shall be entitled to exercise in
respect of and at such meeting the same powers on behalf of the corporation
which he represents as that corporation could exercise if it were an individual
member of the Company personally present, including, without limitation, the
right, unless restricted by such resolution, to appoint a proxyholder to
represent such corporation, and shall, if present at the meeting, be counted for
the purpose of forming a quorum and be deemed to be a member present at the
meeting. Evidence of the appointment of any such representative may be sent to
the Company by written instrument, telegram, telex or any method of transmitting
legibly recorded messages. Notwithstanding the foregoing, a corporation being a
member may appoint a proxyholder.
11.4. If a share is registered in the name of two or more persons,
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 members. Several legal
personal representatives of a deceased member whose shares are registered in his
sole name shall for the purpose of this Article be deemed to be two or more
persons, as the case may be.
11.5. A member 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.
11.6. Every member, including a member that is a corporation,
entitled to vote at a general meeting or a class meeting of the Company may,, by
proxy, appoint a proxyholder as his nominee to attend and act at the meeting in
the manner, to the extent and with the power conferred by the proxy. A member
may also appoint one or more alternate proxyholders to act in the place and
stead of an absent proxyholder.
<PAGE>
11.7. 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. A proxyholder need not be a member of the
Company if
(i) the Company is at the time a reporting company, or
(ii) the member appointing the proxyholder is a corporation, or
(iii) the Company shall have at the time only one member, or
(iv) the persons present in person or by proxy and entitled to vote at the
meeting by resolution permit the proxyholder to attend and vote; for the purpose
of such resolution the proxyholder shall be counted in the quorum but shall not
be entitled to vote
and in all other cases a proxyholder must be a member.
11.8. Unless otherwise ordered by the Directors, 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 registered
office of the Company, or at such other place as is specified for that purpose
in the notice convening the meeting or in the information circular relating
thereto, not less than 48 hours (excluding Saturdays, Sundays and holidays)
before the time for holding the meeting in respect of which the person named in
the instrument is appointed. In addition to any other method of depositing
proxies provided for in these Articles, the Directors may from time to time by
resolution make regulations relating to the depositing of proxies at any place
or places and fixing the time or times for depositing the proxies not exceeding
48 hours (excluding Saturdays, Sundays and holidays) preceding the meeting or
adjourned meeting specified in the notice calling a meeting of members or in the
information circular relating thereto and providing for particulars of such
proxies to be sent to the Company or any agent of the Company in writing or by
letter, telegram, telex or any method of transmitting legibly recorded messages
so as to arrive before the commencement of the meeting or adjourned meeting at
the office of the Company or of any agent of the Company appointed for the
purpose of receiving such particulars and providing that proxies so deposited
may be acted upon as though the proxies themselves were deposited as required by
this Part and votes given in accordance with such regulations shall be valid and
shall be counted.
11.9. Unless the Company Act or any other statute or law which is
applicable to the Company 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 form following, but may also be in any other form that the Directors
or the chairman of the meeting shall approve:
(Name of Company)
The undersigned, being a member of the above named Company, hereby appoints
______________________ or failing him _______________________ as proxyholder for
the undersigned to attend, act and vote for and on behalf of the
<PAGE>
undersigned at the general meeting of the Company to be held on the ____ day of
____________________, and at any adjournment thereof.
Signed this _____ day of ________________, 19____.
(Signature of member).
11.10. A vote given in accordance with the terms of a proxy is
valid notwithstanding the previous death or incapacity of the member giving the
proxy or the revocation of the proxy or of the authority under which the form of
proxy was executed or the transfer of the share in respect of which the proxy is
given, provided that no notification in writing of such death, incapacity,
revocation or transfer shall have been received at the registered office of the
Company or by the chairman of the meeting or adjourned meeting for which the
proxy was given before the vote is taken.
11.11. Every proxy may be revoked by an instrument in writing
(i) executed by the member giving the same or by his attorney authorized in
writing or, where the member is a corporation, by a duly authorized officer or
attorney of the corporation; and
(ii) delivered either at the registered 'office of the Company at any time
up to and including the last business day preceding the day of the meeting., or
any adjournment thereof at which the proxy is to be used, or to the chairman of
the meeting on the day of the meeting or any adjournment thereof before any vote
in respect of which the proxy is to be used shall have been taken
or in any other manner provided by law. A proxy shall cease to be valid one
year from its date.
PART 12
DIRECTORS
12.1. The subscribers to the Memorandum of the Company are the
first Directors. The Directors to succeed the first Directors may be appointed
in writing by a majority of the subscribers to the Memorandum or at a meeting of
the subscribers, or if not so appointed, they shall be elected by the members
entitled to vote on the election of Directors and the number of Directors shall
be the same as the number of' Directors so appointed or elected. The number of
Directors, excluding additional Directors, may be fixed or changed from time to
time by ordinary resolution, whether previous notice thereof has been given or
not, but notwithstanding anything contained in these Articles the number of
Directors shall never be less than one or, if the Company is or becomes a
reporting company, less than three.
12.2. 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
members. Such remuneration may be in addition to any salary or other
remuneration paid to any officer or employee of the Company as such who is also
a Director. The Directors-, shall be repaid such reasonable. travelling, hotel
and other expenses as they incur in and about the business of the
<PAGE>
Company and if any Director shall perform any professional or other services for
the Company 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 Company's
business, he may be paid a remuneration to be fixed by the Board, or, at the
option of such Director, by the Company in general meeting, and such
remuneration may be either in addition to, or in substitution for any other
remuneration that he may be entitled to receive. The Directors on behalf of the
Company, unless otherwise determined by ordinary resolution, may pay a gratuity
or pension or allowance on retirement to any Director who has held any salaried
office or place of profit with the Company or to his spouse or defendants and
may make contributions to any fund and pay premiums for the purchase or
provision of any such gratuity, pension or allowance.
12.3. A Director shall not be required to hold a share in the
capital of the Company as qualification for his office but shall be qualified as
required by the Company Act, to become or act as a Director.
PART 13
ELECTION AND REMOVAL OF DIRECTORS
13.1. At each annual general meeting of the Company all the
Directors shall retire and the members entitled to vote thereat shall elect a
Board of Directors consisting of the number of Directors for the time being
fixed pursuant to these Articles. If the Company is, or becomes, a company that
is not a reporting company and the business to be transacted at any annual
general meeting is consented to in writing by all the members who are entitled
to attend and vote thereat such annual general meeting shall be deemed for the
purpose of this Part to have been held on such written consent becoming
effective.
13.2. A retiring Director shall be eligible for re-election.
13.3. Where the Company fails to hold an annual general meeting in
accordance with the Company Act, the Directors then in office shall be deemed to
have been elected or appointed as Directors on the last day on which the annual
general meeting could have been held pursuant to these Articles and they may
hold office until other Directors are appointed or elected or until the day on
which the next annual general meeting is held.
13.4. If at any general 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 Articles until further new Directors are elected at a general
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 Articles such number shall
be fixed at the number of Directors actually elected or continued in office.
13.5. Any casual vacancy occurring in the Board of Directors may
be filled by the remaining Directors or Director. A vacancy resulting from an
increase by the members in the number of Directors may be filled by the members
by ordinary resolution or by the Directors.
<PAGE>
13.6. Between successive annual general meetings the Directors
shall have power to appoint one or more additional Directors but not more than
one-third of the number of Directors fixed pursuant to these Articles and in
effect at the last general meeting at which Directors were elected, and the
number of Directors shall be increased accordingly. Any Director so appointed
shall hold office only until the next following annual general meeting of the
Company, but shall be eligible for election at such meeting and so long as he is
an additional Director the number of Directors shall be increased, accordingly.
13.7. Any Director may by instrument in writing delivered to the
Company appoint any person to be his alternate to act in his place at meetings
of the Directors at which he is not present unless the Directors shall have
reasonably disapproved the appointment of such person as an alternate Director
and shall have given notice to that effect to the Director appointing the
alternate Director within a reasonable time after delivery of such instrument to
the Company. Every such alternate shall be entitled to notice of meetings of
the Directors and to attend and vote as a Director at a meeting at which the
person appointing him is not personally present. A person may be appointed as
an alternate Director by more than one Director, and an alternate Director shall
be counted separately in determining the quorum for, and having a separate vote
on behalf of, each Director he is representing, in addition to being so counted
and voting where he is himself a Director. Every alternate Director, if
authorized by the instrument appointing them, may sign in place of the Director
who appointed him resolutions submitted to the Directors to be consented to in
writing as referred to in Article 16.9. Every alternate Director shall be deemed
not to be the agent of a Director appointing him. An alternate Director shall
be deemed to be a Director for all purposes of these Articles in the performance
of any function authorized under this Article 13.7, but shall not otherwise be
deemed to be a Director or to have power to act as a Director. A Director may
at any time by instrument telegram, telex or any method of transmitting legibly
recorded messages delivered to the Company revoke the appointment of an
alternate appointed by him. An alternate Director may be repaid by the Company
such expenses as might properly be repaid to him if he were a Director and he
shall be entitled to receive from the Company such proportion, if any, of the
remuneration otherwise payable to the Director appointing him as such Director
may from time to time direct.
13.8. The office of Director shall be vacated if the, Director:
(i) resigns his office by notice in writing delivered to the registered
office of the Company; or
(ii) is convicted of an indictable offence and the other Directors shall
have resolved to remove him; or
(iii) ceases to be qualified to act as a Director pursuant to the Company
Act.
13.9. The Company may by special resolution remove any Director
before the expiration of his period of office, and may by an ordinary resolution
appoint another person in his stead.
<PAGE>
PART 14
POWERS AND DUTIES OF DIRECTORS
14.1. The Directors shall manage, or supervise the management of,
the affairs and business of the Company and shall have the authority to exercise
all such powers of the Company as are not, by the Company Act or by the
Memorandum or these Articles, required to be exercised by the Company in general
meeting.
14.2. The Directors may from time to time by power of attorney or
other instrument under the seal, appoint any person to be the attorney of the
Company for such purposes, and with such powers, authorities and discretions
(not exceeding those vested in or exercisable by the Directors under these
Articles 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 favour of any of the Directors or any of the
members of the Company or in favour of any corporation, or of any of the
members, directors, nominees or managers of any corporation, firm or joint
venture and any such power of attorney may contain such provisions 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.
PART 15
DISCLOSURE OF INTEREST OF DIRECTORS
15.1. A Director who is, in any way, directly or indirectly
interested in a proposed contract or transaction with the Company 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
Company Act.
15.2. A Director shall not vote in respect of any such contract or
transaction with the Company 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 Company
Act, the foregoing prohibitions shall not apply to
(i) any such contract or transaction relating to a loan to the Company,
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;
(ii) any contract or transaction made or to be made with, or for the benefit
of an affiliated corporation of which a Director is a director or officer;
(iii) determining the remuneration of the Directors;
<PAGE>
(iv) purchasing and maintaining insurance to cover Directors against
liability incurred by them as Directors under Section 152 of the Company Act; or
(v) the indemnification of any Director by the Company under Section 152 of
the Company Act.
These exceptions may from time to time be suspended or amended to any extent
approved by the Company in general meeting and. permitted by the Company Act,
either generally or in respect of any particular contract or transaction or for
any particular period.
15.3. A Director may hold any office or place of profit with the
Company (other than the office of auditor of the Company) 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 Company either
with regard to his tenure of any such other office or place of profit or as
vendor, purchaser or otherwise, and, subject to compliance with the provisions
of the Company Act, no contract or transaction entered into by or on behalf of
the Company in which a Director is in any way interested shall be liable to be
voided by reason thereof.
15.4. Subject to compliance with the provisions of the Company
Act, a Director or his firm may act in a professional capacity for the Company
(except as auditor of the Company) and he or his firm shall be entitled to
remuneration for professional services as if he were not a Director.
15.5. A Director may be or become a director or other officer or
employee of, or otherwise interested in, any corporation or firm in which the
Company may be interested as a shareholder or otherwise, and, subject to
compliance with the provisions of the Company Act, such Director shall not be
accountable to the Company 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 Company in general meeting otherwise directs.
PART 16
PROCEEDINGS OF DIRECTORS
16.1. The Chairman of the Board, if any, or in his absence, the
Vice-Chairman or in his absence, the President shall preside as chairman at
every meeting of the Directors, or if neither the Chairman of the Board nor the
Vice-Chairman nor the President is present within fifteen minutes of the time
appointed for holding the meeting or is willing to act. as chairman, or, if the
Chairman of the Board, the Vice-Chairman, 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.
16.2. 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 have a second or casting vote.
Meetings of the Board held at regular intervals may be held at such place, at
<PAGE>
such time and upon such notice (if any) as the Board may by resolution from time
to time determine.
16.3. A meeting of the Directors or of any committee of the
Directors may take place by means of conference telephones or other
communications facilities by which means all Directors participating in the
meeting can hear each other and provided that all such Directors agree to such
meeting being held in such manner. Directors 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 thereat.
16.4. A Director may, and the Secretary or an Assistant Secretary
upon request of a Director shall, call a meeting of the Board at any time.
Reasonable notice of such meeting specifying the place, day and hour of such
meeting shall be given by mail, postage prepaid, addressed to each of the
Directors and alternate Directors at his address as it appears on the books of
the Company or by leaving it at his usual business or residential address or by
telephone, telegram, telex, or any method of transmitting legibly recorded
messages. It shall not be necessary to give notice of a meeting of Directors to
any Director or alternate Directors (i) who is at the time not in the Province
of British Columbia or (ii) if such meeting is to be held immediately following
a general meeting at which such Director shall have been elected or is the
meeting of Directors at which such Director is appointed. Accidental omission
to give notice of a meeting to or the nonreceipt of notice of a meeting by, any
Director or alternate Director shall not invalidate the proceedings at the
meeting.
16.5. Any Director of the Company may file with the Secretary a
document executed by him waiving notice of any past, present or future meeting
or meetings of the Directors being, or required to have been, sent to him and
may at any time withdraw such waiver with respect to meetings held thereafter.
After filing such waiver with respect to future meetings and until such waiver
is withdrawn no notice need be given. to such Director and, unless the Director
otherwise requires in writing to the Secretary, to his alternate Director of any
meeting of Directors and all meetings of the Directors so held shall be deemed
not to be improperly called or constituted by reason of notice not having been
given to such Director or alternate Director.
16.6. 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 two
Directors or, if the number of Directors is fixed at one, shall be one Director.
16.7. The continuing Directors may act notwithstanding any vacancy
in their body, but, if and so long as their number is reduced below the number
fixed pursuant to these Articles 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 general meeting of the Company, but
for no other purpose.
16.8. Subject to the provisions of the Company 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 members of such committee or person acting as
aforesaid, or that they or any of them were disqualified, be as
<PAGE>
valid as if every such person had been duly elected or appointed and was
qualified to be a Director.
16.9. A resolution consented to in writing, whether by document,
telegram, telex or any method of transmitting legibly recorded messages or other
means, by all of the Directors shall be as valid and effectual as if it had been
passed at a meeting of the Directors duly called and held. Such resolution may
be in two or more counterparts which together shall be deemed to constitute one
resolution in writing. Such resolution shall be filed with the minutes of the
proceedings of the Directors and shall be effective on the date stated thereon
or on the latest date stated on any counterpart.
PART 17
EXECUTIVE AND OTHER COMMITTEES
17.1. The Directors may by resolution appoint an Executive
Committee to consist of such member or members of their - body 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. The Executive
Committee may make rules for the conduct of its business and may appoint such
assistants as it may deem necessary. A majority of the members of said
Committee shall constitute a quorum thereof.
17.2. The Directors may from time to time by resolution
constitute, dissolve or reconstitute standing committees and other committees
consisting of such persons as the Board may determine. Every committee
constituted by the Board shall have the powers, authorities and discretions
delegated to it by the Board (which shall not include the power to fill
vacancies in the Board and the power to change the membership of or fill
vacancies in any committee constituted by the Board or the power to appoint or
remove officers appointed by the Board) and shall conform to the regulations
which may from time to time be imposed upon it by the Board.
17.3. The Executive Committee and any other committee may meet and
adjourn as it thinks proper. Questions arising at any meeting 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. A resolution approved in writing by all the members of the Executive
Committee or any other committee shall be as valid and effective as if it had
been passed at a meeting of such Committee duly called and constituted. Such
resolution may be in two or more counterparts which together shall be deemed to
constitute one resolution in writing. Such resolution shall be filed with the
minutes of the proceedings of the committee and shall be effective on the date
stated thereon or on the latest date stated in any counterpart.
<PAGE>
PART 18
OFFICERS
18.1. 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 Company Act.
18.2. One person may hold more than one of such offices except
that the offices of President and Secretary must be held by different persons
unless the Company has only one member. Any person appointed as the Chairman of
the Board, the President or the Managing Director shall be a Director. The
other officers need not be Directors. The remuneration of the officers of the
Company 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 Company a pension or gratuity. 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 Company Act.
18.3. Every officer of the Company 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 Company shall, in writing, disclose to the President the fact and
the nature, character and extent of the conflict.
PART 19
INDEMNITY AND PROTECTION OF
DIRECTORS, OFFICERS AND EMPLOYEES
19.1. Subject to the provisions of the Company Act, the Directors
shall cause the Company to indemnify a Director or former Director of the
Company and the Directors may cause the Company to indemnify a director or
former director of a corporation of which the Company 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 or them 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 or they are made a party by
reason of his being or having been a Director of the Company or a director of
such corporation, including any action brought by the Company or any such
corporation. The Company shall apply to the court for all approvals of the
court which may be required to make any indemnity referred to in this Part
effective and enforceable. Each Director of the Company on being elected or
appointed shall be deemed to have contracted with the Company on the terms of
the foregoing indemnity.
<PAGE>
19.2. Subject to the provisions of the Company Act, the Directors
may cause the Company to indemnify any officer, employee or agent of the Company
or of a corporation of which the Company 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 or them and resulting from his acting as an officer, employee or agent of
the Company or such corporation. In addition the Company shall indemnify the
Secretary or an Assistant Secretary of the Company (if he shall not be a full
time employee of the Company and 'notwithstanding that he is also a Director)
and his respective heirs and legal representatives against all costs, charges
and expenses whatsoever incurred by him or them and arising out of the functions
assigned to the Secretary by the Company Act or these Articles and each such
Secretary and Assistant Secretary shall on being appointed be deemed to have
contracted with the Company on the terms of the foregoing indemnity.
19.3. The failure of a Director or officer of the Company to
comply with the provisions of the Company Act or of the Memorandum or these
Articles shall not invalidate any indemnity to which he is entitled under this
Part.
19.4. The Directors may cause the Company 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 Company or as a director, officer, employee or
agent of any corporation of which the Company 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.
PART 20
DIVIDENDS AND RESERVE
20.1. 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 and/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 Company 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
Company or any other corporation or in any one or more such ways as may be
authorized by the Company 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 part thereof, and may determine that cash payments in substitution
for all or any part of the specific assets to which any members are entitled
shall be made to any members 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 the persons entitled to the dividend as may seem expedient to the
Directors.
20.2. Any dividend declared on shares of any class or series by
the Directors may be made payable on such date as is fixed by the Directors.
<PAGE>
20.3. Subject to the rights of members (if any) holding shares
with special rights as to dividends, all dividends on shares of any class or
series shall be declared and paid according to the number of such shares held.
20.4. 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 Company may be
properly applied, and pending such application may, at the like discretion,
either be employed in the business of the Company 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.
20.5. If several persons are registered as joint holders of any
share, any one of them may given an effective receipt for any dividend, bonuses
or other moneys payable in respect of the share.
20.6. No dividend shall bear interest against the company. Where
the dividend to which a member 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.
20.7. Any dividend, bonuses or other moneys payable in cash in
respect of shares may be paid by cheque or warrant sent through the post
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 cheque or warrant shall be made
payable to the order of the person to whom it is sent. The mailing of such
cheque 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 cheque or. warrant shall not be paid on presentation
or the amount of tax so deducted shall not be paid to the appropriate taming
authority.
20.8. Notwithstanding anything contained in these Articles, but
subject to the Securities Act, the Directors may from time to time capitalize
any undistributed surplus on hand of the Company and may from time to time issue
as fully paid and non-assessable any unissued shares, or any bonds, debentures
or debt obligations of the Company as a dividend representing such undistributed
surplus on hand or any part thereof.
PART 21
DOCUMENTS, RECORDS AND REPORTS
21.1. The Company shall keep at its records office or at such
other place as the Company Act may permit, the documents, copies registers,
minutes, and records which the Company is required by the Company Act to keep at
its records office or such other place, as the case may be.
<PAGE>
20.3. Subject to the rights of members (if any) holding shares
with special rights as to dividends, all dividends on shares of any class or
series shall be declared and paid according to the number of such shares held.
20.4. 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 Company may be
properly applied, and pending such application may, at the like discretion,
either be employed in the business of the Company 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.
20.5. If several persons are registered as joint holders of any
share, any one of them may given an effective receipt for any dividend, bonuses
or other moneys payable in respect of the share.
20.6. No dividend shall bear interest against the company. Where
the dividend to which a member 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.
20.7. Any dividend, bonuses or other moneys payable in cash in
respect of shares may be paid by cheque or warrant sent through the post
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 cheque or warrant shall be made
payable to the order of the person to whom it is sent. The mailing of such
cheque 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 cheque or. warrant shall not be paid on presentation
or the amount of tax so deducted shall not be paid to the appropriate taming
authority.
20.8. Notwithstanding anything contained in these Articles, but
subject to the Securities Act, the Directors may from time to time capitalize
any undistributed surplus on hand of the Company and may from time to time issue
as fully paid and non-assessable any unissued shares, or any bonds, debentures
or debt obligations of the Company as a dividend representing such undistributed
surplus on hand or any part thereof.
PART 21
DOCUMENTS, RECORDS AND REPORTS
21.1. The Company shall keep at its records office or at such
other place as the Company Act may permit, the documents, copies registers,
minutes, and records which the Company is required by the Company Act to keep at
its records office or such other place, as the case may be.
<PAGE>
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 Company and the Directors of the Company shall be entitled to
receive notices of any such meeting.
PART 23
RECORD DATES
23.1. The Directors may fix in advance a date, which shall not be
more than the maximum number of days permitted by the Company Act preceding the
date of any meeting of members 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 members as the record date for the determination of the
members 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 Articles, only members of record on the date so
fixed shall be deemed to be members for the purposes aforesaid.
23.2. Where no record date is so fixed for the determination of
members as provided in the preceding Article the date on which the notice is
mailed or on which the resolution declaring the dividend is adopted, as the case
may be, shall be the record date for such determination.
PART 24
SEAL
24.1. The Directors may provide a seal for the Company and, if
they do so, shall provide for the safe custody of the seal which shall not be
affixed to any instrument except in the presence of the following persons,
namely,
(i) any two Directors, or
(ii) one of the Chairman of the Board, the President, the Managing Director,
a Director and a. Vice-President together with one of the Secretary, the
Treasurer, the Secretary-Treasurer, an Assistant. Secretary, an Assistant
Treasurer and an Assistant Secretary-Treasurer, or
(iii) if the Company shall have only one member, the President or the
Secretary, or
(iv) subject to Article 8.4., such person or persons as the Directors may
from time to time by resolution appoint
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.
<PAGE>
24.2. To enable the seal of the Company to be affixed to any
bonds, debentures, share certificates, or other securities of the Company,
whether in definitive or interim form, on which facsimiles of any of the
signatures of the Directors or officers of the Company are, in accordance with
the Company Act and/or these Articles, printed or otherwise mechanically
reproduced there may be delivered to the firm or company employed to
engravelithograph or print such definitive or interim bonds, debentures, share
certificates or other securities one or more unmounted dies reproducing the
Company'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 company to cause
the Company'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 Company's
seal has been so affixed shall for all purposes be deemed to be under and to
bear -the Company's seal lawfully affixed thereto.
24.3. The Company may have for use in any- other province, state,
territory or country an official seal and all of the powers conferred by the
Company Act with respect thereto may be exercised by the Directors or by a duly
authorized agent of the Company.
