CORPORATE ACCESS NUMBER: 207680034
ALBERTA
BUSINESS CORPORATIONS ACT
CERTIFICATE
OF
INCORPORATION
PRO GLASS TECHNOLOGIES INC.
WAS INCORPORATED IN ALBERTA ON 1997/12/15
SCHEDULE "B" TO ARTICLES OF INCORPORATION
OF
PRO*GLASS TECHNOLOGIES INC.
1. The number of shareholders of the Corporation is limited to no more
than 50 persons, exclusive of persons who are in its employment or perso '
ns who, having been formerly in the employment of the Corporation, have
continued to be shareholders; two or more persons who are the joint
registered owners of one or more shares being counted as one shareholder.
2. Any invitation to the public to subscribe for securities of the
Corporation is prohibited,
3. The directors may, between annual general meetings, appoint one or
more additional directorsbf the Corporation to serve until the n . ext
annual general meeting, but the number of additional directors shall not at
any time exceed one-third of the number of directors who held office at the
expiration of the last annual meeting of the Corporation.
4. The Corporation shall have a hen on the shares registered in the
name of the shareholder or his legal representative for a debt of that
shareholder to the Corporation.prepaid, addressed to the holder at his
address as it appears on the records of -the Corporation or in the event of
the address of any such holder not so appearing, then to the last known
address of such holder; provided, however, that accidental failure to give
any such notice to one or more of such holders shall not affect the
validity of such redemption price and the date on which redemption or
purchase is to take place and if part only of the shares held by the person
to whom it is addressed is to be redeemed or purchased, tile number thereof
so to be redeemed or purchased. On or after the date so specified for
redemption or purchase the Corporation shall pay or cause to be paid to or
to the order of the holders of the preferred shares to be redeemed or
purchased, the redemption price thereof on presentation or surrender, at
the registered office of the Corporation in Alberta or any other place
designated in such notice, of the certificates representing the preferred
shares called for redemption or purchase. If a part of the shares
represented by any certificate be redeemed or purchased, a new certificate
for the balance shall be issued at the expense of the Corporation. From and
after the date specified for redemption or purchase in -any such notice the
preferred shares called for redemption shall cease to be entitled to
dividends and the holder thereof shall not be entitled to dividends and the
holders thereof shall not be entitled to exercise any of the rights of
shareholders in respect thereof unless payment of the redemption or
purchase price shall not be made upon presentation of certificates in
accordance with the foregoing provisions, in which case the rights of the
holders shall remain unaffected. The Corporation shall have the right, at
any time after the mailing of notice of its intention to redeem or purchase
any preferred shares, to deposit the redemption or purchase price of the
shares so called for redemption or purchase or of such of the said shares
represented by certificates as have not at the date of such deposit been
surrendered by the holders thereof in connection with such redemption or
purchase to a special account in any chartered bank or any trust company in
Canada, named in such notice, to be paid without interest to or to the
order of the respectable holders of such preferred shares called for
redemption or purchase upon presentation and surrender to such bank or
trust company of the certificates representing same, and upon such deposit
being made or upon the date specified for redemption or purchase in such
notice, whichever is the later, the preferred shares in respect whereof
such deposit shall have been made shall be redeemed or purchased and the
rights of the holders thereof after such deposit or such redemption or
purchase date, as the case may be, shall be limited to receiving, without
interest, their proportionate part of the total redemption or purchase
price so deposited against presentation and surrender of the said
certificates held by them respectively.
6. The holders of the preferred shares shall not be entitled as 'Such
to receive notice of or to attend any meeting of the shareholders of the
corporation and shall not be entitled to vote at any such meeting.
7. The common shares shall rank junior to the preferred shares and
shall be subject in all respects to the preferences, rights, conditions,
restrictions, limitations and proWbitations attaching to the preferred
shares cumulative cash dividends at the rate of 10% per annum on the amount
paid up thereon. Such dividends shall accrue from the respective dates of
allotment of the preferred shares. The board of directors shall be entitled
from time to tirne to declare part of the said preferential non-cumulative
cash dividend for any fiscal year notwithstanding that such dividend for
such fiscal year shall not be declared in full. If within 3 months after
tile expiration of any fiscal year of the Corporation the board of
directors in its description shall not declare the said dividend or any
part thereof on the preferred shares for such fiscal year, then the rights
of the holders of the preferred shares to such dividends or to any
undeclared part thereof for such fiscal year shall be forever extinguished.
The holders of the preferred shares shall not be entitled to any dividends
other than or in excess of the preferential non-cumulative cash dividends
hereiribefore provided for.
2. Except with the consent in writing of the holders of all the
preferred shares outstanding, no dividend shall at any time be declared and
paid on or set apart for payment on the common shares or any other shares
of the Corporation ranking junior to the preferred shares in any fiscal
year unless and until the preferential non-cuniulative cash dividend on all
the preferred shares which are issued and outstanding at that time has been
declared and paid for that fiscal year or set apart for that fiscal year
for payment.
3. In the event of the liquidation, dissolution or winding up of the
Corporation or other distribution of assets or property of the Corporation
among its shareholders for the purpose of winding up its affairs, the
holders of the preferred shares shall be entitled to receive from the
assets and property of the Corporation, a sum equivalent to the aggregate
of the amounts paid up on the preferred shares held by them respectively
together with all declared and unpaid preferential non-cumulative cash
dividends thereon (if any) before any amount shall be paid or any property
or assets of Ahe Corporation distributed to the holders of the common
shares or shares of any other class ranking junior to the preferred shares.
After payment to the holders of the preferred shares of the amount so
payable to them as above provided they shall not be entitled to share in
any further distribution of (lie assets or property of the Corporation.
4. The Corporation may, upon giving notice as hereinafter provided,
redeem or purchase at any time the whole or from time to time any part of
the then outstanding preferred shares on payment for each share to be
redeemed or purchased of the amount paid up thereon together with all
declared and unpaid preferential non-cumulative cash dividends thereon (if
any). In case a part only of the then outstanding preferred shares is at
any time to be redeemed or purchased, the preferred shares so to be
redeemed or purchased shall be selected from the outstanding preferred
shares held by each holder as nearly as may be (disregarding fractions) in
proportion to his total holding of such shares.
5. In the case of redemption or purchase of preferred shares, the
Corporation shall at least 7 days before the date specilied for redemption
mail or deliver to each person who at the date of mailing or delivery is a
holder of preferred shares to the redeemed or purchased, a notice in
writing of the intention of the Corporation to redeem or purchase such
preferred shares. In case of mailing, such notice shall be mailed by
letter, postage
SCHEDULE "A" TO THE ARTICLES OF INCORPORATION
OF
PRO GLASS TECHNOLOGIES INC.
The Corporation is authorized to issue an unlimited number of shares
designated as class "A" common shares and an unlimited number of shares
designated as class "B" common shares.
The rights, privileges, restrictions and conditions attaching to the
class "A" common shares are as follows:
1. To vote at any meeting of shareholders of the Corporation;
2. To receive any dividend declared by the Corporation;
3. To receive the remaining property of the Corporation on dissolution.
The class "B" common shares shall not, subject to the provisions of
The Business Corporations Act (Alberta) be entitled to receive notice of or
to attend any meetings of shareholders of the Corporation or to vote at any
such meetings. In all other respects the class "B" common shares shall rank
pari passu with the class "A" common shares.
The foregoing rights, privileges, restrictions and conditions
attaching to the class "A" common shares are subject to the rights,
privileges, restrictions and conditions attaching to any other class of
shares now or hereafter created and expressed to rank in priority to the
class "A" common shares.
The foregoing rights, privileges, restrictions and conditions
attaching to the class "B" common shares are subject to the rights,
privileges, restrictions and conditions attaching to any other class of
shares now or hereafter created and expressed to rank in priority to the
class "B" common shares.
The Corporation is also authorized to issue an unlimited number of
non-cumulative redeemable shares, designated as class "C" preferred shares;
the rights, privileges, restrictions and conditions attaching thereto are
as follows:
I Subject to the exception contained in clause 2 below the holders of
the preferred shares, in priority to the common shares and any other shares
ranking junior to the preferred shares, shall be entitled to receive and
the Corporation shall pay thereon, as and when declared by the board of
directors of the Corporation out of the monies of the Corporation properly
applicable to the payment of dividends, fixed preferential non-
1. NAME OF CORPORATION:
PRO GLASS TECHNOLOGIES, INC.
2 THE CLASSES, AND ANY MAXIMUM NUMBER OF SHARES THAT THE CORPORATION IS
AUTHORIZED TO ISSUE:
SEE ATTACHED SCEDULE "A"
3. RESTRICTIONS ON SHARE TRANSFERS (IF ANY):
NO SHARES OF THE CAPITAL OF THE CORPORATION SHALL BE TRANSFEREDM WITHOUT
THE SANCTION OF A MAJORITY OF A MAJPRITY OF THE DIRECTORS OF THE CORPORATION
4. NUMBER, OR MINIMUM AND MAXIMUM NUMBER, OF DIRECTORS THAT THE
CORPORATION MAY HAVE:
ONE (1) MINTMUM, FMEEN (15) MAXIMM
5. IF THE CORPORATION IS RESTRICTED FROM CARRYING ON A CERTAIN BUSINESS, OR
RESTRICTED TO CARRYING ON A CERTAIN BUSINESS. SPECIFY THE RESTRICTION(S):
N/A
6. OTHER RULES OR PROVISIONS (IF ANY):
SEE ATTACHED SCHEDULED "B"
7. DATE:
97 10 20
YEAR MONTH DAY
INCORPORATORS NAMES: ADDRESS (INCLUDING POSTAL CODE) SIGNATURE
Michael C. Dunkley 11, 1915 32nd Avenue N.E. /S/ Michael Dunkley
Calgary, Alberta T2E 7C8
General By-Law
TABLE OF CONTENTS
Interpretation
Borrowing, Banking and Securities
Execution of Instruments
Directors
Meeting of Directors.
Protection of Directors, Officers and Others
Officers
Shareholders' Meetings
Shares
Transfer of Securities
Dividends and Rights
Information Available to Shareholders
Notices
Miscellaneous
General By-Law
BY-LAW NO. I
A by-law relating generally to the conduct of the affairs of
PRO GLASS TECHNOLGOIES, INC.
BE IT ENACTED AND IT IS HEREBY ENACTED as a by-law of
PRO GLASS TECHNOLOGIES, INC.
(hereinafter called the "Corporation") as follows:
DIVISION ONE
INTERPRETATION
1.01 In this by-law and all other by-laws of the Corporation,
unless the context otherwise specifies or requires:
(a) ACT means the Business Corporations Act of Alberta, as from
time to time amended and every statute that may be substituted
therefor and, in the case of each substitution, any references in the
by-laws of the Corporation to the provisions of the Act shall be read
as references to the substituted provisions therefor in the new
statute or statutes;
(b) "Appoint" includes "elect" and vice versa;
(c) "Articles" means the Articles of Incorporation or the
Articles of Continuance of the Corporation, as the case may be, as
from time to time amended, supplemented or restated; (
d) "Board" means the board of directors of the Corporation;
(e) "By-laws" means this by-law and all other by-laws of the
Corporation from time to time in force and effect;
(f) "Meeting of Shareholders" includes an annual or other general
meeting of shareholders and a special meeting of shareholders;
"special meeting of shareholders" includes a meeting of any class or
classes of shareholders;
(g) "Regulations" means the Regulations under the Act as
published or from time to time amended and every regulation that may
be substituted therefor and, in the case of such substitution, any
references in the by-laws of the Corporation to provisions of the
Regulations shall be read as references to the substituted provisions
therefor in the new regulations;
(h) "Resident Albertan" means an individual who is ordinarily
resident in Alberta or, if not ordinarily resident of Alberta, is a
member of a class of persons prescribed by Regulations and, in any
case:
(i) is a Canadian citizen, or
(ii) has been lawfully admitted to Canada for permanent residence;
(i) "Signing Officer" means, in relation to any instrument, any
person authorized to sign the same on behalf of the corporation by
virtue of Section 3.01 of this by-law or by a resolution passed
pursuant thereto.
Save as aforesaid, all terms which are con(ained in the by-laws
of the Corporation and which are defined in the Act or Regulations
shall have the meanings given to such terms in the Act or Regulations.
Words importing the singular number include the plural and vice versa;
the masculine shall include the feminine; and the word "person" shall
include an individual, partnership, association, body corporate,
corporation, company, syndicate, trustee, executor, administrator,
legal representative, and any number or aggregate of persons.
DIVISION TWO
BORROWING, BANKING AND SECURITIES
2.01 Borrowing Power: Without limiting the borrowing powers of
the Corporation as set forth in the Act, the board may from time to
time oil behalf of the Corporation, without authorization is it of the
shareholders:
(a) borrow money upon the credit of the Corporation;
(b) issue, re-issue, sell or pledge bonds, debentures, note or
other evidences of indebtedness or guarantee of the
Corporation, whether secured or unsecured;
(c) to the extent permitted by the Act, give a guarantee on
behalf of the Corporation to secure performance of any
present or future indebtedness, liability or obligation of
any person; and
(d) mortgage, hypothecate, pledge or otherwise create a security
interest in all or any currently owned or subsequently
acquired real or personal, moveable or immoveable, property
of the Corporation including book debts, rights, powers,
franchises and under takings, to secure any such bonds,
debentures, note or other evidences of indebtedness or
guarantee or any other present or future indebtedness,
liability or obligation of the Corporation.
Nothing in this section limits or restricts the borrowing of
money by tile Corporation oil bills of exchange or promissory notes
made, drawn, accepted or endorsed by or oil behalf of' tile
Corporation.
2.02 Delegation: The board may from time to time delegate to a
committee of the board, a director or an officer of the Corporation or
any other person as may be designated by the board it all or any of
the powers conferred on the board by the preceding section of this
by-law or by the Act to such extent and in such manner as the board
may determine at the time of such delegation.
2.03 Banking Arrangements: The banking business of the
Corporation including, without limitation, the borrowing of money and
the giving of security therefor, shall be transacted with such banks,
trust companies or other bodies corporate or organizations as may from
time to time be designated by or under the authority of' the board.
Such banking business or any part thereor shall be transacted under
such agreements, instructions and delegations of powers as the board
may from time to time prescribe.
DIVISION THREE
is
EXECUTION OF INSTRUMENTS
certificates and other instruments may be signed on behalf of the
Corporation by such officer or officers or person or persons, whether
or not officers of the Corporation and in such manner as the board of
directors may from time to time designate by resolution, in addition,
the board or the said-person or persons may from time to time direct
the manner in which and the person or persons by whom any particular
instrument or class of instruments may or shall be signed. All
documents so signed shall be binding upon the Corporation without
further authorization or formality.
3.02 Cheques, Drafts and Notes: All cheques, drafts or orders for
the payment of' money and all notes and acceptances and bills of
exchange shall be signed by such officer or officers or person or
persons, whether or not officers of the Corporation, and in such
manner as the board of directors may from time to time designate by
resolution.
DIVISION FOUR
DIREICTORS
4.01 Number: The board of directors shall consist of the number
fixed by tile articles.
4.02 Election and Term: The election of directors shall take
place at each annual meeting of shareholders and all the directors
then in office, unless elected for a longer period of time, shall
retire but, if qualified, shall be eligible for re-election. The
number of directors to be elected at any such meeting shall be the
number of directors then in office, or the number of directors whose
terms of office expire at the meeting, as the case may be, except that
if cumulative voting is not required by the articles and the articles
otherwise permit, the shareholders may resolve to elect some other
number of directors. Where the shareholders adopt an amendment to the
articles to increase the number or minimum number of directors, the
shareholders may, at the meeting at which they adopt the amendment,
elect the additional number of directors authorized by the amendment.
If an election of directors is not held at the proper time, the
incumbent directors shall continue in office until their successors
are elected. If the articles provide for cumulative voting each
director elected by shareholders (but not directors elected or
appointed by creditors or employees) ceases to hold office at the
annual meeting and every shareholder entitled to vote at an election
of directors has the right to cast votes for the directors to be
elected equal to the number of votes attached to the shares held by
him multiplied by the number of directors he is entitled to vote for,
and he may cast all such votes in favour of one candidate or
distribute them among tile candidates in such manner as he sees fit.
If he has voted for more than one candidate without specifying the
distribution among such candidates he shall be deemed to have divided
his votes equally among the candidates for whom he voted.
4.03 Removal of Directors: Subject to the Act, the shareholders
may by ordinary resolution passed at a meeting specially called for
such purpose remove any director from office, except a director
elected by employees or creditors pursuant to the articles or a
unanimous shareholder agreement, and the vacancy created by such
removal may be filled at the same meeting, failing which it may be
filled by the board. Provided, however, that if tile articles provide
for cumulative voting no director shall be removed pursuant to this
section where the votes cast against the resolution for his removal
would, if cumulatively voted at an election of the full board, be
sufficient to elect one or more directors.
4.04 Qualification: No person shall be qualified for election as
a director if he is less than Eighteen (18) years of age; if lie is of
unsound mind and has been so found by a Court in Canada or elsewhere;
if he is not an individual; or if lie has the status of a bankrupt. A
director need not be a shareholder.
4.05 Consent: No election or appointment of a person as director
shall be effective unless:
(a) he is present at the meeting when he was elected or appointed
and did not refuse to act as director; or
(b) he consents in writing to act as a director before his
election or appointment or within ten (10) days thereafter; or
(c) he acts as a director pursuant to the election or
appointment.
4.06 Vacation of Office: A director ceases to hold office when he
dies; when he is removed from office by the shareholders or by
creditors or employees who elected him, as the case may be; when he
ceases to be qualified for election as a director; or when his written
resignation is sent or delivered to the Corporation, or, if a time is
specified in such resignation, at the time so specified, whichever is
later.
4.07 Committee of Directors: The directors may appoint from among
their number one or more committees of directors, however designated,
and subject to the Act may delegate to any such committee any of tile
powers of the directors. At least half of the members of any such
committee shall be resident Albertans.
4.08 Remuneration and Expenses: The directors shall be paid such
remuneration for their services as the board may from time to time
determine. The directors shall also be entitled to be reimbursed for
travelling and other expenses properly incurred by them in attending
meetings of the board or any committee thereof or in performance of
their duties as directors. Nothing herein contained shall preclude any
director from serving the Corporation in any other capacity and
receiving remuneration therefor.
4.09 Casual Vacancies and Additional Directors: The directors
shall have power from time to time and at any time, to appoint any
other person as a director, either to fill a casual vacancy or as an
addition to the board, but so that the total number of directors shall
not at any time exceed the maximum number fixed by these presents or
by a general meeting.
4.10 Substitute Directors: A director being absent either
temporarily or permanently from the Province of Alberta may appoint
and authorize for a period not exceeding one (1) year from the date of
such appointment, any person to attend and vote as fully and
effectively as if such director were personally present at any meeting
of the directors of the company, and to accept any such notice of such
meeting. A person so appointed shall be known as and referred to as a
"substitute director". For the purpose of computing a quorum of the
board for any meeting a substitute director attending thereat shall be
deemed to be a director. The appointment of a substitute director
shall be executed by the director making the appointment. Such
appointment may be revoked at any time upon notice to the company. All
the foregoing shall, however, be subject to the consent of the other
directors of the company or a majority thereof.
DIVISION FIVE
MEETING OF DIRECTORS
5.01 Place of Meeting: Meetings of the board of directors and of
committees of directors (if any) may be held within or outside
Alberta.
5.02 Notice of Meeting: Notice of the time and place of each
meeting of the board shall be given in the manner provided in Section
13.01 to each director not less than forty-eight (48) hours before the
time when the meeting is to be held. A notice of a meeting of
directors need not specify the purpose of or the business to be
transacted at the meeting except where the Act requires such purpose
or business to be specified, including any proposal to:
(a) submit to the shareholders any question or matter requiring approva
of the shareholders;
(b) fill a vacancy among the directors or in the office of the auditor;
(c) issue securities;
(d) declare dividends;
(e) purchase, redeem or otherwise acquire shares issued by the
Corporation;
(f) pay a commission for the sale of shares;
(g) approve a management proxy circular;
(h) approve a take-over bid circular or director's circular; (i)
approve any annual financial statements; or
0) adopt, amend or repeal by-laws.
Provided, however, that a director may in any manner waive notice
of a meeting and attendance of a director at a meeting of directors
shall constitute a waiver of notice of the meeting except where a
director attends a meeting for the express purpose of objecting to the
transaction of any business on the grounds that the meeting is not
lawfully called.
For the first meeting of the board of directors to be held
immediately following an election of directors, or for a meeting of
the board of directors at which a director is to be appointed to fill
a vacancy in the board, no notice of such meeting shall be necessary
to the newly elected or appointed director or directors in order to
legally constitute the meeting, provided that a quorum of the
directors is present.
5.03 Adjourned Meeting: Notice of an adjourned meeting of the
board is not required if a quorum was present at the original meeting
and if the time and place of the adjourned meeting is announced at the
original meeting. Where a meeting is adjourned because a quorum is not
present, notice of the time and place of the adjourned meeting shall
be given, and the adjourned meeting may proceed with business even
though a quorum is not present.
5.04 Regular Meetings: The board may appoint a day or days in any
month or months for regular ;s meetings of the board at a place and
hour to be named. A copy of any resolution of the board fixing the
place and time of such regular meetings shall be sent to each director
forthwith after being passed, and forthwith to each director
subsequently elected or appointed, but no other notice shall be
required for any such regular meeting except where the Act or this
by-law requires the purpose thereof or the business to be transacted
thereat to be specified.
5.05 Chairman: The chairman of any meeting of the board shall be
the first mentioned of such of the following officers as have been
appointed and who is a director and is present at the meeting:
chairman of the board, managing director or president. If no such
officer is present, the directors
present shall choose one of their number to be chairman.
5.06 Quorum: Subject to the following section, the quorum for the
transaction of business at any meeting of the board shall consist of a
majority of the directors holding office or such greater number of
directors as the board may from time to time determine.
5.07 Half Albertan Represen(afion at Meetings: The board
shall not transact business at a meeting, other than filling a
vacancy in the Board, unless at least half of the directors
present are resident Albertans, except where:
(a) a resident Albertan director who is unable to be
present approves in writing or by telephone or other
telecommunication facilities the business transacted at the
meeting; and
(b) at least half of the members present would have been
resident Albertans had that director been present at the
meeting.
5.08 Voting: Questions arising at any meeting of the board
of directors shall be decided by a majority of votes. In case of
ail equality of votes the chairman of the meeting, in addition to
his original vote, shall have a second or casting vote.
5.09 Meeting by Telephone: If all tile directors of the
Corporation consent, a director ina y participate in a meeting of
(lie board or a committee of tile board by nicans of' such
telephone or other communication facilities as permit all persons
participating in the meeting to hear each other, and a director
participating in such a meeting by such means is deemed to be
present at the meeting. Any such consent shall be effective
whether given before, during or after the meeting to which it
relates and may be given with respect to all meetings of the
board and of committees of the board.
5.10 Resolution in Lieu of Meeting: Notwithstanding any of
the foregoing provisions of this by law, a resolution in writing
signed by all the directors entitled to vote on that resolution
at a meeting of the directors or a committee of directors, if
any, is as valid as if it had been passed at a meeting of the
directors or the committee of directors, if any.
DIVISION SIX
PROTECTION OF DIRECTORS, OFFICERS, AND OTHERS
6.01 Conflict of Interest: A director or officer shall not
be disqualified by his office, or be required to vacate his
office, by reason only that lie is a party to, or is a director
or officer or has a material interest in any person who is a
party to, a material contract or proposed inaterial contract with
the Corporation or subsidiary thereof. Such a director or officer
shall, however, disclose the nature and extent of his interest in
the contract at the time and in the manner provided by the Act.
Any such contract or proposed contract shall be referred to the
board or shareholders for approval even if such contract is one
that in the ordinary course of the Corporation's business it
would not require approval by tile board or shareholders. Subject
to the provisions of the Act, a director shal! not by reason only
of his office be accountable to the Corporation or to its
shareholders for any profit or gain realized from such a contract
or transaction, and such contract or transaction shall not be
void or voidable by reason only of tile director's interest
therein, provided that the required declaration and disclosure of
intcrcst is properly inade, tile contract or transaction is
approved by the directors or shareholders, and it is fair and
reasonable to tileCorporation at the time it was approved and, if
required by tile Act, the director refrains from voting as a
director on the contract or transaction and absents himself from
the director's meeting at which the contract is authorized or
approved by the directors, except attendance for the purpose of
being counted in the quorum.
6.02 Limitation of Liability: Every director and officer of
the Corporation in exercising his powers and discharging his
duties shall act honestly and in good faith with a view to the
best interests of the Corporation and exercise the care,
diligence and skill that a reasonable and prudent person would
exercise in comparable circumstances. Subject to the foregoing,
no director or officer for the time being of the Corporation
shall be liable for the acts, receipts, neglects or defaults of
any other director or officer or employee or for joining in any
receipt or act for conformity, or for any loss, damage, or
expense happening to the Corporation through the insufficiency or
deficiency of title to any property acquired by the Corporation
or for or on behalf of the Corporation or for the insufficiency
or deficiency of any security in or upon which any of the monies
of or belonging to the Corporation shall be placed out or
invested or for any loss, conversion, misapplication or
misappropriation of or any damage resulting from any dealings
with any monies, securities or other assets belonging to the
Corporation or for any other loss, damage or misfortune whatever
which may happen in the execution of the duties of his respective
office or trust or in relation thereto; provided that nothing
herein shall relieve any director or officer from the duty to act
in accordance with the Act and the regulations thereunder or from
liability for any breach thereof. The directors for the time
being of the Corporation shall not be under any duty or
responsibility in respect of any contract, act or transaction
whether or not made, done or entered into the name or on behalf
of the Corporation, except such as shall have been submitted to
and authorized or approved by the board of' directors.
6.03 Indemnity: Subject to the Act, the Corporation shall
indemnify a director or officer, a former director or officer, or
a person who acts or acted at the Corporation's request as a
director or officer of a body corporate of which the Corporation
is or was a shareholder or creditor, and his heirs, executors,
administrators and other legal representatives, from and against,
(a) any liability and all costs, charges and expenses that he
sustains or incurs in respect of any action, suit or proceeding
that is proposed or commenced against him for or in respect of
anything done or permitted by him in respect of the execution of
the duties of his office; and (b) all other costs, charges and
expenses that lie sustains or incurs in respect of the affairs of
the Corporation, except where such liability relates to his
failure to act honestly and in good faith with a view to the best
interests of the Corporation.
The Corporation shall also indemnify such persons in such
other circumstances as the Act permits or requires. Nothing in
this Section shall limit the right of any person entitled to
indemnity claim indemnity apart from the provisions of this
Section.
6.04 Insurance: Subject to the Act, the Corporation may
purchase and maintain insurance for the benefit of any person
referred to in the preceding section against any liability
incurred by him in his capacity as a director or officer of the
Corporation or of any.body corporate where he acts or acted in
that capacity at the Corporation's request.
DIVISION SEVEN
OFFICERS
7.01 Election or Appointment: The board from time to time
shall elect or appoint a president and a secretary, and may elect
or appoint one or more vice-presidents (to which title may be
added words indicatting seniority or function), a general
manager, a treasurer and such other officers as the board may
determine, including one or more assistants to any of the
officers so elected or appointed. The board from time to time may
also elect or appoint a chairman of tile board, who must be a
director, but otherwise the officers of the Corporation need not
be directors of the Corporation. Two or more offices may be held
by the same person.
7.02 Chairman of the Board: The chairman of the board shall,
when present, preside at all meetings of the board of directors,
committees of directors and, in the absence of the president, at
all meetings of shareholders. In addition the board may assign to
him any of the powers and duties that may by the provisions of
this by-law be assigned to the managing director or to the
president; and he shall have such other powers and duties as the
board may specify.
7.03 Managing Director: The Managing Director, if any, shall
exercise such powers and have such authority as may be delegated
to him by the board of directors in accordance with the
provisions of the Act and, in particular, the board may delegate
to him such of the powers and duties as may be assigned by this
by-law to a general manager or manager.
7.04 President: The president shall be the chief executive
officer of the Corporation and, subject to the authority of the
board and the managing director, if any, shall have s uch other
powers and duties as the board may specify. During the absence or
disability of the managilig director, or if no managing director
has been appointed, the president shall also have the powers and
duties of that office; provided, however, that unless he is a
director he shall not preside as chairman at any meeting of
directors or of a committee of directors.
7.05 Vice-President: During the absence or disability of the
president, his duties shall be performed and his powers exercised
by the vice-president or, if there are more than one, by the is
vice-president designated from time to time by the board or the
president; provided, however, that a vice-president who is not a
director shall not preside as chairman at any meeting of
directors or of a committee of directors. A vice-president shall
have such other powers and duties as the board or the president
may prescribe.
7.06 Secretary: The secretary shall attend and be the
secretary of all meetings of the board, shareholders and
committees of the board and shall enter or cause to be entered in
records kept for that purpose minutes of all proceedings thereat;
he shall give or cause to be given, as and when instructed, all
notices to shareholders, directors, officers, auditors and member
of committees of the board; lie shall be the custodian of the
stanip or mechanical device generally used for affixing the
corporate scal of the Corporation and of all books, papers,
records, documents and instruments belonging to the Corporation,
except when some other officer or agent has been appointed for
that purpose; and he shall have such other powers and duties as
the board of the chief executive officer may specify.
7.07 Treasurer: The treasurer shall keep proper accounting
records in compliance with the Act and shall be responsible for
the deposit of money, the safekeeping of securities and the
disbursements of the funds of the Corporation; lie shall render
to the board whenever required an account of all his transactions
and lie shall have such other powers and duties as the board of
the chief executive officer may specify.
7.08 General Manager or Manager: If elected or appointed,
the general manager shall have, subject to the authority of the
board, the manager director, if any, and the president, full
power to and direct the business and affairs of the Corporation
(except such matters and duties as manage by law-must be
transacted or performed by the board of directors and/or by the
shareholders) and to employ and discharge agents and employees of
the Corporation or may delegate to him or them any lesser
authority. A general manager or manager shall conform to all
lawful orders given to him by the board of directors of the
Corporation and shall at all reasonable times give to the rding
the affairs of the Corporation. directors or any of them all
information they may require rega Any agent or employee appointed
by a general manager or manager shall be subject to discharge by
the board of directors.
7.09 Powers and Duties of Other Officers: The powers and
duties of all other officers shall be such as the terms of their
engagement call for or as the board, the managing director, or
the if president may specify. Any of the powers and duties of an
officer to whom an assistant has been appointed may be exercised
and performed by such assistant, unless the board otherwise
directs.
7.10 Variation of Powers and Duties: The board may from time
to time and subject to the provisions of the Act, vary, add to or
limit the powers and duties of any officer.
7.11 Vacancies: If the office of any officer of the
Corporation shall be or become vacant by reason of death,
resignation, disqualification or otherwise, the directors by
resolution shall, in the case of the president or the secretary,
and may, in the case of any other office, appoint a person to
fill such vacancy.
7.12 Remuneration and Removal: The remuneration of all
officers appointed by the board of directors shall be determined
from time to time by resolution of the board of directors. The
fact that any officer or employee is a director or shareholder of
the Corporation shall not disqualify him from receiving such
remuneration as may be determined. All officers, in the absence
of agreement to the contrary, shall be subject to removal by
resolution of the board of directors at any time, with or without
cause.
7.13 Agents and Attorneys: The Corporation, by or under the
authority of the board, shall have power from time to time to
appoint agents or attorneys for the Corporation in or outside
Canada with such powers (including the power to sub-delegate) of
management, administration or otherwise as may be thought fit.
DIVISION EIGHT
SHAREHOLDERS' MEETINGS
8.01 Annual Meetings: The annual meeting of shareholders
shall be held at such time and on such day in each year as the
board, may from time to time determine, for the purpose of
considering the financial matcnicnts and rcl)oi-(s required by
the Act to bc placed before the annual meeting, electing
directors, appointing an auditor if required by the Act or tile
articles, and for the transaction of such other business as may
properly be brought before the meeting. Notwithstanding the
foregoing an annual meeting shall be held not later than eighteen
(18) months after the date of the Corporation's incorporation and
subsequently not later than fifteen (15) months after the last
preceding annual meeting, unless otherwise ordered by the Court.
8.02 Special Meetings: The board, the chairman of the board,
the managing director or the president shall have the power to
call a special meeting of shareholders at any time and shall call
such a meeting as soon as may be done, when requested to do so by
a shareholder or shareholders holding at least five (5%) per cent
of the shares carrying the right to vote at the meeting sought to
be held. Such special meeting shall be called and held for the
purposes stated in such requisition.
8.03 Place of Meetings: Meetings of shareholders shall be
held at any place within Alberta as the directors may by
resolution determine or, if all the shareholders entitled to vote
at the meeting so agree, outside Alberta.
8.04 Record Date for Notice: The board may fix in advance a
date, preceding the date of any meeting of shareholders by not
more than fifty (50) days and not less than twenty-one (21) days,
as a record date for the determination of shareholders entitled
to notice of the meeting. If no record date is fixed, tile record
date for the determination of the shareholders entitled to
receive notice of the meeting shall be the close of business on
the date immediately preceding the day on which the notice is
given or, if no notice is given, the day on which the meeting is
held.
8.05 Notice: A printed, written or typewritten notice
stating the day, hour and place of each meeting of shareholders
shall be given in the manner provided in Section 13.01 not less
than twenty-one (21) nor more than fifty (50) days before the
date of the meeting to each director, to the auditor, and to each
shareholder who at the close of' business on the record date for
notice is entered in the securities register as the holder of one
or more shares carrying the right to vote at the meeting. Notice
of a meeting of shareholders called for any purpose other than
consideration of the financial statements and auditor's report,
election of directors and reappointment of the incumbent auditor
shall state the nature of such business in sufficient detail to
permit the shareholders to form a reasoned judgement thereon and
shall state the text of any special resolution to be submitted to
the meeting.
8.06 Right to Vote: At any meeting of shareholders, every
person shall be entitled to vote who, on the record date, or if
no record date is set, at the close of business on the date
preceding the date notice is sent, or if no notice is sent, on
the date of the meeting, is entered in the securities register as
the holder of one or more shares carrying the right to vote at
such meeting except:
(a) that where such person transfers his shares after the
record date is set, or if no record date is set, after the close
of business on the date preceding the date notice of the meeting
is sent to shareholders; and
(b) the transferee, at least ten (10) days prior to the
meeting, produces properly endorsed share certificates to the
secretary or transfer agent of the Corporation or otherwise
establishes his ownership of the share in which case the
transferee may vote those shares. If notice is not sent, the
transferee may establish his ownership to the shares in the
manner aforesaid at any time prior to the holding of the meeting.
8.07 Waiver of Notice: A shareholder and any other person
entitled to attend a meeting of shareholders may in any manner
waive notice of a meeting of shareholders and attendance of any
such person at a meeting of shareholders shall constitute a
waiver of notice of the meeting except where such person attends
a meeting for the express purpose of objecting to the transaction
of any business on the grounds that the meeting is not lawfully
called.
8.08 Chairman, Secretary and Scrutineers: The president or,
in his absence, the chairman of the board, if such an officer has
been elected or appointed and is present, otherwise a
vice-president who is a shareholder of the Corporation shall be
chairman of any meeting of shareholders. If no such officer is
present within fifteen (15) minutes from the time fixed for
holding the meeting, the persons present and entitled to vote
shall choose one of their number to be chairman. If the secretary
of tile Corporation is absent, the chairman shall appoint some
person, who need not be a shareholder, to act as secretary of the
meeting. If desired, one or more scrutineers, who need not be
shareholders, may be appointed by a resolution or by the chairman
with the consent of the meeting.
8.09 Persons Entitled To Be Present: The only persons
entitled to be present at a meeting of shareholders shall be
those entitled to vote thereat, the directors and auditors of the
Corporation and others who, although not entitled to vote, are
entitled or required under the provision of the Act or the
articles or by-laws to be present at the meeting. Any other
person may be admitted only on the invitation of the chairman of
the meeting or with the consent of the meeting.
8.10 Quorum: A quorum for the transaction of business at any
meeting of shareholders shall be: (a) where tile Corporation has
only one (1) shareholder, or one (1) shareholder holds a majority
of the shares entitled to vote at the meeting, that shareholder,
in person or represented by proxy; (b) in all other cases two (2)
shareholders personally present and owning or representing by
proxy twenty-five (25%) per cent of the shares entitled to vote
at the meeting; Ir a quorum is present at the opening of any
meeting of shareholders, the shareholders present or represented
may proceed with the business of the meeting notwidistanding that
a quorum is not present throughout the meeting. If a quorum is
not present at tile opening of the meeting of shareholders, the
shareholders present or represented may adjourn the meeting to a
fixed time and place but may not transact any other business.
8.11 Participation in Meeting by Telephone: A shareholder or
any other person entitled to attend a meeting ot shareholders may
participate in the meeting by means of telephone or other
telecommunication facilities that permit all persons
participating in the meeting to hear each other if all the
shareholders entitled to vote at the meeting consent and a person
participating in such a meeting by those means is deemed to be
present at the meeting.
8.12 Proxyholders and Representatives: Votes at meetings of
the shareholders may be given either personally or by proxy; or,
in the case of a shareholder who is a body corporate or
association, by an individual authorized by a resolution of the
board of directors or governing body of the body corporate or
association to represent it at the meeting of shareholders of
tile Corporation, upon producing a certified copy of such
resolution or otherwise establishing his authority to vote to the
satisfaction of the chairman.
A proxy shall be executed by the shareholder or his attorney
authorized in writing and is valid only at the meeting in respect
to which 'it is given or any adjournment of that meeting. A
person appointed by proxy need not be a shareholder.
Subject to the regulations, a proxy may be in the following
form:
The undersigned shareholder of ___________________ hereby appoints
_________________ of ___________________, or failing him_____________
as the nominee of the undersigned to attend and act for the undersigned and on
behalf of the undersigned at the ____________________________ meeting of
the shareholders of the said Corporation to be held on the ______ day of
____________________, 198__, and at any adjournment or adjournments thereof.
DATED this ______________________ day of ___________________ 19___.
SIGNATURE OF SHAREHOLDER
8.13 Time for Deposit of Proxies: The board may specify in a
notice calling a meeting of shareholders a time, preceding the
time of such meeting by not more than forty-eight (48) hours
exclusive of Saturdays and holidays, before which time proxies to
be used at such meeting must be deposited. A proxy shall be acted
upon only if, prior to the time so specified, it shall have been
deposited with the Corporation or an agent thereof specified in
such notice or if, no such time having been specified in such
notice, it has been received by the secretary of the Corporation
or by the chairman of the meeting or any adjournment thereof
prior to the time of voting.
8.14 Joint Shareholders: If two or more persons hold a share
jointly, any one of them present in person or duly represented at
a meeting of shareholders may, in the absence of the other or
others, vote that share; but if two or more of those persons are
present in person or represented and vote, they shall vote as one
the share jointly held by them.
8.15 Votes to Govern: At any meeting of shareholders every
question shall, unless otherwise required by the articles or
by-laws or by law, be determined by a majority of the votes cast
on the question. In case of an equality of votes either upon a
show of hands or upon a ballot, the chairman of the meeting shall
be entitled to a second or casting vote.
8.16 Sh-ow of Hands: Subject to the Act, any question at a
meeting of shareholders shall be decided by a show of hands,
unless a ballot thereon is required or demanded hereinafter
provided. Upon a show of hands every person who is present and
entitled to vote shall have one (1) vote. Whenever a vote by show
of hands shall have been taken upon a question, unless a ballot
thereon is so required or demanded, a declaration by the chairman
of the meeting that the vote upon the question has been carried
or carried by a particular majority or not carried and all entry
to (hat effect in tile minutes of' the meeting shall be prima
facie evidence of the facii without prool'of the number of votes
recorded in favour of or against any resolution or other
proceeding in respect of the said question, and the result of the
vote so taken shall be the decision of shareholders upon the said
question.
8.17 Ballots: On any question proposed for consideration at
a meeting of shareholders, a shareholder, proxyholder or other
person entitled to vote may demand and tile chairman may require
that a ballot be taken either before or upon the declaration of
the result of any vote by requir show of hands. If a ballot is
demanded on the election of a chairman or on the question of
adjournment it shall be taken forthwith without an adjournment. A
ballot demanded or required n on a y other question shall be
taken in such a manner as the chairman shall direct. A demand or
requirement for a ballot may be withdrawn at any time prior to
the taking of the ballot. If a ballot is taken each person
present shall be entitled, in respect to the shares that he is
entitled to vote at the meeting upon the question, to the number
of votes as provided for by the articles or, in the absence of
such provision in the articles, to one vote for each share he is
entitled to vote. The result of the ballot so taken shall be the
decision of the shareholders upon the question.
8.18 Adjournment: The chairman at a meeting of shareholders
may, with the consent of the meeting and subject to such
conditions as the meeting may decide, adjourn the meeting from
time to time and from place to place. ir a meeting of
shareholders at which a quorum is present is adjourned for less
than thirty (30) days, it shall not be necessary to give notice
of the adjourned meeting, other than by announcement at the time
of the adjournment. Subject to the Act, if a meeting of
shareholders is adjourned by one or more adjournments for an
aggregate of thirty (30) days or more, notice of the adjourned
meeting shall be given in the same manner as notice for the
original meeting. Notice of the time and place of an adjourned
meeting shall be given when a quorum was not present at the
original meeting. Such adjourned meeting may proceed with
business even though a quorum is not present.
8.19 Resolution in Lieu of a Meeting: Notwithstanding any of
the foregoing provisions of this by-law a resolution in writing
signed by all the shareholders entitled to vote on that
resolution at a meeting of shareholders is as valid as if it had
been passed at a meeting of the shareholders.
8.20 Only One Shareholder: Where the Corporation has only
one shareholder or only one holder of any class or series of
shares, the shareholder present in person or duly represented
consitutes a meeting of the Company or of that class of
shareholders, as the case may be.
DIVISION NINE
SHARES
9.01 Allotment and Issuance: The shares of the Corporation
shall be under the control of the board and, subject to the Act
and the articles, the board may from time to time allot or grant
options to purchase the whole or part of the authorized and
unissued shares of the Corporation at such times and to such
persons and for such consideration as the board shall determine,
provided that no share shall be issued until it is fully paid as
provided by the Act.
9.02 Commissions: The board may from time to time cause the
Corporation to pay a reasonable commission to any person in
consideration of his purchasing or agreeing to purchase shares of
the Corporation, whether from the Corporation or from any other
person, or procuring or agreeing to procure purchasers for any
such shares.
9.03 Non-Recognition of Trusts: Subject to the Act, the
Corporation may treat the registered holder of any share as the
person exclusively entitled to vote, to receive notices, to
receive any dividend or other payments in respect of the share,
and otherwise to exercise all the rights and powers of an owner
of the share.
9.04 Certificates: Share certificates and the form of stock
transfer power on tile reverse side thereof shall (subject to
Section 45 of the Act) be in such form as the board of directors
may by resolution approve and such certificates shall be signed
manually by the chairman of the board, or the president, or the
vice-president, or the secretary, or by on behalf of a registrar,
transfer agent or branch transfer agent of the Corporation, if
any. The corporate seal, if any, need not be impressed upon a
share certificate issued by the Corporation.
9.05 Replacement of Share Certificates: The board or any
other officer or agent designated by the board may in its or his
discretion direct the issue of a new share or other such
certificate in lieu of and upon cancellation of a certificate
that has been mutilated or in substitution for a certificate
claimed to have been lost, destroyed or wrongfully taken on
payment of such reasonable fee and on such terms as to indemnity,
reimbursement of expenses and evidence of loss of title as the
board may from time to time prescribe, whether generally or in
any particular case.
9.06 Joint Holders: If two or more persons are registered as
joint holders of any share, the k Corporation shall not be bound
to issue more than one certificate in respect thereof, and
delivery of such certificate to one of such persons shall be
sufficient to all of them. Any one of such persons may give
effectual receipts for the certificate issued in respect thereof
or for any dividend, bonus, return of capital or other money
payable or warrant issuable in respect of such share.
DIVISION TEN
TRANSFER OF SECURITIES
10.01 Registration of Transfer: Subject to the Act, no
transfer of a share shall be registered in a securities register
except upon presentation of the certificate representing such
share with an endorsement which complies with the Act made
thereon or delivered therewith duly executed by an appropriate
person as provided by the Act, together with such reasonable
assurance that the endorsement is genuine and effective as the
board may from time to time prescribe, upon payment of all
applicable taxes and any reasonable fees prescribed by the board
and upon compliance with such restrictions oil trasnfer as are
authorized by the articles and upon satisfaction of any lien
referred to in Section 10.05.
10.02 Transfer Agents and llegis(rars: The board may front
time to time by resolution appoint or remove one or more transfer
agents registered under the Trust Companies Act to maintain a
central securities register or rcgisters and one or more branch
transfer agents to maintain branch securities register or
registers. A transfer agent or branch trans1'er agent so
appointed may be designated as such or may be designated as a
registrar, according to his functions of both registrar and
transfer or branch transfer agent. The board may provide for the
registration of transfers of securities by and in the offices of
such transfer agent, or branch transfer agents or registrars. In
the event of any such appointment in respect of any of the shares
of the Corporation, all share certificates issued by the
Corporation in respect to those shares shall be countersigned by
or oil behalf of one of the said transfer agents, branch transfer
agents or registrars, if any, as the case may be.
10.03 Securities Registers: A central securities register of
the Corporation shall be kept at the designated records office of
the Corporation, if any, otherwise the registered office of tile
Corporation, or at all office or offices of a company or
companies registered under tile Trust Companies Act as may from
time to time be designated by resolution of the board of
directors to act as the Corporation's transfer agent or agents.
Branch securities register or registers may be kept either in or
outside Alberta at such office or offices of the Corporation as
the directors may determine, or at the office or offices of such
other person or persons or companies as may from time to time be
designated by resolution of the directors to act as the
Corporation's branch transfer agent or agents. A branch
securities register shall contain particulars of securities
issued or transferred at that branch. Particulars of each issue
or transfer of a security registered in a branch securities
register shall also be kept in the corresponding central
securities register.
10.04 Deceased Shareholders: In the event of the death of a
holder, or of one of tile joint holders, of any share, the
Corporation shall not be required to make any entry in the
securities register in respect thereof or to make any dividend or
other payments in respect thereof except upon production of all
such documents as may be required by law and upon compliance with
the reasonable requirements of the Corporation and its transfer
agents.
10.05 Lien for Indebtedness: If the articles provide that
the Corporation shall have a lien on shares registered in the
name of a shareholder indebted to the Corporation for any unpaid
amount owing on a share issued by the Corporation on the date the
Corporation was continued under the Act, such lien may be
enforced, subject to the articles and to any unanimous
shareholder agreement, by the sale of the shares thereby affected
or by any other action, suit, remedy or proceeding authorized or
permitted by law or by equity and, pending such cifforcenient,
the Corporation may refuse to register a transfer of the whole
or any part of such shares.
DIVISION ELEVEN
DIVIDENDS AND RIGHTS
11.01 Dividends: Subject to the Act, the board may from time
to time declare dividends payable to the shareholders according
to their respective rights and interest in the Corporation.
Dividends may be paid in money or property or by issuing fully
paid shares of the Corporation.
11.02 Dividend Cheques: A dividend payable in money shall be
paid by cheque to the order of each registered holder of shares
of the class or series in respect of which it has been declared,
and mailed by prepaid ordinary mail to such registered holder at
his address recorded in the Corporation's securities register or
registers unless such holder oth6rwise directs. In the case of
joint holders the cheque shall, unless such joint holders
otherwise direct, be made payable to the order of all such joint
holders and mailed to one of them at his recorded address. The
mailing of such cheque as aforesaid, unless the same is not paid
on due presentation, shall satisfy and discharge the liability
for the dividend to the extent of the sum represented thereby
plus the amount of any tax which the Corporation is required to
and does withhold.
11.03 Non-Receipt of Cheques: In the event of non-receipt of
any dividend cheque by the person to whom it is sent as
aforesaid, the Corporation shall issue to such person a
replacement cheque for a like amount oil such terms as to
indemnity, reimbursement of expenses and evidence of lionreceipt
and of title as the board may from time to time prescribe,
whether generally or in any particular case.
11.04 Unclaimed Dividends: Any dividend unclaimed after a
period of six (6) years from the date of which the same has been
declared to be payable shall be forfeited and shall revert to the
Corporation.
DIVISION TWELVE
INFORMATION AVAILABLE TO SHAREHOLDERS
12.02 Except as provided by the Act, no shareholder shall be
entitled to obtain information respecting any details or conduct
of the Corporation's business which would not, in the opinion of
the board, be in the interests of the Corporation to communicate
to the public.
12.02 The board may from time to time, subject to rights
conferred by the Act, determine whether and to what extent and at
what time and place and under what conditions or regulations the
documents, books and registers and accounting records of the
Corporation or any of them shall be open to the inspection of
shareholders and no shareholder shall have any right to inspect
any document or book or register or account record of the
Corporation except as conferred by statute or authorized by the
board or by a resolution of tile shareholders.
DIVISION THIRTEEN
NOTICES
13.01 Method or Giving Notices: Any notice or other document
required by the Act, the Regulations, the articles or the by-laws
to be sent to any shareholder or director or to the auditor shall
be delivered personally or sent by prepaid mail or by telegram or
cable or telex to any such shareholder at his latest address as
shown in the records of the Corporation cr its transfer agent and
to any such director at his latest address as shown on the
records of the Corporation or in the last notice filed under
Section 101 or 108 of the Act, and to the auditor at his business
address. A notice shall be deemed to be given when it is
delivered personally to any such person or to his address as
aforesaid; a notice mailed shall be deemed to have been given
when deposited in a post office or public letter box; and a
notice sent by any means of transmitted or recorded communication
shall be deemed to have been given when dispatched or delivered
to the appropriate communication company or agency or its
representative for dispatch. The secretary may change or cause to
be changed the recorded address of any shareholder, director,
officer, auditor or member of a committee of the board in
accordance with any information believed by him to be reliable.
The signature to any notice to be given by the Corporation may be
lithographed, written, printed or otherwise mechanically
reproduced.
13.02 Notice of Joint Shareholders: If two or more persons
are registered as joint holders of any share, any notice may be
addressed to all of such joint holders but notice addressed to
one of such persons shall be sufficient notice to all of them.
13.03 Persons Entitled by Death or Operation of Law: Every
person who, by operation of law, transfer, death of a shareholder
or any other means whatsoever, shall become entitled to any
share, shall be bound by every notice in respect of such share
which shall have been duly given to the shareholder from whom he
derives his title to such share prior to his name and address
bein
9 entered on the securities register (whether such notice
was given before or after the happening of the event upon which
he became so entitled) and prior to his furnishing to the
Corporation the proof of authority or evidence of his entitlement
prescribed by the Act.
13.04 Non-Receipt of Notices: If a notice or document is
sent to a shareholder by prepaid mail in accordance with Section
13.01 and the notice or document is returned on three (3)
consecutive occasions, it shall not be necessary to send any
further notice or document to the shareholder until he informs
the Corporation in writing of his new address; provided, always,
that the return of a notice of a shareholder's meeting mailed to
a shareholder in accordance with Section 13.01 of this by-law
shall be deemed to be received by the shareholder on the date
deposited in the mail notwithstanding the return of the notice.
13.05 Omissions and Errors: The accidental omission to give
any notice to any shareholder, director, officer, auditor or
member of a committee of the board or the non-receipt of any
notice by any such person or any error in any notice not
affecting the substance thereof shall not invalidate any action
taken at any meeting held pursuant to such notice or otherwise
founded thereon.
13.06 Signature on Notices: Unless otherwise specifically
provided, the signature of any director or officer of the
Corporation to any notice or document to be given by the
Corporation may be written, stamped, typewritten or printed or
partly written, stamped, typewritten or printed.
13.07 Waiver of Notice: Any shareholder, proxyholder, other
person entitled to attend a meeting of shareholders, director,
officer, auditor, or member of a committee of the board may at
any time waive any notice, or waive or abridge the time for any
notice, required to be given to him under the Act, the
Regulations thereunder, the articles, the by-laws or otherwise
and such waiver or abridgement, whether given before, during or
after the meeting or other event of which notice is required to
be given, shall cure any default in the giving or in the time of
such notice, as the case may be. Any such waiver or abridgement
shall be in writing except a waiver of notice of a meeting of
shareholders or of the board, a committee of the board, which may
be given in any manner.
DIVISION FOURTEEN
MISCELLANEOUS
14.01 Directors to Require Surrender of Share Certificates:
If the Corporation is continued under the Acz, the board then in
office, is hereby authorized to require (lie shareholders or the
Corporation to surrender their share certificates, or such of
their share certificates as the directors may determine, for the
purpose of cancelling the share certificates and replacing them
with new share certificates that comply with the Act, and in
particular, by replacing existing share certificates with share
certificates that are not negotiable securities under the Act.
The board shall act by resolution under this section and shall in
its discretion decide the manner in which it shall require the
surrender of existing share certificates and the time within
which the shareholders must comply with the requirement and the
form or forms of the share certificates to be issued in place of
the existing share certificates. The board may take such
proceedings as it dcems necessary to compel any shareholder to
comply with a requirement to surrender his share certificate or
certificates pursuant to this section. Notwithstanding any other
provision of this by-law, but subject to the Act, the board may
refuse to register the transfer of shares represented by a share
certificate that has not been surrendered pursuant to a
requirement under this Section.
14.02 Shareholders Approval to Amend By-Law #1: When these
by-laws have been approved by the shareholders, the board shall
not, without prior approval of the shareholders entitled to vote
at an annual meeting of the Corporation, given by ordinary
resolution at any general meeting, amend or repeal any provision
of this by-law.
14.03 Interpretation: In case of any conflict between this
by-law and a unanimous shareholders agnement, whether such
unanimous shareholders agreement exists at the coming into force
of these by-laws or not, such unanimous shareholders agreement
shall prevail.
14.04 Effective Date: This by-law shall come into force upon
the issue of the Certificate of Continuance under the Act, or the
date the Corporation is incorporated under the Act, as the case
may be, or the date on which this by-law is enacted, whichever is
later.
ENACTED this 6 day of February 1998
(WITNESS the corporate seal of the Corporation.)
PRESIDENT SECRETARY
