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CORPORATE ACCESS NUMBER
20765496
BUSINESS CORPORATIONS ACT
CERTIFICATE
OF
INCORPORATION
WINDSHIELD SUPERSTORE LTD.
WAS INCORPORATED IN ALBERTA ON DECEMBER 4, 1997
BUSINESS CORPORATIONS ACT
(Section 6)
ALBERTA CONSUMER
AND CORPORATE AFFAIRS ARTICLES OF INCORPORATION
1. Name of Corporation:
WINDSHIELD SUPERSTORE LTD. 20765496
2. The classes, and any maximum number of shares that the corporation is
authorized to issue:
SEE ATTACHED SCHEDULE "A"
3. Restrictions on share transfers (if any):
NO SHARES OF THE CAPITAL OF THE CORPORATION SHALL BE TRANSFERRED WITHOUT THE
SANCTION OF A MAJORITY OF THE DIRECTORS OF THE CORPORATION
4. Number, or minimum and maximum number. of directors that the corporation may
have:
ONE (1) MIMMUM, FIFTEEN (15) MA)UMUM
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 SCHEDULE "B"
7. Date:
97/10/20
Incorporators names: Address: Signature:
MCHAEL C. DUNKLEY 11, 1915 32nd Avenue N.E. /S/ Michael C. Dunkley
Calgary, Alberta T2E 7C8
SCHEDULE "A" TO THE ARTICLES OF INCORPORATION
OF
WINDSHIELD SUPERSTORE LTD.
The Corporation is authorized to issue 100 shares designated
as class "A" 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 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.
SCHEDULE "B" TO ARTICLES OF INCORPORATION
OF
WINDSHIELD SUPERSTORE LTD.
I . The number of shareholders of the Corporation is limited
to no more than 50 persons, exclusive of per sons who are in its
employment or persons 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 directors'-bf the Corporation to
serve until the next annual general meeting, but the number of
additional directors sliall 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 sliall 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.
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. 1
A by-law relating generally to the conduct of the affairs of
WINDSHIELD SUPERSTORE LTD.
BE IT ENACTED AND IT IS HEREBY ENACTED as a by-law of
WINDSHIELD SUPERSTORE LTD.
(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 tile 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 contained 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 on behalf of the Corporation, without authorization
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 tile Act, give a guarantee on
behalf of the Corporation to secure performance of any
present or future indebtedness, liability or obligation of
any erson; 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 undertakings, 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 the Corporation on bills of exchange or promissory notes
made, drawn, accepted or endorsed by or on behalf of the
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
% 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 Arrangemen(s: The banking business of the
Corporation including, without limitation, the borrowing of money
and the giving of security therefor, shall be transacted with
such banks, trust companies or other bodies corporate or
organizations as may from time to time be designated by or under
the authority-of the board. Such banking business or any part
thereof shall be transacted under such agreements, instructions
and delegations of powers as the board may from time to time
prescribe.
DIVISION THREE
EXECUTION OF INSTRUMENTS
3.01 Deeds, transfers, assignments, contracts, obligations,
certificates and other instruments may j! 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 tile payment of money and all notes and acceptances
and bills of exchange shall be signed by such officer or officers
or person or liether or not officers of the Corporation, and in
such manner as the board of directors persons, whether or not
officers of the Corproation and in such manner as the board of
directors may vary from time to time designate by resolution.
DIVISION FOUR
DIRECTORS
4.01 Number: The board of directors shall consist of the
number fixed by the 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 t 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 tile 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 the
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
specialty 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 the 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 clect one or more directors.
4.04 Qualification: No person shall be qualified for
election as a director if lie is less than Eighteen (18) years of
age; if he is of unsound mind and has been so found by a Court in
Canada or elsewhere; if he is not an individual; or if he has the
status of a bankrupt. A director need not be a shareholder.
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
tile 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 the 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. Tile 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 t 0 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) G 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 busine ss to be specified, including any
proposal to:
(a) submit to the shareholders any question or matter
requiring approval 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 tile 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 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 Representation 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 or votes. In case of
an 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 the directors of the
Corporation consent, a director may participate in a meeting of
the board or a committee of the board by means 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 or tile
board and of committees of the board.
5.10 Resolution in Lieu of Meeting: Notwithstanding any of
the foregoing provisions of this bylaw, 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 he 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 material contract with
tile 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 tile board or shareholders for approval even if such
contract is one that in the ordinary course of the Corporation's
business would not require approval by the board or shareholders.
Subject to the provisions of the Act a Corporation or to its
director shall. not by reason only of his office be accountable
to the 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 the director's interest
therein, provided that the required declaration and disclosure of
interest is properly made, the contract or transaction is
approved by the directors or shareholders, and it is fair and
reasonable to the
Corporation at the time it was approved and, if required by
the 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 he 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 to 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 indicating 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 the board, who must be a director, but
otherwise the officers of the Corporation need not be directors
or the Corporation. Two or more offices may be held by the same
person.
7.02 Chairman of (lie 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 tile chief executive
officer of tile Corporation and, subject to the authority of the
board and the managing director, if any, shall have such other
powers and duties as the board may specify. During the absence or
disability of the managing director, or if no managing director
has been appointed, the president shall also have the powers and
duties of that office; 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
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 P 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 R the board; lie shall be the custodian of the
stamp or mechanical device generally used for affixing the
corporate seal of the Corporation and of all books, papers,
records, documents and instruments belonging to the Corporation,
except when some other officer or agent has been appointed for
that purpose; and he shall have such other powers and duties as
the board 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; he shall render to
the board whenever required an account of all his transactions
and he 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 manage and direct the business and affairs of the
Corporation (except such matters and duties as 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
directors or any of them all information they may require
regarding the affairs of the Corporation. 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 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 it
fill such vacancy. it
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 statements and reports required by the
Act to be placed before the annual meeting, electing directors,
appointing an auditor if required by the Act or the 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 (5076) 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 it a record date for the determination of shareholders
entitled to notice of the meeting. If no record date is fixed,
the record date for the determination of the shareholders
entitled to receive notice of the meeting shall be the close of
business on the 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 tile 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 oil the record date for
notice is entered in the securities register as tile 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 tile incumbent
auditor shall state the nature of such business in sufficient
detail to permit tile 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 estab
lishes 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 tirne prior to the holding of it 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 it 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 Scrufineers: 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 the Corporation is absent, the chairman shall appoint some
person, who need not be a shareholder, to act as secretary of the
meeting. If desired, one or more scrutineers, who need not be
shareholders,.may be appointed by a resolution or by the
chairman with the consent of the meeting.
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 the 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;
If a quorum is present at the opening of any meeting of
shareholders, the shareholders present or represented may proceed
with the business of the meeting notwithstanding that a quorum is
not present throughout the meeting. If a quorum is not present at
the 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 Participationn in Meefing by Telephone: A shareholder
or any other person entiticd 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 it 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
__________________________the shareholders of the said Corporation to
be held on the ________________ 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 Show of Hands: Subject to the Act, any question at a
meeting of shareholders shall be decided by a show of hands,
unless a ballot thercon 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 that effect in the minutes of tile meeting shall be prima
facie evidence of the fact without proof of the number of votes
recorded in favour of or against any resolution or other
proceeding in respect of the said quesitons and the the result of
the vote so taken shall be the decision of shareholders upon the
require that a ballot be taken either before or upon the
declaration of the result of any vote by 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 on any 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. If 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 tile 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 the 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 Join( Holders: If two or more persons
are registered as joint holders of any share, the Corporation
shall not be bound to issue more than one certificate in respect
thereof, and delivery fl! of such certificate to one of such
persons shall be sufficient to all of them. Any one of such R
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 P 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 fces prescribed by the board
and upon compliance with such restrictions on trasnfer as are
authorized by the articles and upon satisfaction of any lien
referred to in Section 10.05.
10.02 Transfer Agents and Registrars: The board may from
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 registers and one or more branch
transfer agents to maintain branch securities register or
registers. A transfer agent or branch transfer 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 tile
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 tile registered office of the
Corporation, or at an 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 tile 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 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 enforcement, 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 tile 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
oil 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 J to whom it is sent as
aforesaid, the Corporation shall issue to such person a
replacement cheque for a like amount on such terms as to
indemnity, reimbursement of expenses and evidence of nonreceipt
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 tile. 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 the shareholders.
DIVISION THIRTEEN
NOTICES
13.01 Method of Giving Notices: Any notice or other document
required by the Act, the Regulations, the articles or tile
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 secretar y 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
being entered on the securities register (whether such notice was
given before or after the happening of the event upon which he
became so entitled) and prior to his furnishing to the
Corporation the proof of authority or evidence of his entitlement
prescribed by the Act.
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 :1 q 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 e date deposited in the mail by-law
shall be deemed to be received by the shareholder on th
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 a waiver of notice of a meeting may be.
Any such waiver or abridgement shall be in writing except 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 Aa, the board then in office, is
hereby authorized to require the 81 areliolders of the Corporation to surrender
their share certificates, or such of their share certificalles 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 deems 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 agreement, 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
