CORPORATE ACCESS NUMBER
GOVERNMENT OF ALBERTA
BUSINESS CORPORATIONS ACT
CERTIFICATE
OF
INCORPORATION
CANADA AUTOGLASS WARRANTY INC
20765489
WAS INCORPORATED IN ALBERTA ON DECEMBER 4, 1997
1. Name of Corporation Articles Of Incorporation
CANADA AU170GLASS WARRANTY INC.
2. The classes of shares, 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) MINIMUM, FIFTEEN (15) MAXIMUM
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 signed by Incorporators:
Incorporators
I
97/12/03
Year / Month / Day
Address: (including postal code)
Signature: 11, 1915 32n,d Avenue N.E., Calgary, AB
Michael C.Dunkley
Pprint Name:
Michael C. Dunkley
SCHEDULE "A" TO THE ARTICLES OF INCORPORATION
OF
CANADA AUTOGLASS WARRANTY INC.
The Corporation is authorized to issue 100 shares designated as class "A" common
shues.
The rights, privileges, restrictions and conditions attaching to the class "A"
common shares are as follows:
1. To vote at any meeting of sliaxeliolders 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 miditimis attacUig 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
CANADA AUTOGLASS WARRANTY 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 persons who,
having been formerly in the employment of the Corporation, have continued to be
shareholders; two or more persons who ai c tile joint, registercd owners of one
or nime shares being count ed as one shareholder.
2. Any invitation to the public to subscribe flur securities of the
Colimalion is prohbited.
3. The directors may, between amiual general meethigs, appoint one or more
additional directorsbf the Corporation to serve until tile next minual general
meeting, but tile number of additional directors shall not at any time exceed
one-third of the number of directors who held office at tile expiration of
tile last annual meeting of tile Corporation.
4. The Corporation sha1l have a lien oil tile silues registered in the name
of the shareholder or his legal representative for a debt of that shareholder to
the Corporation.
General By Laws
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
CANADA AUTOGLASS WARRANTY INC.
BE IT ENACTED AND IT IS HEREBY ENACTED as a by-law of
CANADA AUTOGLASS WARRANTY 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 meetin 9 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 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 inay 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, rc-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 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 oil 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
tile -board, a director or an officer of the Corporation or any other person as
may be designated by tile 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 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 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 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
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 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 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 ~qually 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 tile 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 all election of tile 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 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 dics;
when lie 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 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.
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
corrimittees 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 approval of
the shareholders;
b) fill a vacancy among the directors or in tile 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
adopt, amend or repeal by-laws.
Provided, however, that a director may in any mann ' er 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 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 of 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 of the 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 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 would not require approval by the
board or shareholders. Subject to the provisions of the Act, a director
shall not by reason only of his office be accountable to the Corl-oration
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 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 abscnts 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 tile 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 se ' ction 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 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 itbsence 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 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 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; he shall be the custodian of the stamp
or mechanical device generally used for affixing the corporate seal of the
Corporation and of all books, 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 fill such vacancy.
7.12 Remuneration and Removal: The remuneration of all officers
appointed by tile 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 9 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 tile 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. Notwith standing 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. it
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 mecting so agree, outside
Alberta.
8.04 Record Date for Notice: The board may fix in advance a date,
preceding the date of any wi 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 it it 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 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 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 oil tile date prcceding tile date notice is sent,
or if no notice is sent, oil tile 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 tile meeting is sent to shareholders; and
(b) the transferee, at least ten (10) days prior to tile meeting,
produces properly endorsed share certificates to the secretary or transfer
agent of the Corporation or otherwise estab- It lishes his ownership of the
share :1 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 ff secretary of the Corporation
is absent, the chairman shall appoint some person, who need not be a
shareholder, to act as secretary of tile meeting. If desired, one or more
scrutineers, who need not be shareholders, may be appointed by a resolution
or by the chairman with tile 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, tile 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 Participation in Meeting by Telephone: A shareholder or any other
person entitled to attend a meeting ot sh areholders 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 the 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 Show of Hands: Subject to the Act, any question at a meeting of
shareholders shall be decided by a show of hands, unless a ballot thereon
is required or demanded 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 an entry to that effect
in the minutes of the 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 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 the chairman may 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 e of such provision in the
articles, to one vote for each share he is entitled to vote. The absenc
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 tim e 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
sharcholdcrs.
8.20 Only One Shareholder: Where the Corporation has only one
shareholder or only onc 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 othcrwise 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 Joint 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 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 thercon 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 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 tinic
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 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 the Corporation, all share certificates issued by the
Corporation in respect to those shares shall be countersigned by or on
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 the Corporation, or
at an office or offices of a company or companies registered under the
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 the joint holders, of any share, the Corporation shall not be
required to make any entry in the securities register in respect thereof or
to make any dividend or other payments in respect thereof except upon
production of all such documents as may be required by law and upon
compliance with the reasonable requirements of the Corporation and its
transfer agents.
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 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 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 peison 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 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 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 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 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
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 Act, the board then in office, is hereby
authorized to require the Shareholders of 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 tile 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 Feb, 1998
(WITNESS the corporate seal of the Corporation.)
PRESIDENT
SECRETARY
