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A by-law relating generally to the conduct of the affairs of YAPALOT
COMMUNICATIONS INC.(the "Corporation").
1. Definitions and Interpretation
1.01 Definitions.
(1) In any by-law of the Corporation, unless there is something in the
subject-matter or context inconsistent therewith,
(a) "Act" means the Canada Business Corporations Act, R.S.C. 1985,
c. C-44, as amended or re-enacted from time to time;
(b) "Articles" means the following as are from time to time in
effect in respect of the Corporation, namely, the letters
patent, supplementary letters patent, original or restated
articles of incorporation, articles of amendment, articles of
amalgamation, articles of continuance, articles of
reorganization, articles of dissolution and articles of
revival and includes any amendments thereto;
(c) "board" means the board of directors of the Corporation;
(d) "by-law" means a by-law of the Corporation;
(e) "Chairman of the Board", "President", "Vice-President",
"Secretary", "Treasurer", "Assistant Secretary",
"Assistant Treasurer" or any other officer means such officer
of the Corporation;
(f) "director" means a director of the Corporation;
(g) "employee" means an employee of the Corporation;
(h) "executive committee" means a committee of directors appointed
by the directors;
(i) "individual" means a natural person;
(j) "officer" means an officer of the Corporation;
(k) "person" includes an individual, partnership, association,
body corporate, trustee, executor, administrator and legal
representative;
(l) "resident Canadian" means an individual who is
(i) a Canadian citizen ordinarily resident in Canada,
(ii) a Canadian citizen not ordinarily resident in
Canada who is a member of a class of persons
prescribed by the regulations made under the Act
for purposes of the definition of "resident
Canadian", or
(iii) a permanent resident within the meaning of the
Immigration
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Act, R.S.C. 1985, c. I-2, and
ordinarily resident in Canada, except a permanent
resident who has been ordinarily resident in Canada
for more than one year after the time at which he
first became eligible to apply for Canadian
citizenship;
(m) "shareholder" means a shareholder of the Corporation;
(n) "special business" transacted or to be transacted at a special
meeting of shareholders means all business transacted or to be
transacted at such special meeting and "special business"
transacted or to be transacted at an annual meeting of
shareholders means all business transacted or to be transacted
at such annual meeting, except consideration of the financial
statements and the report of the auditor, if any, thereon, the
election of directors and reappointment of the incumbent
auditor; and
(o) "unanimous shareholder agreement" means an agreement or
declaration in respect of the Corporation which constitutes a
unanimous shareholder agreement for purposes of the Act.
(2) Subject to the foregoing, the expressions herein contained shall
have the same meaning as corresponding expressions in the Act.
1.02 Interpretation. In each by-law and in each special resolution of
the Corporation, the singular shall include the plural, the plural shall include
the singular and the masculine shall include the feminine and the neuter.
Wherever reference is made in this or any other by-law or in any special
resolution of the Corporation to any statute or section thereof, such reference
shall be deemed to extend and refer to any amendment to or re-enactment of such
statute or section, as the case may be.
1.03 Headings. The headings in each by-law are inserted for convenience
of reference only and shall not affect the construction or interpretation of the
provisions of such by-law.
2. General
2.01 Registered office. The board may by resolution change the address
of the registered office of the Corporation within the place specified in the
Articles as the place in which the registered office of the Corporation is to be
situated.
2.02 Corporate seal. The Corporation may have a corporate seal which
shall be adopted and may be changed by resolution of the board.
2.03 Financial year. The board may by resolution fix the financial year
of the Corporation and the directors may from time to time by resolution change
the financial year of the Corporation.
Reference from Section 11.04(2) to Section 2.04 of Form 2:01.4
2.04 Execution of documents.
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(1) Instruments in writing requiring execution by the Corporation may
be signed on behalf of the Corporation by and all instruments in
writing so signed shall be binding upon the Corporation without any further
authorization or formality. The board may from time to time by resolution
appoint any officer or officers or any other person or persons on behalf of the
Corporation either to sign instruments in writing generally or to sign specific
instruments in writing.
(2) The corporate seal of the Corporation (if any) may be affixed to
instruments in writing signed as aforesaid by any person authorized to sign the
same or at the direction of any such person.
(3) The term "instruments in writing" as used herein shall include
deeds, contracts, mortgages, hypothecs, charges, conveyances, transfers and
assignments of property, real or personal, immovable or movable, agreements,
releases, receipts and discharges for the payment of money or other obligations,
cheques, promissory notes, drafts, acceptances, bills of exchange and orders for
the payment of money, conveyances, transfers and assignments of shares,
instruments of proxy, powers of attorney, stocks, bonds, debentures or other
securities or any paper writings.
(4) Subject to the provisions of Section 11.04, the signature or
signatures of an officer or director, person or persons appointed as aforesaid
by resolution of the board, may, if specifically authorized by resolution of the
directors, be printed, engraved, lithographed or otherwise mechanically
reproduced upon all instruments in writing executed or issued by or on behalf of
the Corporation and all instruments in writing on which the signature or
signatures of any of the foregoing officers, directors or persons shall be so
reproduced, by authorization by resolution of the directors, shall be deemed to
have been manually signed by such officers or persons whose signature or
signatures is or are so reproduced and shall be as valid as if they had been
signed manually and notwithstanding that the officers, directors or persons
whose signature or signatures is or are so reproduced may have ceased to hold
office at the date of the delivery or issue of such instruments in writing.
2.05 Resolutions in writing.
(1) A resolution in writing, signed by all the directors entitled to
vote on that resolution at a meeting of the board or the executive committee, is
as valid as if it had been passed at a meeting of the board or the executive
committee.
(2) Subject to the provisions of the Act, 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.
2.06 Declaration and payment of dividends.
(1) Subject to the provisions of the Act and the Articles, the board
may from time to time by resolution declare and the Corporation may then pay
dividends on the issued shares of the Corporation in money or property or by
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issuing fully paid shares of the Corporation.
(2) In case several persons are registered as joint holders of any
shares of the Corporation, the cheque for any dividend payable to such joint
holders shall, unless such joint holders otherwise direct, be made payable to
the order of all such joint holders and if more than one address appears on the
books of the Corporation in respect of such joint holding the cheque shall be
mailed to the first address so appearing.
(3) In case several persons are registered as the joint holders of any
shares of the Corporation, any one of such persons may, in respect of such
shares, give effectual receipts for all dividends and payments on account of
dividends and/or redemption payments.
2.07 Divisions. The board may cause the business and operations of the
Corporation or any part thereof to be divided into one or more divisions upon
such basis, including, without limitation, types of business or operations,
geographical territories, product lines or goods or services, as the board may
consider appropriate in each case. From time to time the board or any person
authorized by the board may authorize, upon such basis as may be considered
appropriate in each case:
(a) the further division of the business and operations of any
such division into sub-units and the consolidation of the
business and operations of any such divisions or sub-units;
(b) the designation of any such division or sub-unit by, and the
carrying on of the business and operations of any such
division or sub-unit under, a name other than the name of
the Corporation; and
(c) the appointment of officers for any such division or sub-unit,
the determination of their powers and duties, and the removal
of any such officer so appointed without prejudice to such
officer's rights under any employment contract or in law,
provided that any such officer shall not, as such, be an
officer of the Corporation.
3. Directors
3.01 General. Subject to any unanimous shareholder agreement, the
board shall manage the business and affairs of the Corporation.
3.02 Qualification.
(1) No person shall be a director
(a) who is less than eighteen years of age, or
(b) who is of unsound mind and has been so found by a court in
Canada or elsewhere, or
(c) who is not an individual, or
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(d) who has the status of bankrupt.
(2) Except as expressly otherwise provided in the Act, a majority of
the directors must be resident Canadians.
3.03 Election. The directors shall be elected from time to time by the
shareholders at a meeting of the shareholders.
3.04 Term of office. Subject to the provisions of the Articles, the
term of office of a director not elected for an expressly stated term shall
commence at the close of the meeting of shareholders at which he is elected and
shall terminate at the close of the first annual meeting of shareholders
following his election.
3.05 Ceasing to hold office. A director shall cease to hold office when
(a) he dies or resigns,
(b) he is removed in accordance with the provisions of the Act,
(c) he becomes of unsound mind and is so found by a court in
Canada or elsewhere, or
(d) he attains the status of bankrupt.
3.06 Resignation. A director may resign his office as a director by
sending to the Corporation his written resignation, which resignation shall
become effective at the later of
(a) the time such resignation is sent to the Corporation, or
(b) the time (if any) specified in such resignation.
Reference from Section 3.08(1)(c) to Section 3.07 of Form 2:01.4
3.07 Removal. Subject to the provisions of the Act, the shareholders
may by ordinary resolution at a special meeting of shareholders remove any
director from office and may by ordinary resolution at such special meeting
elect a person to fill the vacancy created by the removal of such director.
3.08 Vacancies.
(1) Subject to the provisions of the Act and the Articles, a quorum of
the board may appoint a person to fill any vacancy among the board except a
vacancy
(a) resulting from an increase in the number or minimum number of
directors on the board,
(b) resulting from a failure by the shareholders to elect the
number or minimum number of directors to the board required by
the Articles, or
(c) which is filled by the shareholders as provided in
Section 3.07.
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(2) A director elected or appointed to fill a vacancy among the board
shall hold office for the unexpired term of his predecessor.
(3) If there is not a quorum of directors on the board in office or if
the shareholders fail to elect the number or minimum number of directors to the
board required by the Articles, the directors then in office on the board shall
forthwith call a special meeting of shareholders to fill the vacancy or
vacancies, and if such directors fail to call the special meeting of
shareholders or if there are no directors then in office, any shareholder may
call the meeting.
3.09 Remuneration. Subject to the Articles and any unanimous
shareholder agreement, the board may fix their remuneration.
3.10 Power to borrow. The board may from time to time
Reference from Section 3.11 to Section 3.10(a) and (c) of Form 2:01.4
(a) borrow money on the credit of the Corporation; or
(b) issue, reissue, sell or pledge debt obligations of the
Corporation;
(c) subject to the Act, give a guarantee on behalf of the
Corporation to secure performance of an obligation of any
person; and
(d) mortgage, hypothecate, pledge or otherwise create a security
interest in all or any property of the Corporation, owned or
subsequently acquired, to secure any debt obligation of the
Corporation.
3.11 Delegation of power to borrow. The board may by resolution
delegate all or any of the powers conferred on them by Section 3.10, to a
director, a committee of directors or an officer.
4. Executive Committee
Reference from Section 4.03(b) to Section 4.01 of Form 2:01.4
4.01 Appointment. The board may appoint from among their number an
executive committee and may by resolution delegate to the executive committee
any powers of the board, subject to such restrictions as may be imposed from
time to time by resolution of the board and subject to the limits on authority
contained in the Act.
Reference from Section 4.03(g) to Section 4.02 of Form 2:01.4
4.02 Canadian membership. Except as allowed by the Act, a majority of
the members of any executive committee appointed by the board shall be resident
Canadians.
4.03 Provisions applicable. The following provisions shall apply to any
executive committee appointed by the board:
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(a) unless otherwise provided by resolution of the directors, each
member of the executive committee shall continue to be a
member thereof until the expiration of his term of office as a
director;
(b) the board may from time to time by resolution specify which
member of the executive committee shall be the chairman
thereof and, subject to the provisions of Section 4.01 of this
by-law, may by resolution modify, dissolve or reconstitute the
executive committee and make such regulations with respect to
and impose such restrictions upon the exercise of the powers
of the executive committee as the directors think expedient;
(c) the meetings and proceedings of the executive committee shall
be governed by the provisions of the by-laws of the
Corporation for regulating the meetings and proceedings of the
board so far as the same are applicable thereto and are not
superseded by any regulations or restrictions made or imposed
by the board pursuant to the foregoing provisions hereof;
(d) no business shall be transacted at any meeting of the
executive committee unless a majority of the members of the
executive committee present are resident Canadians;
(e) the members of the executive committee as such shall be
entitled to such remuneration for their services as members of
the executive committee as may be fixed by resolution of the
board, who are hereby authorized to fix such remuneration;
(f) unless otherwise provided by resolution of the board, the
Secretary of the Corporation shall be the secretary of the
executive committee;
(g) subject to the provisions of Section 4.02, the board shall
fill vacancies in the executive committee by appointment
from among their number; and
(h) unless otherwise provided by resolution of the board,
meetings of the executive committee may be convened by the
direction of any member thereof.
5. Meetings of the Board
5.01 Place of meetings. Meetings of the board and of the executive
committee (if any) may be held at any place inside or outside Canada.
5.02 Calling of meetings. A meeting of the board may be called at any
time by the Chairman of the Board, the President, a Vice-President (if he is a
director) or any two of the directors and the Secretary shall cause notice of a
meeting of the board to be given when so directed by such person or persons.
5.03 Notice of meetings.
(1) Notice of any meeting of the board shall be given in accordance
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with the terms of Section 14.01 to each director not less than two days
(exclusive of Saturdays, holidays and the day on which the notice is given but
inclusive of the day of the meeting) before the meeting is to take place.
(2) Notice of an adjourned meeting of the board is not required to be
given if the time and place of the adjourned meeting are announced at the
original meeting.
(3) A meeting of the board may be held at any time without formal
notice if all the directors, in any manner, waive notice or signify their
consent to the meeting being held without formal notice. Notice of any meeting
or any irregularity in any meeting or in the notice thereof may be waived by any
director either before or after such meeting. Attendance of a director at a
meeting of the board is a waiver of notice of the meeting except where the
director attends the meeting for the express purpose of objecting to the
transaction of any business on the grounds that the meeting is not lawfully
called.
Reference from Sections 9.07, 9.08 and 9.13 to Section 5.03(4) of Form 2:01.4
(4) The notice of a meeting of the board shall specify the time and
place at which such meeting will be held and any of the following matters that
are to be dealt with at the meeting:
(a) the submission to the shareholders of any question or matter
requiring the approval of the shareholders;
(b) the filling of a vacancy among the board or in the office of
auditor of the Corporation;
(c) the issue of securities of the Corporation;
(d) the declaration of a dividend or dividends on shares of the
Corporation;
(e) the purchase, redemption or other acquisition of shares of
the Corporation;
(f) the payment of a commission for purchase of shares of the
Corporation;
(g) the approval of a management proxy circular;
(h) the approval of a take-over bid circular or circular of the
board;
(i) the approval of the annual financial statements of the
Corporation; or
(j) the adoption, amendment or repeal of any by-law or by-laws.
5.04 Regular meetings. The board may by resolution fix a day or days in
any month or months for the holding of regular meetings at a time and place
specified in such resolution. A copy of any resolution of the board
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specifying the time and place for the holding of regular meetings of the board
shall be sent to each director at least two days (exclusive of Saturdays,
holidays and the day on which the copy of the resolution is sent but inclusive
of the day of the first of such regular meetings) before the first of such
regular meetings and no notice shall be required for any of such regular
meetings.
5.05 First meeting of new board. No notice need be given to the newly
elected or appointed director or directors for the first meeting of the board to
be held immediately following the election of directors at an annual or other
meeting of the shareholders or for a meeting of the board at which a director is
appointed to fill a vacancy in the board.
5.06 Participation by telephone. Where all the directors have consented
thereto, any director may participate in a meeting of the board or of the
executive committee, if any, 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 shall be deemed to
be present at that meeting for purposes of the Act and this by-law.
5.07 Chairman of meetings. Subject to the provisions of any resolution
of the directors specifying the duties of the Chairman of the Board hereof, the
President (if he is present) or in his absence, a Vice-President in order of
seniority of appointment (if he is a director and if he is present), shall
preside as chairman at all meetings of the board. In the absence of the
President and a Vice-President who is a director, the directors present shall
choose a person from their number to be the chairman of the meeting.
5.08 Quorum.
(1) A quorum at any meeting of the board shall be [number or other
description of quorum requirement].
(2) Except to the extent permitted by the Act, no business shall be
transacted at a meeting of the board unless a quorum of the board is present and
entitled to vote and a majority of the directors present are resident Canadians.
5.09 Voting. All questions arising at any meeting of the board shall be
decided by a majority of votes, but in case of an equality of votes, the
chairman of the meeting (if he is a director) shall not have a second or casting
vote [or shall have, in addition to his original vote, a second or casting
vote].
5.10 Auditor. The auditor of the Corporation shall be entitled to
attend and be heard at meetings of the board relating to his duties as auditor.
6. Standard of Care of Directors and Officers
Reference from Section 6.02 to Section 6.01 of Form 2:01.4
6.01 Standard of care. Every director and officer in exercising his
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powers and discharging his duties shall act honestly and in good faith with a
view to the best interests of the Corporation and shall exercise the care,
diligence and skill that a reasonably prudent person would exercise in
comparable circumstances.
6.02 Liability for acts of others. Subject to the provisions of Section
6.01, no director or officer shall be liable for the acts, receipts, neglects or
defaults of any other director or officer or employee or for any loss, damage or
expense happening to the Corporation through the insufficiency or deficiency of
title to any property acquired by order of the board for or on behalf of the
Corporation or for the insufficiency or deficiency of any security in or upon
which any of the moneys of or belonging to the Corporation shall be placed out
or invested or for any loss or damage arising from the bankruptcy, insolvency or
tortious act of any person with whom any moneys, securities or effects of the
Corporation shall be lodged or deposited or for any loss occasioned by any error
of judgment or oversight on his part, or for any other loss, damage or
misfortune whatsoever which may happen in the execution of the duties of his
respective office or trust or in relation thereto.
Reference from Section 8.05(c) to Article Seven of Form 2:01.4
7. For the Protection of Directors and Officers
Reference from Section 7.02, 7.03 and 7.04 to Section 7.01 of Form 2:01.4
7.01 Indemnification by Corporation. Except in respect of an action by
or on behalf of the Corporation or the body corporate hereafter mentioned to
procure a judgment in its favour, the Corporation shall indemnify a director or
officer of the Corporation, a former director or officer of the Corporation 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 and legal representatives, against all costs, charges
and expenses, including an amount paid to settle an action or satisfy a
judgment, reasonably incurred by him in respect of any civil, criminal or
administrative action or proceeding to which he is made a party by reason of
being or having been a director or officer of the Corporation or such body
corporate, if
(a) he acted honestly and in good faith with a view to the best
interests of the Corporation; and
(b) in the case of a criminal or administrative action or
proceeding that is enforced by a monetary penalty, he had
reasonable grounds for believing that his conduct was lawful.
7.02 Indemnification in derivative actions. The Corporation shall from
time to time, subject to the approval of a court defined in the Act, indemnify a
person referred to in Section 7.01 in respect of an action by or on behalf of
the Corporation or a body corporate to procure a judgment in its favour, to
which he is made a party by reason of being or having been a director or an
officer of the Corporation or the body corporate, against all costs, charges and
expenses reasonably incurred by him in connection with such action if he fulfils
the conditions set out in paragraphs (a) and (b) of Section 7.01.
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7.03 Compulsory indemnification by Corporation. The Corporation shall
indemnify any person referred to in Section 7.01 who has been substantially
successful on the merits in the defence of any civil, criminal or administrative
action or proceeding to which he is made a party by reason of being or having
been a director or officer against all costs, charges and expenses reasonably
incurred by him in respect of such action or proceeding provided that he
fulfills the conditions in paragraphs (a) and (b) of Section 7.01.
7.04 Insurance. The Corporation may purchase and maintain insurance for
the benefit of any person referred to in Section 7.01 against any liability
incurred by such person
(a) in his capacity as a director or officer of the Corporation,
except where the liability relates to his failure to act
honestly and in good faith with a view to the best interests
of the Corporation, or
(b) in his capacity as a director or officer of another body
corporate where he acts or acted in that capacity at the
Corporation's request, except where the liability relates to
his failure to act honestly and in good faith with a view to
the best interests of the body corporate.
7.05 Indemnities to directors and others. The board may from time to
time by resolution cause the Corporation to give indemnities to any director or
other person who has undertaken or is about to undertake any liability on behalf
of the Corporation or any affiliated corporation and to secure such director or
other person against loss by mortgage and charge upon the whole or any part of
the real and personal property of the Corporation by way of security and any
action from time to time taken by the directors under this section shall not
require approval or confirmation by the shareholders.
7.06 Directors' expenses. The directors shall be reimbursed for their
out-of-pocket expenses incurred in attending board, committee or shareholders'
meetings or otherwise in respect of the performance by them of their duties and
no confirmation by the shareholders of any such reimbursement shall be required.
7.07 Responsibility for contracts. The directors for the time being
shall not be under any duty or responsibility in respect of any contract, act or
transaction whether or not made, done or entered into in the name or on behalf
of the Corporation, except such as shall have been submitted to and authorized
or approved by the board. If any director or officer shall be employed by or
shall perform services for the Corporation otherwise than as a director or
officer or shall be a member, shareholder, director or officer or a person who
is employed by or performs services for the Corporation, the fact of his being a
director or officer of the Corporation shall not disentitle such director or
officer or such person from receiving proper remuneration for such services.
7.08 Submission of contracts or transactions to shareholders for
approval. The board in its discretion may submit any contract, act or
transaction for approval or ratification at any meeting of the shareholders
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called for the purpose, inter alia, of considering such contract, act or
transaction and any contract, act or transaction so submitted that is approved
by a resolution passed by a majority of the votes cast at any such meeting
(unless any different or additional requirement is imposed by the Act, by the
Articles or by any other by-law) shall be as valid and as binding upon the
Corporation and upon all the shareholders as though it had been approved or
ratified by every shareholder.
8. Interest of Directors and Officers in Contracts
Reference from Sections 8.02, 8.03 and 8.05 to Section 8.01 of Form 2:01.4
8.01 Disclosure of interest. A director or officer who
(a) is a party to a material contract or proposed material
contract with the Corporation, or
(b) is a director or an officer of or has a material interest in
any person who is a party to a material contract or proposed
material contract with the Corporation,
shall disclose in writing to the Corporation or request to have entered in the
minutes of meetings of the board the nature and extent of his interest.
8.02 Time of disclosure by director. The disclosure required by Section
8.01 shall be made, in the case of a director,
(a) at the meeting at which a proposed contract is first
considered;
(b) if the director was not then interested in a proposed
contract, at the first meeting after he becomes so
interested;
(c) if the director becomes interested after a contract is made,
at the first meeting after he becomes so interested; or
(d) if a person who is interested in a contract later becomes a
director, at the first meeting after he becomes a director.
8.03 Time of disclosure by officer. The disclosure required by
Section 8.01 shall be made, in the case of an officer who is not a director,
(a) forthwith after he becomes aware that the contract or
proposed contract is to be considered or has been considered
at a meeting of directors;
(b) if the officer becomes interested after a contract is made,
forthwith after he becomes so interested; or
(c) if a person who is interested in a contract later becomes an
officer, forthwith after he becomes an officer.
8.04 Time of disclosure in other cases. If a material contract or
proposed material contract is one that, in the ordinary course of the
Corporation's business, would not require approval by the directors or
shareholders, a director or officer shall disclose in writing to the
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Corporation or request to have entered in the minutes of meetings of the board
the nature and extent of his interest forthwith after the director or officer
becomes aware of the contract or proposed contract.
8.05 Voting by interested director. A director referred to in
Section 8.01 hereof shall not vote on any resolution to approve the contract
unless the contract is
(a) an arrangement by way of security for money lent to or
obligations undertaken by him for the benefit of the
Corporation or an affiliate;
(b) one relating primarily to his remuneration as a director,
officer, employee or agent of the Corporation or an
affiliate;
(c) one for indemnity or insurance under Article 7; or
(d) one with an affiliate.
8.06 Nature of disclosure. For the purposes of this Article, a general
notice to the directors by a director or officer, declaring that he is a
director or officer of or has a material interest in a person and is to be
regarded as interested in any contract made with that person, is a sufficient
declaration of interest in relation to any contract so made.
9. Officers
9.01 Officers. The board may, annually or as often as may be required,
by resolution appoint a President or a Chairman of the Board, and a Secretary.
In addition, the board may from time to time by resolution appoint such other
officers as the board determines to be necessary or advisable in the interests
of the Corporation, which officers shall have such authority and shall perform
such duties as are hereinafter specified or as may from time to time be
prescribed by resolution of the board. None of the said officers need be a
member of the board. Any two of the aforesaid offices may be held by the same
person except those of President and Vice-President.
9.02 Appointment of President or Chairman of the Board and Secretary.
At the first meeting of the board after each annual meeting of shareholders, the
board may appoint a President or a Chairman of the Board, and a Secretary. In
default of any such appointment the then incumbent shall hold office until his
successor is appointed.
9.03 Remuneration and removal of officers. The remuneration of all
officers may be determined from time to time by the board. The fact that any
officer is a director or shareholder shall not disqualify him from receiving
such remuneration. All officers shall be subject to removal by resolution of the
board at any time.
9.04 Delegation of duties of officers. In case of the absence or
inability to act of the Chairman of the Board, the President, a Vice-President
or any other officer of the Corporation, or for any other reason that the board
may deem sufficient, the board may delegate the powers of such officer to any
other person for the time being.
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Reference from Section 10.18(1) to Section 9.05 of Form 2:01.4
9.05 Chairman of the Board. The Chairman of the Board shall, if
present, preside at all meetings of the board and shareholders. He shall sign
all instruments which require his signature and shall perform all duties
incident to his office, and shall have such other powers and duties as may from
time to time be assigned to him by the board.
9.06 President. The President shall, if present, preside at a meeting
of directors or shareholders. He shall sign all instruments which require his
signature and shall perform all duties incident to his office, and shall have
such other powers and duties as may from time to time be assigned to him by the
board.
9.07 Managing Director. The directors may appoint from their number a
Managing Director who is a resident Canadian and may delegate to such Managing
Director any of the powers of the board (except power to do anything referred to
in subsection (4) of Section 5.03).
9.08 General Manager. The General Manager shall have such powers to
manage the business of the Corporation (except power to do anything referred to
in subsection (4) of Section 5.03) as may from time to time be prescribed by
resolution of the board.
9.09 Vice-President. During the President's absence or inability or
refusal to act, the President's duties may be performed and his powers may be
exercised by the Vice-President, or if there are more than one, by the
Vice-Presidents in order of seniority or designation (as determined by the
board), except that no Vice-President shall preside at a meeting of the board
unless he is a director. A Vice-President shall also perform such duties and
exercise such powers as may from time to time be prescribed by resolution of the
board.
9.10 Secretary. The Secretary shall give, or cause to be given, all
notices required to be given to shareholders, directors, auditors and members of
committees. He shall enter or cause to be entered in the books kept for that
purpose minutes of all proceedings at the meetings of directors and of
shareholders. He shall be responsible for the custody of the corporate seal (if
any) of the Corporation and of all records belonging to the Corporation. He
shall perform such other duties as may from time to time be prescribed by
resolution of the board.
9.11 Treasurer. The Treasurer shall have the care and custody of all
the funds and securities of the Corporation and shall deposit the same in the
name of the Corporation in such bank or banks or with such depositary or
depositaries as the board may by resolution direct. He shall at all reasonable
times exhibit his books and accounts to any director upon request at the office
of the Corporation during business hours. He shall sign or countersign such
instruments as require his signature and shall perform all duties incident to
his office or that are properly required of him by resolution of the board. He
may be required to give such bond for the faithful performance of his duties as
the board in its uncontrolled discretion may require but no director shall be
liable for failure to require
<PAGE>
any bond or for the insufficiency of any bond or for any loss by reason of the
failure of the Corporation to receive any indemnity thereby provided.
9.12 Assistant Secretary and Assistant Treasurer.
(1) During the Secretary's absence or inability or refusal to act, the
Assistant Secretary (if any) shall perform all the duties of the Secretary. The
Assistant Secretary shall also have such other powers and duties as may from
time to time be assigned to him by resolution of the board.
(2) During the Treasurer's absence or inability or refusal to act, the
Assistant Treasurer (if any) shall perform all the duties of the Treasurer. The
Assistant Treasurer shall also have such other powers and duties as may from
time to time be assigned to him by resolution of the board.
9.13 Delegation of board powers. The board may from time to time by
resolution delegate to any officer or officers power to manage the business of
the Corporation except power to do anything referred to in subsection (4) of
Section 5.03.
9.14 Vacancies. If any office of the Corporation shall for any reason
be or become vacant, the directors by resolution may appoint a person to fill
such vacancy.
9.15 Variation of duties. Notwithstanding the foregoing, from time to
time the board may by resolution vary, add to or limit the powers and duties of
an office or of an officer occupying any office.
9.16 Chief Executive Officer.
Reference from Section 9.16(2) to Section 9.16(1) of Form 2:01.4
(1) The board may by resolution designate any one of the officers as
the chief executive officer of the Corporation and may from time to time by
resolution rescind any such designation and designate another officer as the
chief executive officer of the Corporation. If the board shall fail to designate
one of the officers as the chief executive officer of the Corporation or if at
any time or from time to time the board shall rescind any such designation
without designating another officer as the chief executive officer of the
Corporation, the President shall be deemed to have been designated the chief
executive officer of the Corporation until the board designates another officer
as the chief executive officer of the Corporation.
(2) The officer designated or deemed to have been designated as the
chief executive officer of the Corporation pursuant to subsection (1) of this
Section shall exercise general supervision over the affairs of the Corporation.
10. Meetings of Shareholders
10.01 Calling of meetings. A meeting of shareholders may be called at
any time by resolution of the board or by the Chairman of the Board or the
President and the Secretary shall cause notice of a meeting of shareholders
<PAGE>
to be given when directed so to do by resolution of the board or by the Chairman
of the Board or the President.
10.02 Annual meetings. The board shall call an annual meeting of
shareholders not later than eighteen months after the Corporation comes into
existence and subsequently not later than fifteen months after holding the last
preceding annual meeting.
10.03 Special meetings. A special meeting of shareholders may be called
at any time and may be held in conjunction with an annual meeting of
shareholders.
10.04 Place of meetings.
Reference from Section 10.04(2) to Section 10.04(1) of Form 2:01.4
(1) Meetings of shareholders shall be held at the place within Canada
determined by the board from time to time.
(2) Notwithstanding subsection (1) of this section, a meeting of
shareholders may be held outside Canada if all the shareholders entitled to vote
at that meeting so agree, and a shareholder who attends a meeting of
shareholders held outside Canada is deemed to have so agreed except when he
attends the meeting for the express purpose of objecting to the transaction of
any business on the grounds that the meeting is not lawfully held.
10.05 Giving of notice. A printed, written or typewritten notice of
each meeting of shareholders shall be given in accordance with Section 14.01 to
the Chairman of the Board, the President, the Secretary, each director and the
auditor of the Corporation and to each shareholder entitled to vote at such
meeting not less than twenty-one days (exclusive of the day on which the notice
is given and of the day of such meeting) and not more than fifty days (inclusive
of the day on which the notice is given and of the day of such meeting) before
the meeting.
10.06 Contents of notice. The notice of a meeting of shareholders shall
state
(a) the day, time and place of the meeting,
(b) the nature of the special business (if any) to be transacted
at the meeting in sufficient detail to permit a shareholder
to form a reasoned judgment thereon, and
(c) the text of any special resolution to be submitted to the
meeting.
10.07 Waiver of notice. A shareholder and any other person entitled to
attend a meeting of shareholders may in any manner and either before or after
such meeting waive notice of such meeting, and attendance of any such
shareholder or person at a meeting of shareholders is a waiver of notice of the
meeting except where he attends the meeting for the express purpose of objecting
to the transaction of any business on the grounds that the meeting is not
lawfully called.
<PAGE>
Reference from Section 10.24 to Section 10.08 of Form 2:01.4.
10.08 Notice of adjourned meetings.
(1) If a meeting of shareholders is adjourned for less than thirty
days, it is not necessary to give notice of the adjourned meeting other than by
announcement at the earliest meeting that is adjourned.
(2) If a meeting of shareholders is adjourned by one or more
adjournments for an aggregate of thirty days or more, notice of the adjourned
meeting shall be given as for an original meeting.
Reference from Sections 10.10, 10.11(1)(a) and 10.12(1), (2) to Section 10.09 of
Form 2:01.4
10.09 Record date for notice.
Reference from Section 10.09(2) to Section 10.09(1) of Form 2:01.4
(1) The board may from time to time by resolution fix in advance a date
as the record date for the determination of the shareholders entitled to receive
notice of any meeting of the shareholders, which record date shall not precede
by more than fifty days or by less than twenty-one days the date on which the
meeting is to be held. Where no such record date for the determination of the
shareholders entitled to receive notice of a meeting of the shareholders is
fixed by the directors as aforesaid, such record date shall be
(a) at the close of business on the day immediately preceding
the day on which notice of such meeting is given, or
(b) if no notice of such meeting is given, the date on which
such meeting is held.
(2) If a record date is fixed pursuant to subsection (1) of this
Section, notice thereof shall be given in accordance with Section 12.03, unless
notice of the record date is waived in writing by every holder of a share of the
class or series affected whose name is set out in the securities register of the
Corporation at the close of business on the day the board fixes the record date.
10.10 Omission of notice. Accidental omission to give notice of any
meeting to any person entitled thereto or the non-receipt of any notice by any
such person shall not invalidate any resolution passed or any proceedings taken
at any meeting.
10.11 Shareholders' list.
Reference from Section 10.11(2) to Section 10.11(1) of Form 2:01.4
(1) The Corporation shall prepare a list of shareholders entitled to
receive notice of a meeting, arranged in alphabetical order and showing the
number and class of shares held by each shareholder,
Reference from Section 10.12(1), (2) to Section 10.11(1)(a) of Form 2:01.4
<PAGE>
(a) if a record date with respect to such meeting is fixed under
Section 10.09, not later than ten days after that date; or
(b) if no record date with respect to such meeting is so fixed,
(i) at the close of business on the day immediately
preceding the day on which notice is given, or,
(ii) where no notice is given, the day on which such
meeting is held.
(2) A shareholder may examine any list of shareholders prepared under
subsection (1) of this Section
(a) during usual business hours at the registered office of the
Corporation or at the place where its central securities
register is maintained; and
(b) at the meeting of shareholders to which the list relates.
10.12 Shareholders entitled to vote.
(1) Where a record date with respect to a meeting of shareholders is
fixed under Section 10.09, a person named in the list prepared under paragraph
(a) of subsection (1) of Section 10.11 is entitled to vote the shares shown
opposite his name at the meeting to which the list relates, except to the extent
that
(a) the person has transferred the ownership of any of his shares
after the record date, and
(b) the transferee of those shares
(i) produces properly endorsed share certificates, or
(ii) otherwise establishes that he owns the shares and
demands, not later than ten [or a lesser number]
days before the meeting, that his name be included
in the list before the meeting
in which case the transferee is entitled to vote his shares at the meeting.
(2) Where a record date with respect to a meeting of shareholders is
not fixed under Section 10.09, a person named in a list prepared under paragraph
(b) of Subsection (1) of Section 10.11 is entitled to vote the shares shown
opposite his name at the meeting to which the list relates, except to the extent
that
(a) the person has transferred the ownership of any of his shares
after the date, and
(b) the transferee of those shares
<PAGE>
(i) produces properly endorsed share certificates, or
(ii) otherwise establishes that he owns the shares
and demands, not later than ten [or a lesser number] days before the
meeting, that his name be included in the list before the meeting
in which case the transferee is entitled to vote his shares at the meeting.
10.13 Persons entitled to be present. The only persons entitled to
attend a meeting of shareholders shall be those entitled to vote thereat and the
Chairman of the Board, the President, the Secretary, the directors, the
scrutineer or scrutineers and the auditor of the Corporation and others who
although not entitled to vote are entitled or required under any provisions of
the Act or the 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.
10.14 Proxies.
(1) A shareholder entitled to vote at a meeting of shareholders may by
means of a proxy appoint a proxyholder and one or more alternate proxyholders
who are not required to be shareholders to attend and act at the meeting in the
manner and to the extent authorized by the proxy and with the authority
conferred by the proxy. A proxy shall be executed by the shareholder or by his
attorney authorized in writing.
(2) A proxy shall contain the date thereof and the appointment and name
of the proxyholder and may contain a revocation of a former proxy and
restrictions, limitations or instructions as to the manner in which the shares
in respect of which the proxy is given are to be voted or a restriction or
limitation as to the number of shares in respect of which the proxy is given.
(3) A proxy is valid only at the meeting in respect of which it is
given or any adjournment thereof.
10.15 Revocation of proxies.
(1) In addition to revocation in any other manner permitted by law, a
shareholder may revoke a proxy by depositing an instrument in writing executed
by the shareholder or by his attorney duly authorized in writing
(a) at the registered office of the Corporation at any time up
to and including the last business day preceding the day of
the meeting, or an adjournment thereof, at which the proxy
is to be used, or
(b) with the chairman of the meeting on the day of the meeting
or an adjournment thereof.
(2) If a person who executes a proxy attends in person at the meeting,
or any adjournment of the meeting, at which the proxy is to be used, the proxy
is thereupon revoked.
<PAGE>
10.16 Deposit of proxies.
(1) The board may specify in a notice calling a meeting of shareholders
a time not exceeding forty-eight hours, excluding Saturdays, Sundays and
statutory holidays in the jurisdiction in which the registered office of the
Corporation is situate, preceding the meeting or an adjournment thereof before
which time proxies to be used at the meeting must be deposited with the
Corporation or its agent.
(2) The board may from time to time pass resolutions establishing
regulations regarding the lodging of proxies at some place or places other than
the place at which a meeting or adjourned meeting of shareholders is to be held
and for particulars of such proxies to be cabled or telegraphed or sent in
writing before the meeting or adjourned meeting to the Corporation or any agent
of the Corporation for the purpose of receiving such particulars and providing
that proxies so lodged may be voted upon as though the proxies themselves were
produced at the meeting or adjourned meeting, and votes given in accordance with
such regulations shall be valid and shall be counted. The chairman of any
meeting of shareholders may, subject to any regulations made as aforesaid, in
his discretion accept telegraphic or cable or written communication as to the
authority of anyone claiming to vote on behalf of and to represent a shareholder
notwithstanding that no proxy conferring such authority has been lodged with the
Corporation, and any votes given in accordance with such telegraphic or cable or
written communication accepted by the chairman shall be valid and shall be
counted.
10.17 Joint shareholders. If two or more persons hold shares jointly,
one of those holders present at a meeting of shareholders may, in the absence of
the others, vote the shares, but if two or more of those persons who are
present, in person or by proxy, vote, they shall vote as one on the shares
jointly held by them.
10.18 Chairman and Secretary.
(1) Subject to the provisions of this Section and of Section 9.05, the
President, or in his absence a Vice-President who is a director, shall preside
as chairman at each meeting of shareholders. In the event that the Chairman of
the Board (if any), the President and each Vice-President who is a director
(a) are not present at a meeting within fifteen minutes after
the time appointed for the holding of the meeting, or
(b) are unable or refuse to preside as chairman at such meeting,
the shareholders present shall by a show of hands choose a person from their
number to be the chairman.
(2) The Secretary shall be the secretary of any meeting of shareholders
but if the Secretary is not present the chairman shall appoint some person who
need not be a shareholder to act as secretary of the meeting.
10.19 Scrutineers. The chairman of any meeting of shareholders may
appoint one or more persons to act as scrutineer or scrutineers at such
<PAGE>
meeting and in that capacity to report to the chairman such information as to
attendance, representation, voting and other matters at the meeting as the
chairman shall direct.
10.20 Votes to govern. At all meetings of shareholders every question
shall, unless otherwise required by law, the Articles or the by-laws, be decided
by the majority of the votes duly cast on the question, and in the case of an
equality of votes, the chairman presiding at the meeting (if he is a shareholder
entitled to vote at the meeting) shall both on a show of hands and on a ballot
[have or not have] a second or casting vote in addition to the vote or votes to
which he may be entitled as a shareholder.
10.21 Show of hands. At all meetings of shareholders, every question
submitted to the meeting shall be decided by a show of hands unless a ballot
thereon is required by the chairman or is demanded by any shareholder present in
person or represented by proxy and entitled to vote. Upon a show of hands every
person present who is either a shareholder entitled to vote or the duly
appointed proxyholder of such a shareholder shall have one vote. Either before
or after a vote by a show of hands has been taken upon any question the chairman
may require, or any shareholder present in person or represented by proxy and
entitled to vote may demand, a ballot thereon. 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 proceedings at the meeting shall
be prima facie evidence of the fact without proof of the number or proportion of
the 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 the meeting. A demand for a ballot may be withdrawn at any time
prior to the taking of the ballot.
10.22 Ballots. If a ballot is required by the chairman of the meeting
or is duly demanded by any shareholder or proxyholder and the demand is not
withdrawn, a ballot upon the question shall be taken in such manner and at such
time as the chairman of the meeting shall direct.
10.23 Votes on ballots. Upon a ballot each shareholder who is present
in person or represented by proxy shall be entitled to one vote for each share
in respect of which he is entitled to vote at the meeting and the result of the
ballot shall be the decision of the meeting.
10.24 Adjournment. The chairman may with the consent of any meeting
adjourn such meeting from time to time. Subject to Section 10.08, no notice of
the adjournment of a meeting or of the adjourned meeting need be given to the
shareholders and any business may be brought before or dealt with at any
adjourned meeting which might have been brought before or dealt with at the
original meeting in accordance with the notice calling such meeting.
10.25 Quorum.
(1) At any meeting of shareholders, the shareholder or shareholders
present in person or represented by proxy and entitled to attend and vote at
such meeting shall be a quorum for the choice of a chairman (if required) and
<PAGE>
for the adjournment of the meeting. Subject to subsection (2) of this Section,
for all other purposes a quorum for any meeting of shareholders (unless a
greater number of shareholders and/or a greater number of shares are required by
the Act or by the Articles or by-laws) shall be two individuals present in
person, each of whom is either a shareholder entitled to attend and vote at such
meeting or a proxyholder appointed by such a shareholder, holding or
representing by proxy not less than % of the total number of the issued
shares of the Corporation for the time being enjoying voting rights at such
meeting. No business shall be transacted at any meeting while the requisite
quorum is not present.
Reference from Section 10.25(1) to Section 10.25(2) of Form 2:01.4
(2) If the Corporation has only one shareholder or only one shareholder
of any class or series of shares, the shareholder present in person or
represented by proxy constitutes a meeting.
11. Shares and Transfers
11.01 Issue. Subject to the provisions of the Act and of the Articles,
shares of the Corporation may be issued at such times and to such persons and
for such consideration as the directors shall by resolution determine. A share
shall not be issued until it is fully paid in money or in property or past
services that are the fair equivalent of the money that the Corporation would
have received if the share had been issued for money.
11.02 Commissions. The board acting honestly and in good faith with a
view to the best interests of the Corporation may authorize the Corporation to
pay a commission to any person in consideration of his purchasing or agreeing to
purchase shares of the Corporation from the Corporation or from any other
person, or procuring or agreeing to procure purchasers for any such shares.
11.03 Lien for indebtedness. The Corporation has a lien on a share or
shares registered in the name of a shareholder or his legal representative for a
debt of that shareholder to the Corporation and the right of the Corporation to
the lien shall be noted conspicuously on every security certificate. The board
may refuse to permit the registration of a transfer of any share or shares of
the Corporation registered in the name of a shareholder who is indebted to the
Corporation.
Reference from Section 2.04(4) to Section 11.04 of Form 2:01.4
11.04 Certificates.
(1) Share certificates for shares of the Corporation (and the form of
stock transfer power on the reverse side thereof) shall (subject to compliance
with the provisions of the Act) be in such form as the board may from time to
time by resolution approve. Unless otherwise provided by resolution of the
board, such certificates shall be signed manually by the Chairman of the Board,
the President or a Vice-President and the Secretary or an Assistant Secretary
(if any) holding office at the time of signing and notwithstanding any change in
the persons holding such offices between the time of actual signing and the
issuance of any certificate and
<PAGE>
notwithstanding that the Chairman of the Board, the President or Vice-President
or Secretary or Assistant Secretary signing may not have held office at the date
of the issuance of such certificate, any such certificate so signed shall be
valid and binding upon the Corporation.
(2) Notwithstanding the provisions of Section 2.04 of this by-law, the
signature of the Chairman of the Board or the President or a Vice-President may
be printed, engraved, lithographed or otherwise mechanically reproduced upon
certificates for shares of the Corporation and certificates so signed shall be
deemed to have been manually signed by the Chairman of the Board or the
President or Vice-President whose signature is so printed, engraved,
lithographed or otherwise mechanically reproduced thereon and shall be as valid
as if they had been signed manually. Where the Corporation has appointed a
registrar, transfer agent or branch transfer agent the signature of the
Secretary or Assistant Secretary may also be printed, engraved, lithographed or
otherwise mechanically reproduced and when manually countersigned by or on
behalf of a registrar, transfer agent or branch transfer agent share
certificates so signed shall be as valid as if they had been signed manually.
11.05 Agent to maintain securities registers. The Corporation may from
time to time, if authorized by resolution of the board, appoint or remove one or
more agents to maintain the securities register referred to in Section 13.01 or
a branch securities register for the shares of the Corporation or any class or
series thereof. Subject to compliance with the provisions of the Act, the board
may by resolution provide for the transfer and the registration of transfers of
shares of the Corporation in one or more places and such agents shall keep all
necessary books and registers of the Corporation for the registration and
transfer of such shares of the Corporation. All share certificates issued by the
Corporation for shares for which an agent has been appointed as aforesaid shall
be countersigned by or on behalf of one of the said agents.
11.06 Transfer of shares. Subject to the restrictions on transfer, if
any, set forth in the Articles and by-laws, shares of the Corporation shall be
transferable on the books of the Corporation in accordance with the applicable
provisions of the Act.
11.07 Defaced, destroyed, stolen or lost certificates. Where the owner
of a share or shares of the Corporation claims that the certificate for such
share or shares has been defaced, lost, apparently destroyed or wrongfully
taken, the Corporation shall issue a new share certificate in place of the
original share certificate if such owner
(a) so requests before the Corporation has notice that shares
represented by the original certificate have been acquired by
a purchaser for value without notice of an adverse claim;
(b) furnishes the Corporation with an indemnity bond sufficient in
the Corporation's opinion to protect the Corporation and any
transfer agent, branch transfer agent, registrar or other
agent from any loss that it or they might suffer by complying
with the request to issue a new share certificate; and
<PAGE>
(c) satisfies any other reasonable requirements imposed by the
Corporation.
12. Record dates
Reference from Sections 12.02, 12.03 and 12.04 to Section 12.01 of Form 2:01.4
12.01 Fixing record dates. For the purpose of determining shareholders
(a) entitled to receive payment of a dividend,
(b) entitled to participate in liquidation distribution, or
(c) for any other purpose except the right to receive notice of
or to vote at a meeting,
the board may fix in advance a date as the record date for such determination of
shareholders, but such record date shall not precede by more than fifty days the
particular action to be taken.
12.02 No record date fixed. If no record date is fixed pursuant to
Section 12.01, the record date for the determination of shareholders for any
purpose (except the right to receive notice of or to vote at a meeting) shall be
at the close of business on the day on which the board passes the resolution
relating thereto.
Reference from Section 10.09(2) to Section 12.03 of Form 2:01.4
12.03 Notice of record date. If a record date is fixed pursuant to
Section 12.01, notice thereof shall, not less than seven days before the date so
fixed, be given
(a) by advertisement in a newspaper published or distributed in
the place where the Corporation has its registered office and
in each place in Canada where it has a transfer agent or where
a transfer of its shares may be recorded, and
(b) by written notice to each stock exchange in Canada on which
the shares of the Corporation are listed for trading,
unless notice of the record date is waived in writing by every holder of a share
of the class or series affected whose name is set out in the securities register
at the close of business on the day the board fixes the record date.
12.04 Effect of record date. In every case where a record date is fixed
pursuant to Section 12.01 in respect of the payment of a dividend, the making of
a liquidation distribution or the issue of warrants or other rights to subscribe
for shares or other securities, only shareholders of record at the record date
shall be entitled to receive such dividend, liquidation distribution, warrants
or other rights.
13. Corporate Records and Information
<PAGE>
Reference from Section 11.05(a) to Section 13.01 of Form 2:01.4
13.01 Keeping of corporate records.
(1) The Corporation shall prepare and maintain, at its registered
office or at any other place in Canada designated by resolution of the board,
records containing
(a) the Articles and the by-laws, and all amendments thereto,
and a copy of any unanimous shareholder agreement;
(b) minutes of meetings and resolutions of shareholders;
(c) copies of all notices relating to the first directors and
any change among the board; and
(d) a securities register in which are recorded the securities
issued by the Corporation in registered form, showing with
respect to each class of securities
(i) the names, alphabetically arranged, and the latest
known address of each person who is or has been a
security holder,
(ii) the number of securities held by each security
holder, and
(iii) the date and particulars of the issue and transfer
of each security.
(2) In addition to the records described in subsection (1) of this
Section, the Corporation shall prepare and maintain adequate accounting records
and records containing minutes of meetings and resolutions of the board and any
committee thereof. The records described in this subsection shall be kept at the
registered office of the Corporation or at such other place as the board think
fit and shall at all reasonable times be open to inspection by the board.
13.02 Access to corporate records. Shareholders and creditors of the
Corporation and their agents and legal representatives may examine the records
referred to in subsection (1) of Section 13.01 during the usual business hours
of the Corporation and may take extracts therefrom free of charge. If the
Corporation is a distributing corporation (as defined in the Act), any other
person may examine such records during the usual business hours of the
Corporation and may take extracts therefrom upon payment of a reasonable fee.
13.03 Copies of certain corporate records. A shareholder of the
Corporation is entitled upon request and without charge to one copy of the
Articles and by-laws and of any unanimous shareholder agreement.
13.04 Examination of financial statements. Subject to the Act, if the
Corporation has one or more subsidiaries, shareholders of the Corporation and
their agents and legal representatives may upon request therefor, examine the
financial statements of the Corporation and each subsidiary during usual
business hours of the Corporation, and may make extracts therefrom free of
charge.
<PAGE>
13.05 No discovery of information. Except as specifically provided for
in this Article, no shareholder shall be entitled to any information respecting
any details or conduct of the Corporation's business which in the opinion of the
board would be inexpedient or inadvisable in the interests of the shareholders
to communicate to the public.
13.06 Conditions for inspection. The board may from time to time by
resolution determine whether and to what extent and at what times and place and
under what conditions or regulations the accounts and books 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 account or book or document of
the Corporation, except as specifically provided for in this Article or as
otherwise provided for by statute or as authorized by resolution of the board.
14. Notices
Reference from Sections 5.03(1) and 10.05 to Section 14.01 of Form 2:01.4
14.01 Method of giving notice. Any notice, communication or other
document to be given by the Corporation to a shareholder, director, officer, or
auditor of the Corporation under any provision of the Act, the Articles or
by-laws shall be sufficiently given if delivered personally to the person to
whom it is to be given or if delivered to his latest address as shown in the
records of the Corporation or if mailed by prepaid ordinary mail or air mail in
a sealed envelope addressed to him at his latest address as shown in the records
of the Corporation or if sent to such person, at the latest applicable number
for such person as shown in the records of the Corporation, by any means of wire
or wireless or any other form of transmitted or recorded communication. The
Secretary may change the address on the records of the Corporation of any
shareholder in accordance with any information believed by him to be reliable. A
notice, communication or document so delivered shall be deemed to have been
given when it is delivered personally or at the address aforesaid. A notice,
communication or document so mailed shall be deemed to have been given on the
day it is deposited in a post office or public letter box. A notice sent by any
means of wire or wireless or any other form of transmitted or recorded
communication shall be deemed to have been given on the day on which it is
transmitted.
14.02 Shares registered in more than one name. All notices or other
documents with respect to any shares of the Corporation registered in the names
of several persons as joint shareholders shall be given to whichever of such
persons is named first on the records of the Corporation and any notice or other
document so given shall be sufficient notice or delivery of such document to all
the holders of such shares.
14.03 Persons becoming entitled by operation of law. Every person who
by operation of law, transfer or by any other means whatsoever shall become
entitled to any share or shares of the Corporation shall be bound by every
notice or other document in respect of such share or shares which, previous to
his name and address being entered on the records of the Corporation in respect
of such share or shares, shall be duly given to the person or persons from whom
he derives his title to such share or shares.
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14.04 Deceased shareholder. Any notice or document delivered or sent by
mail or left at the address of any shareholder as such address appears on the
records of the Corporation shall, notwithstanding that such shareholder is then
deceased and whether or not the Corporation has notice of his death, be deemed
to have been duly given or served in respect of the shares whether held solely
or jointly with other persons by such shareholder until some other person is
entered in his stead on the records of the Corporation as the holder or one of
the joint holders thereof and such service of such notice shall for all purposes
be deemed a sufficient service of such notice or document on his heirs, legal
representatives, executors or administrators and on all persons, if any,
interested with him in such shares.
14.05 Signature to notice. The signature to any notice to be given by
the Corporation may be written, stamped, typewritten, printed or otherwise
mechanically reproduced in whole or in part.
14.06 Proof of service. A certificate of the Chairman of the Board, the
President, a Vice-President, the Secretary or the Treasurer or of any other
officer in office at the time of the making of the certificate or of a transfer
officer of any registrar and transfer agent or branch transfer agent of shares
of any class of the Corporation as to facts in relation to the delivery or
mailing or service of any notice or other document to any shareholder, director,
officer or auditor or publication of any notice or other document shall be
conclusive evidence thereof and shall be binding on every shareholder, director
and officer and on the auditor of the Corporation.
14.07 Computation of time. Except as otherwise expressly provided in
the Articles or by-laws, where a given number of days' notice or notice
extending over any period is required to be given, the day of service or mailing
of the notice shall be counted in such number of days or other period.
15. Effective Date
15.01 Coming into force. This by-law shall come into force upon, and
only upon, being confirmed by the shareholders entitled to vote thereon in
accordance with the Act.
15.02 Repeal. By-law No. of the Corporation shall be repealed
as of the effective date of this by-law. Such repeal shall not affect the
previous operation of any by-law so repealed or affect the validity of any act
done or right, privilege, obligation or liability acquired or incurred under or
the validity of any contract or agreement made pursuant to any such by-law prior
to its repeal. All officers and persons acting under any by-law so repealed
shall continue to act as if appointed under the provisions of this by-law and
all resolutions with continuing effect of the board, shareholders or committees
passed under any repealed by-law shall continue to be good and valid except to
the extent inconsistent with this by-law and until amended or repealed. The
repeal of the aforesaid by-laws hereby shall not revive any by-law not in force
at the time at which the repeal of such
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by-law takes effect.
EFFECTIVE this day of , 2000
Witness the Corporate Seal of the Corporation.
YUVAL BARZAKAY
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YUVAL BARZAKAY
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