EXHIBIT 4
_________
BY-LAW NO. 1
A by-law relating generally to the transaction of the business and
affairs of VESCAN EQUITIES INC.
CONTENTS
One - Interpretation
Two - Business of the Corporation
Three - Borrowing and Securities
Four - Directors
Five - Committees
Six - Officers
Seven - Protection of Directors,
Officers and Others
Eight - Shares
Nine - Dividends and rights
Ten - Meetings of Shareholders
Eleven - Divisions and Departments
Twelve - Notices
Thirteen - Minutes, Documents & Records
Fourteen - Accounts
Fifteen - Effective Date (and Repeal)
BE IT ENACTED as a by-law of the Corporation as follows:
SECTION ONE
INTERPRETATION
1.01 Definitions - In the by-laws of the Corporation, unless the
context otherwise requires:
"Act" means the Canada Business Corporations Act, and any statute
that may be substituted therefor, as from time to time amended;
"appoint" includes "elect" and vice versa;
articles" means the articles attached to the Certificate of
Continuance dated June 18, 1980 of the Corporation as from time to
time amended or restated;
"board" means the board of directors of the Corporation;
"by-laws" means this by-law and all other by-laws of the Corporation
from time to time in force and effect;
"Corporation" means the corporation incorporated by certificate of
incorporation under the Act and currently named Vescan Industries Inc.
"meeting of shareholders" means an annual meeting of shareholders
and a special meeting of shareholders; "special meeting of
shareholders" means a special meeting of all shareholders entitled
to vote at an annual meeting of shareholders;
"non-business day" means Saturday, Sunday and any other day that is
a holiday as defined in the Interpretation Act (Canada);
"recorded address" means in the case of a shareholder his address as
recorded in the securities register; and in the case of joint
shareholders the address appearing in the securities register in
respect of such joint holding or the first address so appearing if
there are more than one; and in the case of a director, officer,
auditor or member of a committee of the board, his latest address as
recorded in the records of the Corporation;
"signing officer" means, in relation to any instrument, any person
authorized to sign the same on behalf of the Corporation by section
2.04 or by a resolution passed pursuant thereto;
"unanimous shareholder agreement" means a written agreement among
all the shareholders of the Corporation, or among all such
shareholders and a person who is not a shareholder, that restricts,
in whole or in part, the powers of the directors to manage the
business and affairs of the Corporation, as from time to time amended;
1.02 Save as aforesaid, words and expressions defined in the Act
have the same meanings when used herein; and
1.03 Words importing the singular number include the plural and
vice versa; words importing gender include the masculine, feminine
and neuter genders; and words importing persons include individuals,
bodies corporate, partnerships, trust and unincorporated organizations.
SECTION TWO
BUSINESS OF THE CORPORATION
2.01 Registered Office - Until changed in accordance with the Act,
the registered office of the Corporation shall be at such location
therein as the board may from time to time determine.
2.02 Corporate Seal - Until changed by the board, the corporate
seal of the Corporation shall be in the form impressed in the margin.
2.03 Financial Year - Until changed by the board, the financial
year of the Corporation shall end on the last day of August in each
year.
2.04 Execution of Instruments - Deeds, transfers, assignments,
contracts, obligations, certificates and other instruments may be
signed on behalf of the Corporation by two persons, one of whom
holds the office of chairman of the board, president, managing
director, vice-president or director and the other of whom holds one
of the said offices or the office of secretary, treasurer, assistant
secretary or assistant treasurer or any other office created by
by-law or by resolution of the board. In addition, the board may
from time to time direct the manner in which the person or persons
by whom any particular instrument or class of instruments may or
shall be signed. Any signing officer may affix the corporate seal
to any instrument requiring the same.
2.05 Certificates - A certificate issued on behalf of the
Corporation stating any fact that is set out in the articles, the
by-laws, a unanimous shareholder agreement, the minutes of the
meetings of the board, a committee of the board or the shareholders,
or in a trust indenture or other contract to which the Corporation
is a party may be signed by a director, an officer or a transfer
agent of the Corporation. The Corporation may issue security
certificates in the form adopted by the board as proof that the
registered holder thereof is the owner of the securities described
in the securities register or in the certificate.
2.06 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 or authorize.
2.07 Voting Rights in Other Bodies Corporate - The signing officers
of the Corporation may execute and deliver proxies and arrange for
the issuance of voting certificates or other evidence of the right
to exercise the voting rights attaching to any securities held by
the Corporation. Such instruments, certificates or other evidence
shall be in favour of such person or persons as may be determined by
the officers executing such proxies or arranging for the issuance of
voting certificates or such other evidence of the right to exercise
such voting rights. In addition, the board may from time to time
direct the manner in which and the person or persons by whom any
particular voting rights or class of voting rights may or shall be
exercised.
2.08 Withholding Information from Shareholders - Subject to the
provisions of the Act, no shareholder shall be entitled to discovery
of any information respecting any details or conduct of the
Corporation's business which, in the opinion of the board, it would
be inexpedient in the interests of the shareholders or the
Corporation to communicate to the public. The board may from time
to time determine whether and to what extent and at what time and
place and under what conditions or regulations the accounts, records
and documents of the Corporation or any of them shall be open to the
inspection of shareholders and no shareholder shall have any right
of inspecting any account, record or document of the Corporation
except as conferred by the Act or authorized by the board or by
resolution passed at a general meeting of shareholders.
2.09 Unanimous Shareholder Agreement - A shareholder who is a party
to a unanimous shareholder agreement has all the rights, powers and
duties of a director of the Corporation to the extent that the
agreement restricts the discretion or powers of the board to manage
the business and affairs of the Corporation, and liabilities to the
same extent.
SECTION THREE
BORROWING AND SECURITIES
3.01 Borrowing Power - Without limiting the borrowing powers of the
Corporation as set forth in the Act, the board may from time to time:
(a) borrow money upon the credit of the Corporation;
(b) issue, reissue, sell or pledge bonds, debentures, notes or
other evidence of indebtedness or guarantee of the Corporation,
whether secured or unsecured; and
(c) mortgage, hypothecate, pledge or otherwise create an interest
in or charge upon all or any property (Including the undertaking and
rights) of the Corporation, owned or subsequently acquired, by way
of mortgage, hypothecate, pledge or otherwise, to secure payment of
any such evidence of indebtedness or guarantee of the Corporation.
"Debt obligations" as used in this Paragraph mean bonds, debentures,
notes or other evidences of indebtedness or guarantees of the
Corporation, whether secured or unsecured.
Nothing in this section limits or restricts the borrowing of money
by the Corporation on bills of exchange or promissory notes made,
drawn, accepted or endorsed by or on behalf of the Corporation.
3.02 Delegation - The board may from time to time delegate to such
one or more of the directors and officers of the Corporation as may
be designated by the board all or any of the powers conferred on the
board by section 3.01 or by the Act to such extent and in such
manner as the board shall determine at the time of each such
delegation.
3.03 Financial Assistance - For the purposes of the Act, the
lending of money is in the ordinary course of the business of the
Corporation and the Corporation may give financial assistance by
means of a loan, guarantee or otherwise:
(a) to any person in the ordinary course of business;
(b) to any person on account of expenditures incurred or to be
incurred on behalf of the Corporation;
(c) to a parent company of the Corporation if the Corporation is
wholly owned by such parent corporation;
(d) to a subsidiary of the Corporation;
(e) to employees of the Corporation or any of its affiliates:
(i) to enable or assist them to purchase or erect living
accommodation for their own occupation, or
(ii) in accordance with a plan for the purchase of shares of the
Corporation or any of its affiliates to be held by a trustee.
SECTION FOUR
DIRECTORS
4.01 Number of Directors and Quorum - Until changed in accordance
with the Act, the board shall consist of not fewer than three (3)
and not more than ten (10) directors. Subject to section 4.08, the
quorum for the transaction of business at any meeting of the board
shall consist of a majority of the minimum number of directors or
such greater number of directors as the board may from time to time
determine.
4.02 Qualification - No person shall be qualified for election as a
director if he is less than 18 years of age; if he is of unsound
mind and has been so found by a court in Canada or elsewhere; if he
is not an individual; or if he has the status of a bankrupt. A
director need not be a shareholder. A majority of the directors
shall be resident Canadians.
4.03 Election and Term - The election of directors shall take place
at the first meeting of shareholders and at each annual meeting of
shareholders and all the directors then in office 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 unless the directors or the shareholders
otherwise determine. The election shall be by resolution. If an
election of directors is not held at the proper time, the incumbent
directors shall continue in office until their successors are elected.
4.04 Removal of Directors - Subject to the provisions of the Act,
the shareholders may by resolution passed at a special meeting
remove any director from office and the vacancy created by such
removal may be filled at the same meeting failing which it may be
filled by the directors.
4.05 Vacation of Office - A director ceases to hold office when he
dies; he is removed from office by the shareholders; he ceases to be
qualified for election as a director; or 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.
4.06 Vacancies - Subject to the Act, a quorum of the board may fill
a vacancy in the board, except a vacancy resulting from an increase
in the minimum number of directors or from a failure of the
shareholders to elect the minimum number of directors. In the
absence of a quorum of the board, or if the vacancy has arisen from
a failure of the shareholders to elect the minimum number of
directors, the board shall forthwith call a special meeting of
shareholders to fill the vacancy. If the board fails to call such
meeting or if there are no such directors then in office, any
shareholder may call the meeting.
4.07 Action by the Board - Subject to any unanimous shareholder
agreement, the board shall manage the business and affairs of the
Corporation. Subject to sections 4.08 and 4.09, the powers of the
board may be exercised by resolution passed at a meeting at which a
quorum is present or by resolution in writing signed by all the
directors entitled to vote on that resolution at a meeting of the
board. Where there is a vacancy in the board, the remaining
directors may exercise all the powers of the board so long as a
quorum remains in office. Where the corporation has only one
director, that director may constitute the meeting.
4.08 Resolution in Writing Valid - A resolution in writing signed
by each director shall be as valid and effectual as if it had been
passed at a meeting of the board duly called and held and may be in
one or more counterparts each signed by one or more directors which
together shall be deemed to constitute one resolution in writing.
4.09 Canadian Majority - The board shall not transact business at a
meeting, other than filling a vacancy in the board, unless a
majority of the directors present are resident Canadians, except where:
(a) a resident Canadian director who is unable to be present
approves in writing or by telephone or other communications
facilities the business transacted at the meeting; and
(b) a majority of resident Canadians would have been present had
that director been present at the meeting.
4.10 Meetings by Telephone - If all the directors consent, a
director may participate in a meeting of the board or of a committee
of the board by means of such telephone or other communications
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 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 held while a director holds
office.
4.11 Place of Meetings - Meetings of the board may be held at any
place in or outside Canada.
4.12 Calling of Meetings - Meetings of the board shall be held from
time to time and at such place as the board, the chairman of the
board, the managing director, the president or any two directors may
determine.
4.13 Notice of Meeting - Notice of the time and place of each
meeting of the board shall be given in the manner provided in
section 11.01 to each director not less than 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 the office of auditor;
(c) issue securities;
(d) declare dividends;
(e) purchase, redeem or otherwise acquire shares of 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 directors circular;
(i) approve any annual financial statements; or
(j) adopt, amend or repeal by-laws
A director may in any manner waive notice of or otherwise consent to
a meeting of the board.
4.14 First Meeting of New Board - Provided a quorum of directors is
present, each newly elected board may without notice hold its first
meeting immediately following the meeting of shareholders at which
such board is elected.
4.15 Adjourned Meeting - Notice of an adjourned meeting of the
board is not required if the time and place of the adjourned meeting
is announced at the original meeting.
4.16 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 meeting shall be sent to each
director forthwith after being passed, but no other notice shall be
required for any such regular meeting except where the Act requires
the purpose thereof or the business to be transacted thereat to be
specified.
4.17 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 present at the meeting: chairman
of the board, managing director, president, or a vice-president who
is a director. If no such officer is present, the directors present
shall choose one of their number to be chairman.
4.18 Votes to Govern - At all meetings of the board every question
shall be decided by a majority of the vote cast on the question. In
case of an equality of votes the chairman of the meeting shall (not)
be entitled to a second or casting vote.
4.19 Conflict of Interest - A director or officer who is a party
to, or who is a director or 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 the nature and
extent of his interest 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, and a director
interested in a contract so referred to the board shall not vote on
any resolution to approve the same except as provided by the Act.
4.20 Remuneration and Expenses - Subject to any unanimous
shareholder agreement, 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 traveling
and other expenses properly incurred by them in attending meetings
of the board or any committee thereof. Nothing herein contained
shall preclude any director from serving the Corporation in any
other capacity and receiving remuneration therefor.
4.21 Alternate Directors - Any director may from time to time
appoint any person to be his alternate director. The appointee
while he holds office as an alternate shall be entitled to notice of
meetings of the board and in the absence of the director for whom he
is an alternate to attend and vote thereat as a director or sign any
resolution of the board to be consented to in writing and shall not
be entitled to remuneration otherwise than out of the remuneration
of the director appointing him. Any director may make or revoke an
appointment of his alternate director by notice in writing or by
telegram or cable to be delivered or addressed, postage or other
charges prepaid, to the registered office of the Corporation. No
person shall act as an alternate for more than one director at any
given time and no director may act as an alternate for any other
director.
SECTION FIVE
COMMITTEES
5.01 Committee of Directors - The board may appoint a committee of
directors, however designated, and delegate to such committee any of
the powers of the board except those which, under the Act, a
committee of directors has not authority to exercise. A majority of
the members of such committee shall be resident Canadians.
5.02 Transaction of Business - Subject to the provisions of section
4.09, the powers of a committee of directors may be exercised by a
meeting at which a quorum is present or by resolution in writing
signed by all the members of such committee who would have been
entitled to vote on that resolution at a meeting of the committee.
Meetings of such committee may be held at any place in or outside
Canada.
5.03 Advisory Committees - The board may from time to time appoint
such other committees as it may deem advisable, but the functions
of any such other committees shall be advisory only.
5.04 Procedure - Unless otherwise determined by the board, each
committee shall have the power to fix its quorum at not less than a
majority of its members, to elect its chairman and to regulate its
procedure.
5.05 Appointment and Term - Unless the appointment of an auditor is
dispensed with in accordance with the Act, the board shall appoint
an auditor to hold office until the first annual meeting of
shareholders, and thereafter, the shareholders shall by ordinary
resolution at the first and each succeeding annual meeting appoint
an auditor to hold office until the close of the next annual
meeting, provided that if an auditor is not appointed at a meeting
of shareholders, the incumbent auditor continues in office until his
successor is appointed.
5.06 Qualification - No person shall be qualified to be an auditor
if he is not independent of the Corporation, any of its affiliates,
or the directors or officers of the Corporation or its affiliates,
unless an order of a court of competent jurisdiction exempts him
from such disqualification.
5.07 Remuneration - The remuneration of an auditor may be fixed by
ordinary resolution of the shareholders, or, if not so fixed, may be
fixed by the board.
5.08 Vacation of Office - An auditor ceases to hold office when he
dies; he is removed from office by the shareholders; an order of a
court of competent jurisdiction declares him to be disqualified in
accordance with the Act and the office of an auditor to be vacant;
or 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.
5.09 Removal of Auditor - Subject to the provisions of the Act, the
shareholders may by ordinary resolution passed at a special meeting
remove the auditor from office and the vacancy created by such
removal may be filled at the same meeting, failing which it may be
filled by the board who shall do so forthwith.
5.10 Vacancies - In the absence of a quorum of the board, the board
shall, within 21 days after a vacancy in the office of auditor
occurs, call a special meeting of shareholders to fill the vacancy.
If the board fails to call such meeting or if there are not
directors then in office, any shareholder may call the meeting.
SECTION SIX
OFFICERS
6.01 Appointment- Subject to any unanimous shareholder agreement,
the board may from time to time appoint a president, one or more
vice-presidents (to which title may be added words indicating
seniority or function), a secretary, a treasurer and such other
officers as the board may determine, including one or more
assistants to any of the officers so appointed. The board may
specify the duties of and, in accordance with this by-law and
subject to the provisions of the Act, delegate to such officers
powers to manage the business and affairs of the Corporation.
Subject to sections 6.02 and 6.03, an officer may but need not be a
director and one person may hold more than one office.
6.02 Chairman of the Board - The board may from time to time also
appoint a chairman of the board who shall be a director. If
appointed, the board may assign to him any of the powers and duties
that are by any provisions of this by-law assigned to the managing
director or to the president; and he shall, subject to the
provisions of the Act, have such other powers and duties as the
board may specify. During the absence or disability of the chairman
of the board, his duties shall be performed and his powers exercised
by the managing director, if any, or by the president.
6.03 Managing Director - the board may from time to time appoint a
managing director who shall be a resident Canadian and a director.
If appointed, he shall be the chief executive officer and, subject
to the authority of the board, shall have general supervision of the
business and affairs of the Corporation; and he shall, subject to
the provisions of the Act, have such other powers and duties as the
board may specify. During the absence or disability of the
president, or if no president has been appointed, the managing
director shall also have the powers and duties of that office.
6.04 President - If appointed, the president shall be the chief
operating officer and, subject to the authority of the board, shall
have general supervision of the business of the Corporation; and he
shall have such other powers and duties as the board may specify.
During the absence or disability of the president, or if no
president has been appointed, the managing director shall also have
the powers and duties of that office.
6.05 Vice-President - A vice-president shall have such powers and
duties as the board or the chief executive officer may specify.
6.06 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 members 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 or the chief executive officer
may specify.
6.07 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 disbursement of the
funds of the Corporation; he shall render to the board whenever
required an account of all his transactions as treasurer and of the
financial position of the Corporation; and he shall have such other
powers and duties as the board or the chief executive officer may
specify.
6.08 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 or the chief executive officer 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 or the chief executive officer other wise directs.
6.09 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.
6.10 Term of Office - The board, in its discretion, may remove any
officer of the Corporation, without prejudice to such officers
rights under any employment contract. Otherwise each officer
appointed by the board shall hold office until his successor is
appointed.
6.11 Terms of Employment and Remuneration - The terms of employment
and the remuneration of officers appointed by the board shall be
settled by it from time to time.
6.12 Conflict of Interest - An officer shall disclose his interest
in any material contract or proposed material contract with the
Corporation in accordance with section 4.18.
6.13 Agents and Attorneys - The board shall have the power from
time to time to appoint agents or attorneys for the Corporation in
or outside Canada with such powers of management or otherwise
(including the power to sub-delegate) as may be thought fit.
6.14 Fidelity Bonds - The board may require such officers,
employees and agents of the Corporation as the board deems advisable
to furnish bonds for the faithful discharge of their powers and
duties, in such form and with such surety as the board may from time
to time determine.
SECTION SEVEN
PROTECTION OF DIRECTORS, OFFICERS AND OTHERS
7.01 Limitation of Liability - No director or officer 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
other 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 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 the Corporation shall be
invested, or for any loss or damage arising from the bankruptcy,
insolvency or tortious acts of any person with whom any of the
moneys, securities or effects of the Corporation shall be deposited,
or for any loss occasioned by any error of judgement or oversight on
his part, or for any other loss, damage or misfortune whatever which
shall happen in the execution of the duties of his office or in
relation thereto, unless the same are occasioned by his own wilful
neglect or default; 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.
7.02 Indemnity - Subject to the limitations contained in 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 (or a
person who undertakes or has undertaken any liability on behalf of
the Corporation or any such body corporate) and his heirs and legal
representatives, against all costs, charges and expenses, including
an amount paid to settle an action or satisfy a judgement,
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.
7.03 Right to Indemnity - Notwithstanding anything in section 7.02,
the Corporation shall indemnify any person referred to in section
7.02 who has been substantially successful in the defense 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 body corporate against all costs,
charges and expenses reasonably incurred by him as they occur or are
agreed in respect of such action or proceeding.
7.04 Insurance - Subject to the limitations contained in the Act,
the Corporation may purchase and maintain such insurance for the
benefit of its directors and officers as such, as the board may from
time to time determine.
7.05 Reliance on Statements - The directors may rely upon the
accuracy of financial statements of the Corporation represented by
an officer of the Corporation or in a written report of the auditors
of the Corporation fairly to reflect the financial condition of the
Corporation; or a report of a lawyer, accountant, engineer,
appraiser or other person whose profession lends credibility to a
statement made by him, and shall not be held liable for any loss or
damage resulting from the paying of any dividends or otherwise
acting in good faith upon any such statement or report.
SECTION EIGHT
SHARES
8.01 Allotment - The board may from time to time allot or grant
options to purchase the whole or any 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 prescribed
by the Act.
8.02 Commissions - The board may from time to time authorize the
Corporation to pay a 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.
8.03 Share Transfers - Subject to the articles, by-laws, and any
voting trust or other written agreement, any shareholder may
transfer his shares by instrument in writing executed by him or on
his behalf and delivered to the Corporation or its transfer agent.
The instrument of transfer or any shares of the Corporation shall be
in the form, if any, on the reverse of the Corporation's form of
share certificate, or in any form which the board may approve. The
signature of the registered owner of any shares or of his duly
authorized attorney upon the instrument of transfer constitutes an
authority to the Corporation to register the shares specified in the
instrument of transfer in the name of the person named in that
instrument of transfer as transferee or, if no person is so named,
then in any name designated in writing by the person depositing the
share certificate and the instrument of transfer with the
Corporation or its agent.
8.04 Registration of Transfer - Subject to the provisions of the
Act, no transfer of shares shall be registered in a securities
register except upon presentation of the certificate representing
such shares with a transfer endorsed thereon or delivered therewith
duly executed by the registered holder or by his attorney or
successor duly appointed, together with such reasonable assurance or
evidence of signature, identification and authority to transfer as
the board may from time to time prescribe, upon payment of all
applicable taxes and any fees prescribed by the board, upon
compliance with such restrictions on transfer as are authorized by
the articles and upon satisfaction of any lien referred to in
section 8.05.
8.05 Transfer Agents and Registrars - The board may from time to
time appoint a registrar to maintain the securities register and a
transfer agent to maintain the register of transfers and may also
appoint one or more branch registrars to maintain branch securities
registers of transfers, but one person may be appointed both
registrar and transfer agent. The board may at any time terminate
any such appointment.
8.06 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, such lien may be enforced,
subject to any other provision of 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, may
refuse to register a transfer of the whole or any part of such shares.
8.07 Non-recognition of Trusts - Subject to the provisions of the
Act, the Corporation shall treat as absolute owner of any share the
person in whose name the share is registered in the securities
register as if that person had full legal capacity and authority to
exercise all rights of ownership, irrespective of any indication to
the contrary through knowledge or notice or description in the
Corporations records or on the share certificate.
8.08 Share Certificates - Every holder of one or more shares of the
Corporation shall be entitled, at his option, to a share
certificate, or to a non-transferable written acknowledgment of his
right to obtain a share certificate, stating the number and class or
series of shares held by him as shown on the securities register.
Share certificates and acknowledgments of a shareholder's right to
share certificate, respectively, shall be in such form as the board
shall from time to time approve. Any share certificate shall be
signed in accordance with section 2.04 and need not be under the
corporate seal; provided that, unless the board otherwise
determines, certificates representing shares in respect of which a
transfer agent and/or registrar has been appointed shall not be
valid unless countersigned by or on behalf of such transfer agent
and/or registrar. The signature of one of the signing officers or,
in the case of share certificates which are not valid unless
countersigned by or on behalf of a transfer agent and/or registrar,
the signatures of both signing officers, maybe printed or
mechanically reproduced in facsimile upon share certificates and
every such facsimile signature shall for all purposes be deemed to
be the signature of the officer whose signature it reproduces and
shall be binding upon the Corporation. A share certificate executed
as aforesaid shall be valid notwithstanding that one or both of the
officers whose facsimile signature appears thereon no longer holds
office at the date of issue of the certificate.
8.09 Replacement of Share Certificates - The board or any officer
or agent designated by the board may in its or his discretion direct
the issue of a new share certificate in lieu of and upon
cancellation of a share certificate that has been mutilated or in
substitution for a share certificate claimed to have been lost,
destroyed or wrongfully taken on payment of such fee, not exceeding
$3, and on such terms as to indemnity, reimbursement of expenses and
evidence of loss an of title as the board may from time to time
prescribe, whether generally or in any particular case.
8.10 Joint Shareholders - 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 delivery
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.
8.11 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 payment of any dividends thereon 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.
8.12 Transmissions - In the event any person becomes entitled to a
share as a result of the bankruptcy of a holder or of one of the
joint holders of any share or as a result of an order of a court of
competent jurisdiction or otherwise by operation of law, the
Corporation shall not be required to make any entry in the
securities register in respect thereof or to make payment of any
dividends or other monies payable thereon or to issue any warrants
or other rights 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 and the requirements of any voting trust or other written
agreement.
SECTION NINE
DIVIDENDS AND RIGHTS
9.01 Dividends - Subject to the provisions of the Act, the board
may from time to time declare dividends payable to the shareholders
according to their respective rights and interests in the
Corporation. Dividends may be paid in money or property or be
issuing fully paid shares of the Corporation.
9.02 Dividend Cheques - A dividend payable in cash shall be paid by
cheque drawn on the Corporation's bankers or one of them 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 recorded address, unless such
holder otherwise directs. In the case of joint holders the cheque
shall, unless such joint holders otherwise direct, be made payable
to the order of all of such joint holder and mailed to them at their
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.
9.03 Non-receipt of Cheques - In the event of non-receipt of any
dividend cheque by the person to whom it is sent as aforesaid, the
Corporation shall issue to such person a replacement cheque for a
like amount on such terms as to indemnity, reimbursement of expenses
and evidence of non-receipt and of title as the board may from time
to time prescribe, whether generally or in any particular case.
9.04 Record Date for Dividends and Rights - The board may fix in
advance a date, preceding by not more than 50 days the date for the
payment of any dividend or the date for the issue of any warrant or
other evidence of right to subscribe for securities of the
Corporation, as a record date for the determination of the persons
entitled to receive payment of such dividend or to exercise the
right to subscribe for such securities, provided that notice of any
such record date is given, not less than 14 days before such record
date, by newspaper advertisement in the manner provided in the Act.
Where no record date is fixed in advance as aforesaid, the record
date for the determination of the persons entitled to receive
payment of any dividend or to exercise the right to subscribe for
securities of the Corporation shall be at the close of business on
the day on which the resolution relating to such dividend or right
to subscribe is passed by the board.
9.05 Unclaimed Dividends - Any dividend unclaimed after a period of
6 years form the date on which the same has been declared to be
payable shall be forfeited and shall revert to the Corporation.
9.06 Non-Cash Dividends - The board may direct payment of any
dividend wholly or partly by the distribution of specific assets or
of paid-up shares, bonds, debentures or other debt obligations of
the Corporation or in any one or more of those ways and where any
difficulty arises in regard to the distribution the board may settle
the same as it thinks expedient and in particular may fix the value
for distribution of specific assets and may determine that cash
payments shall be made to a shareholder upon the basis of the value
so fixed in place of fractional shares, bonds, debentures or other
debt obligations in order to adjust the rights of all parties and
may vest any of those specific assets in trustees upon such trusts
for the person entitled as may seem expedient to the board.
9.07 Capital Dividends - The board may from time to time capitalize
any undistributed surplus on hand of the Corporation and may from
time to time issue as fully paid any unissued shares or any bonds,
debentures or other debt obligations of the corporation as a
dividend representing such undistributed surplus on hand or any part
of it.
9.08 Setting Aside for Dividends - The board may before declaring
any dividend set aside out of the profits of the Corporation such
sums as it thinks proper as appropriations from income which shall
at the discretion of the board be applicable for meeting
contingencies, equalizing dividends or any other purpose to which
the profits of the Corporation may be properly applied and pending
such application may either be employed in the business of the
corporation or be invested in such investments as the board in its
discretion may from time to time determine.
SECTION TEN
MEETINGS OF SHAREHOLDERS
10.01 Annual Meetings - The annual meeting of shareholders shall be
held at such time in each year and, subject to section 10.03, at
such place as the board, the chairman of the board, the managing
director or the president may from time to time determine, for the
purpose of considering the financial statements and reports required
by the Act to be placed before the annual meeting, electing
directors, appointing auditors and for the transaction of such other
business as may properly be brought before the meeting.
10.02 Special Meetings - The board, the chairman of the board, the
managing director or the president shall have power to call a
special meeting of shareholders at any time.
10.03 Place of Meetings - Meetings of shareholders shall be held at
the registered office of the Corporation or elsewhere in the
municipality in which the registered office is situate or, if the
board shall so determine, at some other place in Canada or, if all
the shareholders entitled to vote at the meeting so agree, at some
place outside Canada.
10.04 Written Consent in Place of Meeting, - Except where a written
statement is submitted by a director or the auditors in accordance
with the Act, if all shareholders entitled to attend and vote at the
annual meeting of the Corporation have either been sent by the
Corporation a copy of the financial statements and reports required
by the Act to be placed before the annual meeting or informed the
Corporation in writing that they do not want a copy of those
documents and consent in writing to the business required to be
transacted at the annual meeting, that business shall be as valid as
if transacted at an annual meeting duly convened and held, and it is
not necessary for the Corporation to hold an annual meeting that year.
10.05 Notice of Meetings - Notice of the time and place of each
meeting of shareholders shall be given in the manner provided in
section 12.01 not less than 21 nor more than 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, if any, 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 auditors report,
election of directors and reappointment of the incumbent auditor
shall state the nature of such business in sufficient detail to
permit the shareholder to form a reasoned judgement thereon and
shall state the text of any special resolution to be submitted to
the meeting. A shareholder may in any manner waive notice of or
otherwise consent to a meeting of shareholders.
10.06 List of Shareholders Entitled to Notice-For every meeting of
shareholders, the Corporation shall prepare a list of shareholders
entitled to receive notice of the meeting, arranged in alphabetical
order and showing the number of shares entitled to vote at the
meeting held by each shareholders. If a record date for the meeting
is fixed pursuant to section 10.07, the shareholders listed shall be
those registered at the close of business on a day not later than 10
days after such record date. If no record date is fixed, the
shareholders listed shall be those registered at the close of
business on the day immediately preceding the day on which notice of
the meeting is given, or where no such notice is given, the day on
which the meeting is held. The list shall be available for
examination by any shareholder during usual business hours at the
registered office of the Corporation or at the place where the
securities register is kept and at the place where the meeting is held.
10.07 Record Date for Notice - The board may fix in advance a
record date, preceding the date of any meeting of shareholders by
not more than 50 days and not less than 21 days, for the
determination of the shareholders entitled to notice of the meeting,
provided that notice of any such record date is given, not less than
14 days before such record date, by newspaper advertisement in the
manner provided in the Act. If no record date is so fixed, the
record date for the determination of the shareholders entitled to
notice of the meeting shall be the close of business on the day
immediately preceding the day on which the notice is given.
10.08 Meetings Without Notice -A meeting of shareholders maybe held
without notice at anytime and place permitted by the Act:
(a) if all the shareholders entitled to vote thereat are present in
person or represented by proxy or if those not present or
represented by proxy waive notice of or otherwise consent to such
meeting being held; and
(b) if the auditors and the directors are present or waive notice
of or otherwise consent to such meeting being, held.
At such meeting, any business may be transacted which the
Corporation at a meeting of shareholders may transact. If the
meeting is held at a place outside Canada, shareholders not present
or represented by proxy, but who have waived notice of or otherwise
consented to such meeting, shall also be deemed to have consented to
the meeting being held at such place.
10.09 Chairman, Secretary and Scrutineers - The chairman of any
meeting of shareholders shall be the first mentioned of such of the
following officers as have been appointed and who is present at the
meeting: president, managing director, chairman of the board, or a
vice-president who is a shareholder. If no such officer is present
within 15 minutes from the time fixed for holding the meeting, the
persons present and entitled to vote shall choose one of their
member to be chairman. If the secretary of the Corporation is
absent, the chairman shall appoint some person, who need not be a
shareholder, to act as secretary of the meeting. If desired, one or
more scrutineers, who need not be shareholders, may be appointed by
a resolution of or by the chairman with the consent of the meeting.
10.10 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 any 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.
10.11 Quorum- A quorum for the transaction of business at any
meeting of shareholders shall be two persons present in person, each
being a shareholder entitled to vote thereat or a duly appointed
proxyholder for an absent shareholder so entitled, and together
holding or representing by proxy not less than 5% of the outstanding
shares of the Corporation entitled to vote at the meeting. If a
quorum is present at the opening of any meeting of shareholders, the
shareholders present or represented by proxy 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 any meeting of shareholders, the shareholders present or
represented by proxy may adjourn the meeting to a fixed time and
place but may not transact any other business.
10.12 Right to Vote - Subject to the provisions of the Act as to
authorized representatives of any other body corporate and
otherwise, the persons entitled to vote at any meeting of
shareholders shall be as follows:
(a) at a meeting in respect of which the Corporation has prepared
the list referred to in section 10.06, every person who is named in
such list shall be entitled to vote the shares shown thereon
opposite his name, except, where the corporation has fixed a record
date for notice in respect of such meeting pursuant to section
10.07, to the extent that such person has transferred any of his
shares after such record date and the transferee, upon producing
properly endorsed certificates evidencing such shares or otherwise
establishing that he owns such shares, demands, not later than 10
days before the meeting, that his name be included in such list
before the meeting, in which case the transferee is entitled to vote
the transferred shares at the meeting; or
(c) in the absence of a list prepared as aforesaid in respect of a
meeting of shareholders, every person shall be entitled to vote at
the meeting who at the time is entered in the securities register as
the holder of one or more shares carrying the right to vote at such
meeting.
10.13 Proxies - Every shareholder entitled to vote at a meeting of
shareholders may appoint a proxyholder, or one or more alternate
proxyholders, who need not be shareholders, to attend and act at the
meeting in the manner and to the extent authorized and with the
authority conferred by the proxy. A proxy shall be in writing
executed by the shareholder or his attorney and shall conform with
the requirements of the Act.
10.14 Record Date for Voting - The board may fix in advance a date,
proceeding the date of any meeting of shareholders by not more than
48 hours, excluding non-business days, for the determination of the
shareholders entitled to vote at the meeting. The record date for
voting at a meeting of shareholders shall be specified in the notice
calling the meeting.
10.15 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 48 hours exclusive of nonbusiness
days, 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 is
specified in such notice, unless 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.
10.16 Joint Shareholders-If two or more persons hold shares jointly
any one of them present in person or represented by proxy at a
meeting of shareholders may, in the absence of the other or others,
vote the shares; but if two or more of those persons are present in
person or represented by proxy and vote, they shall vote as one on
the shares jointly held by them.
10.17 Resolutions - No resolution proposed at a meeting need be
seconded. The chairman of any meeting may move or second a resolution.
10.18 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 the majority of the votes cast on the
question. In case of an equality of votes either upon a show of
hands or upon a poll, the chairman of the meeting shall be entitled
to a second or casting vote.
10.19 Show of Hands - Subject to the provisions of 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 as hereinafter
provided. Upon a show of hands every person who is present and
entitled to vote shall have one 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 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 shareholders upon the said question.
10.20 Ballots - On any question proposed for consideration at a
meeting of shareholders, and whether or not a show of hands has been
taken thereon, any shareholder or proxyholder entitled to vote at
the meeting may require or demand a ballot. A ballot so required or
demanded shall be taken in such manner as the chairman shall direct.
A requirement or demand 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 of the shares which he is
entitled to vote at the meeting upon the question, so that number of
votes provided by the Act or the articles, and the result of the
ballot so taken shall be the decision of the shareholders upon the
said question.
10.20 Adjournment - If a meeting of shareholders is adjourned for
less than 30 days, it shall not be necessary to give notice of the
adjourned meeting, other than by announcement at the earliest
meeting that is adjourned. If a meeting of shareholders is
adjourned by one or more adjournments for an aggregate of 30 days or
more, notice of the adjourned meeting shall be given as for an
original meeting.
10.22 Resolution in Writing- 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 unless a written statement with respect to the
subject matter of the resolution is submitted by a director or the
auditors in accordance with the Act.
10.23 Only One Shareholder - Where the Corporation has only one
shareholder or only one holder of any class or series of shares, the
shareholder present in person or by proxy constitutes a meeting.
10.24 Requisition of Meeting - The holders of not less than five
percent of the issued voting shares may, in the manner provided by
the Act, requisition the board to call a meeting, of shareholders
for the purposes stated in the requisition, and upon receiving the
requisition the board shall, except as provided by the Act, call a
meeting, of shareholders to transact the business stated therein.
If the board does not call a meeting, within 21 days after receiving
the requisition, any requisitioning shareholder may call the meeting
and unless the shareholders resolve otherwise at that meeting, the
Corporation shall reimburse such requisitioning shareholders the
reasonable expenses incurred in requisitioning, calling and holding
the meeting.
SECTION ELEVEN
DIVISIONS AND DEPARTMENTS
11.01 Creation and Consolidation of Divisions - The board may cause
the business and operations of the Corporation or any part thereof
to be divided or to be segregated into one or more divisions upon
such basis, including without limitation, character or type of
operation, geographical territory, product manufactured or service
rendered, as the board may consider appropriate in each case. The
board may also cause the business and operations of any such
division to be further divided into sub-units and the business and
operations of any such divisions or sub-units to be consolidated
upon such basis as the board may consider appropriate in each case.
11.02 Name of Divisions - Any division or its sub-units may be
designated by such name as the board may from time to time determine
and may transact business, enter into contracts, sign cheques and
other documents of any kind and do all acts and things under such
name. Any such contract, cheque or document shall be binding upon
the Corporation as if it had been entered into or signed in the name
of the Corporation.
11.03 Officers of Divisions - From time to time the board or, if
authorized by the board, the chief executive officer, may appoint
one or more officers for any division, prescribe their powers and
duties and settle their terms of employment and remuneration. The
board or, if authorized by the board, the chief executive officer,
may remove at its or his pleasure any officer so appointed, without
prejudice to such officers rights under any employment contract.
Officers of divisions or their sub-units shall not, as such, be
officers of the Corporation.
SECTION TWELVE
NOTICES
12.01 Method of Giving Notices - Any notice (which term includes
any communication or document) to be given (which term includes
sent, delivered or served) pursuant to the Act, the regulations
thereunder, the articles, the by-laws or otherwise to a shareholder,
director, officer, auditor or member of a committee of the board
shall be sufficiently given if delivered personally to the person to
whom it is to be given or if delivered to his recorded address or if
mailed to him at his recorded address by prepaid ordinary or air
mail or if sent to him at his recorded address by any means of
prepaid transmitted or recorded communication. A notice so
delivered shall be deemed to have been given when it is delivered
personally or to the recorded address as aforesaid; a notice so
mailed shall be deemed to have been given when deposited in a post
office or public letter box; and a notice so 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.
12.02 Notice to Joint Shareholders - If two or more persons are
registered as joint holders of any share, any notice shall be
addressed to all of such joint holders but notice to one of such
persons shall be sufficient notice to all of them.
12.03 Computation of Time - In computing the date when notice must
be given under any provision requiring a specified number of days
notice of any meeting or other event, the date of giving the notice
shall be excluded and the date of the meeting or other event shall
be included.
12.04 Undelivered Notices - If any notice given to a shareholder
pursuant to section 12.01 is returned on three consecutive occasions
because he cannot be found, the Corporation shall not be required to
give any further notices to such shareholder until he informs the
Corporation in writing of his new address.
12.05 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.
12.06 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
not 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.
12.07 Waiver of Notice - Any shareholder (or his duly appointed
proxyholder), director, 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 any provision of
the Act, the regulations thereunder, the articles, the by-laws or
otherwise and such waiver or abridgement 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 which may be
given in any manner.
SECTION THIRTEEN
MINUTES, DOCUMENTS & RECORDS
13.01 Minutes - The board shall cause minutes to be kept:
(a) of all appointments of directors, officers and auditors;
(b) of the names of the directors or their alternates present at
each meeting of the board and of any committee of the board;
(c) of all orders made by the board or any committee of the board; and
(d) of all resolutions and proceedings of general meetings of the
shareholders of the Corporation and of all resolutions and meetings
of the board and of committees of the board.
13.02 Records and Documents - The board shall cause the Corporation
to keep at its registered office or at any such other place as the
Act may permit, and in such form as he Act may permit, the
documents, copies of documents, registers, minutes and records which
the Corporation is required by the Act to keep at its registered
office or such other place and shall cause such documents, copies of
documents, registers, minutes and records to be open for examination
and copying as permitted and required by the Act.
SECTION FOURTEEN
ACCOUNTS
14.01 Books of Account - The board shall cause records and books of
account to be kept as necessary to properly record the financial
affairs and conditions of the Corporation and to comply with all
laws applicable to the Corporation.
14.02 Location of Accounting Records - The board shall determine
the place at which the accounting records of the Corporation shall
be kept and those records shall be open to the inspection of any
director or the auditors of the Corporation during the normal
business hours of the Corporation.
SECTION FIFTEEN
EFFECTIVE DATE (AND REPEAL)
15.01 Effective Date - This by-law shall come into force when
adopted by the Directors of the Corporation.
15.02 Repeal - All previous by-laws of the Corporation are repealed
as of the coming into force of this by-law provided that 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 of the shareholders or board with
continuing effect passed under any repealed by-law shall continue
good and valid except to the extent inconsistent with this by-law
and until amended or repealed.
The foregoing by-laws are hereby consented to and passed as
evidenced by the signature of director of the Corporation pursuant
to the provisions of the Canada Business Corporations Act.
DATED the 19th day of July, 1999.
/s/ William Whittle /s/ Lonnie Hayward
_____________________ _____________________
William Whittle Lonnie Hayward
SCHEDULE "C"
CANADA BUSINESS CORPORATIONS ACT
FORM 4
ARTICLES OF AMENDMENT
(SECTION 27 OR 271)
1 - Name of Corporation
VESCAN EQUITIES INC.
2 - Corporation No.
012009-0
3 - The articles of the above-named corporation are amended as follows:
(e) Name of the Corporation:
INOUYE TECHNOLOGIES (CANADA) INC.
Date
Signature
Description of Office
