EXHIBIT 1.4
INDEX
BY-LAW NO. 1
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DIVISION PAGE NO.
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One INTERPRETATION 1
Two BORROWING, BANKING AND SECURITIES 3
2.01 Borrowing Power 3
2.02 Delegation 4
2.03 Banking Arrangements 4
2.04 Custody of Securities 5
2.05 Evidence of Voting Rights 5
Three EXECUTION OF INSTRUMENTS 6
3.01 6
3.02 Corporate Seal 6
3.03 Cheques, Drafts and Notes 6
Four DIRECTORS 6
4.01 Number 6
4.02 Election and Term 7
4.03 Removal of Directors 8
4.04 Qualification 8
4.05 Consent 9
4.06 Vacation of Office 10
4.07 Committee of Directors 10
4.08 Transaction of Business 10
4.09 Advisory Committee 10
4.10 Procedure 11
4.11 Remuneration and Expenses 11
4.12 Vacancies 11
4.13 Action by the Board 12
Five MEETING OF DIRECTORS 12
5.01 Place of Meeting 12
5.02 Notice of Meeting 12
5.03 Adjourned Meeting 14
5.04 Calling of Meeting 14
5.05 Regular Meetings 14
5.06 Chairman 14
5.07 Quorum 15
5.08 Half Albertan Representation at Meetings 15
5.09 Voting 15
5.10 Meeting by Telephone 16
5.11 Resolution in Lieu of Meeting 16
5.12 Amendments to the Act 16
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DIVISION PAGE NO.
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Six PROTECTION OF DIRECTORS, OFFICERS AND OTHERS 17
6.01 Conflict of Interest 17
6.02 Limitation of Liability 17
6.03 Indemnity 19
6.04 Insurance 19
Seven OFFICERS 20
7.01 Election or Appointment 20
7.02 Chairman of the Board 20
7.03 Managing Director 21
7.04 President 21
7.05 Vice-President 21
7.06 Secretary 21
7.07 Treasurer 22
7.08 General Manager or Manager 22
7.09 Powers and Duties of Other Officers 23
7.10 Variation of Powers and Duties 23
7.11 Vacancies 23
7.12 Remuneration and Removal 23
7.13 Agents and Attorneys 23
7.14 Conflict of Interest 24
7.15 Fidelity Bonds 24
Eight SHAREHOLDERS' MEETINGS 24
8.01 Annual Meetings 24
8.02 Submission of Contracts or Transactions
to Shareholders for Approval 25
8.03 Special Meetings 25
8.04 Place of Meetings 25
8.05 Record Data for Notice 26
8.06 Notice of Meetings 26
8.07 Right to Vote 27
8.08 List of Shareholders Entitled to Vote 27
8.09 Meetings without Notice 28
8.10 Waiver of Notice 29
8.11 Chairman, Secretary and Scrutineers 29
8.12 Persons Entitled to be Present 29
8.13 Quorum 30
8.14 Participation in Meeting by Telephone 30
8.15 Proxyholders and Representatives 30
8.16 Time for Deposit of Proxies 31
8.17 Joint Shareholders 32
8.18 Votes to Govern 32
8.19 Show of Hands 32
8.20 Ballots 33
8.21 Adjournment 33
8.22 Resolution in Lieu of a Meeting 33
8.23 Only One Shareholder 34
Nine SHARES 34
9.01 Allotment and Issuance 34
9.02 ILLEGIBLE 34
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DIVISION PAGE NO.
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9.03 Non-Recognition of Trusts 35
9.04 Certificates 35
9.05 Replacement of Share Certificates 36
9.06 Joint Holders 36
Ten TRANSFER OF SECURITIES 36
10.01 Registration of Transfer 36
10.02 Transfer Agents and Registrars 37
10.03 Securities Registers 37
10.04 Decreased Shareholders 38
10.05 Lien for Indebtedness 38
Eleven DIVIDENDS AND RIGHTS 39
11.01 Dividends 39
11.02 Dividend Cheques 39
11.03 Non-Receipt of Cheques 39
11.04 Unclaimed Dividends 40
11.05 Record Date for Dividends and Rights 40
Twelve INFORMATION AVAILABLE TO SHAREHOLDERS 40
12.01 Restrictions on Availability 40
12.02 Inspection of Records by Shareholders 41
12.03 Registered Office and Separate Records Office 41
Thirteen NOTICES 41
13.01 Method of Giving Notices 41
13.02 Notice to Joint Shareholders 42
13.03 Persons Entitled by Death or Operation of Law 42
13.04 Non-Receipt of Notices 42
13.05 Omissions and Errors 43
13.06 Signature on Notices 43
13.07 Waiver of Notice 43
Fourteen DIVISIONS 44
14.01 Divisions 44
Fifteen MISCELLANEOUS 45
15.01 Financial Year 45
15.02 Directors to Require Surrender of
Share Certificates 45
15.03 Financial Assistance to Shareholders,
Employees and Others 45
15.04 Severability 47
15.05 Shareholders' Approval to Amend By-law #1 47
15.06 Effective Date 47
15.07 Continuation 48
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BY-LAW NUMBER 1
A by-law relating generally to the conduct of the business and affairs
of (hereinafter called the "corporation").
BE IT ENACTED AND IT IS HEREBY ENACTED as a by-law of the Corporation
as follows:
INTERPRETATION
1.01 In this by-law and all other by-laws of the Corporation, unless the
context otherwise specifies or requires:
(a) "Act" means the Business Corporations Act of Alberta, and the Regulations
made thereunder, as from time to time amended and every statute that may be
substituted therefor and, in the case of such amendment or substitution,
any references in the by-laws of the Corporation to provisions of the Act
shall be read as references to the amended or substituted provisions
therefor in the amendment or new statute or statutes;
(b) "appoint" includes "elect" and vice versa;
(c) "articles" means the original or re-stated articles of incorporation,
articles of amendment, articles of amalgamation, articles of continuance,
articles of reorganization, articles of arrangement, articles of
dissolution, articles of revival and includes an amendment to any of them;
(d) "auditor" means that person or those persons whose function it is to
examine at the request of the board of directors or otherwise, the
financial accounts and general financial
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affairs of the Corporation in order to verify the accuracy thereof;
(e) "board means the board of directors of the Corporation;
(f) "by-laws" means this by-law and and and all other by-laws of the
Corporation from time to time in force and effect;
(g) "meeting of shareholders" includes any annual or other general meeting of
shareholders and a special meeting of shareholders;
(h) "non-business day" means Saturday, Sunday and any other day that is a
holiday as defined in the Interpretation Act of Alberta;
(i) "Regulations" means the Regulations under the Act as published or from time
to time amended and every Regulation that may be substituted therefor and,
in the case of such substitution, any references in the by-laws of the
Corporation to provisions of the Regulations shall be read as references to
the substituted provisions therefor in the new Regulations;
(j) "resident Albertan" means an individual who is ordinarily resident in
Alberta or, if not ordinarily resident in Alberta, is a member of a class
of persons prescribed by Regulations and, in any case,
(i) is a Canadian citizen, or
(ii) has been lawfully admitted to Canada for permanent residence;
(k) "signing officer" means, in relation to any instrument, any person
authorized to sign the same on behalf of the
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Corporation by virtue of Section 3.01 of this by-law or by a resolution
passed pursuant thereto; and
(l) "special meeting of shareholders" includes a meeting of any class or
classes of shareholders.
Save as aforesaid, all terms which are contained in this by-law or any
other by-laws of the Corporation and which are defined in the Act or the
Regulations shall have the meanings given to such terms in the Act or the
Regulations. Words importing the singular number only shall include the plural
and vice versa; words importing the masculine shall include the feminine and
neuter genders; and the word "person" shall include an individual, partnership,
association, body corporate, corporation, company, syndicate, trustee, executor,
administrator and legal representative, and any number of aggregate of persons.
The headings used in this by-law or any other by-laws are inserted
for reference purposes only and are not to be considered or taken into account
in construing the terms or provisions thereof or to be deemed in any way to
clarify, modify or explain the effect of any such terms or provisions.
BORROWING, BANKING AND SECURITIES
2.01 Borrowing Power
Without limiting the borrowing powers of the Corporation as set forth
in the Act, but subject to the articles and any unanimous shareholder agreement,
the board may from time to time on behalf of the Corporation, without
authorization of the shareholders:
(a) borrow money upon the credit of the Corporation:
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(b) issue, reissue, sell or pledge bonds, debentures, notes or other evidences
of indebtedness or guarantee of the Corporation, whether secured or
unsecured;
(c) to the extent permitted by the Act, give a guarantee on behalf of the
Corporation to secure the obligation of any person; and
(d) mortgage, hypothecate, pledge or otherwise create a security interest in
all or any currently owned or subsequently acquired real or personal,
moveable or immovable, property of the Corporation including book debts,
rights, powers, franchises, and undertakings, to secure any such bonds,
debentures, notes or other evidences of indebtedness or guarantee or any
other present or future indebtedness, liability or obligation of the
Corporation.
Nothing in this section limits or restricts the borrowing of money by
the Corporation on bills of exchange or promissory notes made, drawn, accepted
or endorsed by or on behalf of the Corporation.
2.02 Delegation
The board may from time to time delegate to a committee of directors,
a director or an officer of the Corporation or any other person as may be
designated by the board all or any of the powers conferred on the board by the
preceding section of this by-law or by the Act to such extent and in such manner
as the board may determine at the time of each such delegation.
2.03 Banking Arrangements
The banking business of the Corporation including, without limitation,
the borrowing of money and the giving of
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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.
2.04 Custody of Securities
All shares and securities owned by the Corporation shall be lodged (in
the name of the Corporation) with a chartered bank or a trust company or in a
safety deposit box or, if so authorized by resolution of the board, with such
other depositories or in such other manner as may be determined from time to
time by the board. All share certificates, bonds, debentures, notes or other
obligations belonging to the Corporation may be held in the name of a nominee or
nominees of the Corporation (and if held in the names of more than one (1)
nominee shall be held in the names of the nominees jointly with the right of
survivorship) and shall be endorsed in blank with endorsement guaranteed in
order to enable transfer to be completed and registration to be effected.
2.05 Evidence of Voting Rights
The signing officers of the Corporation may execute and deliver
instruments of proxy 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 person signing or arranging for them. In addition, the board may 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.
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EXECUTION OF INSTRUMENTS
3.01 Deeds, transfers, assignments, contracts, obligations, certificates
and other instruments may be signed on behalf of the Corporation by that person
or those persons who may be authorized by the board from time to time. In
addition, the board may from time to time direct the manner in which 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, but no instrument is invalid merely because the corporate seal is not
affixed thereto.
3.02 Corporate Seal
Until changed by the board, the corporate seal of the Corporation
shall be in the form impressed hereon
(C/S)
3.03 Cheques, Drafts and Notes
All cheques, drafts or orders for the payment of money and all notes
and acceptances and bills of exchange shall be signed by such officer or
officers or person or persons, whether or not officers of the Corporation, and
in such manner as the board may from time to time designate by resolution.
DIRECTORS
4.01 Number
The number of directors shall be the number as is fixed by the
articles, or where the articles specify a variable number, the number shall
consist of such number of directors as is not less than the minimum nor more
than the maximum number of
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directors specified in the articles and shall be determined from time to time
within such limits by resolution of the shareholders.
4.02 Election and Term
Subject to the articles or a unanimous shareholder agreement or as
otherwise provided for herein, the election of directors shall take place at
each annual general meeting of the shareholders and all the directors then in
office, unless elected for a longer period of time, shall retire but, if
qualified, shall be eligible for re-election. The number of directors to be
elected at any such meeting shall, subject to the articles or an unanimous
shareholders agreement, be the number of directors then in office, or the number
of directors whose terms of office expire at the meeting, as the case may be,
except if cumulative voting is not required by the articles and the articles
otherwise permit, the shareholders may resolve to elect some other number of
directors. Where the shareholders adopt an amendment to the articles to increase
the number or minimum number of directors, the shareholders may, at the meeting
at which they adopt the amendment, elect the additional number of directors
authorized by the amendment. Such amendment shall on the issue of a certificate
of amendment of the articles be deemed to be valid as of the date the
shareholders adopt the amendment. If an election of directors is not held at the
proper time, the incumbent directors shall continue in office until their
successors are elected. if the articles provide for cumulative voting, each
director elected by shareholders (but not directors elected or appointed by
creditors or employees) ceases to hold office at the annual meeting and every
shareholder entitled to vote at an election of directors has the right to cast
votes for the directors to be elected equal to the number of votes attached to
the shares held by him multiplied by the number of directors he is entitled to
vote for, and he may cast all such votes in favour of one candidate or
distribute them among the candidates in such manner as he sees fit. If he has
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voted for more than one candidate without specifying a distribution among such
candidates, he shall be deemed to have divided his votes equally among the
candidates for whom he voted.
4.03 Removal of Directors
Subject to the Act, the shareholders may by ordinary resolution passed
at a special meeting, remove any or all directors from office, except a director
elected by employees or creditors pursuant to the articles or a unanimous
shareholder agreement, and the vacancy created by such removal may be filled at
the same meeting, failing which it may be filled by the board. Provided,
however, that if the articles provide for cumulative voting, no directors shall
be removed pursuant to this Section where the votes cast against the resolution
for his removal would, if cumulatively voted at an election of a full board, be
sufficient to elect one or more directors.
4.04 Qualification
The following persons are disqualified from being a director of the
Corporation:
(a) anyone who is less than eighteen (18) years of age;
(b) anyone who:
(i) is a dependent adult as defined in The Dependent Adults Act of Alberta
or is the subject of a certificate of incapacity under that Act:
(ii) is a formal patient as defined in the Mental Health Act of Alberta;
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(iii) is a subject of an order under the Mentally Incapacitated Persons Act
of Alberta appointing a committee of his person or estate or both;
(iv) has been found to be a person of unsound mind elsewhere than in the
Province of Alberta;
(c) a person who is not an individual; or
(d) a person who has the status of a bankrupt.
Subject to the Act and Section 5.12 hereof, at least one-half (1/2) of the
directors shall be resident Albertans. A director need not be a shareholder.
4.05 Consent
No election or appointment of a person as director shall be effective
unless:
(a) he was present at the meeting when he was elected or appointed and did not
refuse to act as a director, or
(b) if he was not present at the meeting when he was elected or appointed:
(i) he consents in writing to act as a director before his election or
appointment or within ten (10) days thereafter, or
(ii) he acts as a director pursuant to the election or appointment.
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4.06 Vacation of Office
A director ceases to hold office when he dies; he is removed from
office by the shareholders or by creditors who elected him, as the case may be;
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 that time so specified, whichever is later.
4.07 Committee of Directors
The directors may appoint from among their number a managing director,
who must be a resident Albertan, or a committee of directors, however
designated, and subject to Section 1.10 hereof of the Act may delegate to the
managing director or such committee any of the powers of the directors. Subject
to the Act and Section 5.12 hereof, at least one-half (1/2) of the members of
such committee shall be resident Albertans. A committee may be comprised of one
director.
4.08 Transaction of Business
Subject to the provisions of these by-laws relating to participation
by telephone, 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. Any such resolution in writing shall
be effective for all purposes at such time as the resolution states regardless
of when the resolution is signed. Meetings of such committees may be held at any
place in our outside Canada and may be called by any one (1) member of the
committee giving notice in accordance with Section 5.02 hereof.
4.09 Advisory Committees
The board may, from time to time, appoint such other
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committees as it may deem advisable, but the functions of any such other
committee shall be advisory only.
4.10 Procedure
Unless otherwise determined herein or 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.
4.11 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 travelling
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.
4.12 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. If the vacancy has arisen from a failure of the shareholders to elect
the minimum number of directors or from an increase in the minimum number of
directors, the board shall forthwith call a special meeting of the shareholders
to fill the vacancy. If the board fails to call such a meeting within fourteen
(14) days of the director's position becoming vacant, or if there are no such
directors then in office, any shareholder may call the meeting.
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4.13 Action by the Board
Subject to any unanimous shareholder agreement, the board shall manage
the business and affairs of the Corporation. 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 a meeting.
MEETING OF DIRECTORS
5.01 Place of Meeting
Meetings of the Board may be held at any place within or outside the
Province of Alberta.
5.02 Notice of Meeting
Notice of the time and place of each meeting of the board shall be
given by the persons as provided for in Section 5.04 hereof and in the manner
provided for in Section 13.01 hereof to each director not less than twenty-four
(24) hours before the time when the meeting is to be held. Notice shall be
effected when it is personally delivered or when it is delivered to the latest
address of the director as shown in the records of the Corporation or in the
last notice filed pursuant to section 101 or 108 of the Act. Provided always,
that should personal delivery be attempted and be unsuccessful, notice of the
delivery to an address of record shall, nevertheless, be effected. 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, or any proposal to:
(a) submit to the shareholders any question or matter requiring approval of the
shareholders;
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(b) fill a vacancy among the directors or in the office of the auditor;
(c) issue securities;
(d) declare dividends;
(e) purchase, redeem or otherwise acquire shares issued by the Corporation;
(f) pay a commission for the sale of shares;
(g) approve a management proxy circular;
(h) approve any annual financial statements;
(i) adopt, amend or repeal by-laws;
(j) approve a take-over bid circular or directors' circular;
(k) demand or accept the resignation of or make the appointment of any officer
or officers; or
(l) calling a meeting of shareholders.
Provided, however, that a director may in any manner, waive notice of
a meeting and attendance of a director at a meeting of directors shall
constitute a waiver of notice of the meeting except where a director attends a
meeting for the express purpose of objecting to the transaction of any business
on the grounds that the meeting is not lawfully called.
For the first meeting of the board of directors to be held immediately
following an election of directors or for a meeting of the board of directors at
which a director is to be appointed to fill a vacancy in the board, no notice of
such
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meeting shall be necessary to the newly elected or appointed director or
directors in order to legally constitute the meeting, provided that a quorum of
directors is present.
5.03 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.
5.04 Calling of the Meeting
Meetings of the board shall be held and called from time to time at
such time and in such place as the board, the chairman of the board, the
managing director, the president or any two (2) directors may determine. Should
more than one of the above named call a meeting at or for substantially the same
time, there shall be held only one meeting and such meeting shall occur at the
time and place determined by, in order of priority, the board, the chairman or
the president.
5.05 Regular Meetings
The board may appoint a day or days in any month or months for regular
meetings of the board at a place and hour to be named. A copy of any resolution
of the board fixing the place and time of such regular meetings shall be sent to
each director forthwith after being passed, and forthwith to each director
subsequently elected or appointed, but no other notice shall be required for any
such regular meeting except where the Act, this by-law or any other by-law
requires the purpose thereof or the business to be transacted thereat to be
specified.
5.06 Chairman
The chairman of any meeting of the board shall be the
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first mentioned of such of the following officers as have been appointed and who
is a director and is present at the meeting: chairman of the board, managing
director or present. If no such officer is present, the directors present shall
choose one of their number to be chairman.
5.07 Quorum
Subject to the following section, the quorum for the transaction of
business at any meeting of the board shall consist of a majority of directors
holding office or such greater number of directors as the board may from time to
time determine.
5.08 Half Albertan Representation at Meetings
Subject to the Act and Section 5.12 hereof, the board shall not
transact business at a meeting, other than filling a vacancy in the board,
unless at least half of the directors present are resident Albertans, except
where:
(a) a resident Alberta director who is unable to be present approves in writing
or by telephone or other telecommunication facilities the business
transacted at the meeting; and
(b) the number of resident Albertan directors present at the meeting, together
with any resident Albertan director who gives his approval under clause
(a), totals at least half of the directors present at the meeting.
5.09 Voting
Subject to any unanimous shareholders' agreement, questions arising at
any meeting of the board of directors shall be decided by a majority of votes,
the chairman of the meeting
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shall be entitled to vote and there shall be no second or casting vote in the
event of an equality of votes.
5.10 Meeting by Telephone
A director may participate in a meeting of the board or of a committee
of the board by means of such telephone or other communication facilities as
permit all persons participating in the meeting to hear each other, and a
director participating in such meeting by such means is deemed to be present at
the meeting.
5.11 Resolution in Lieu of Meeting
Notwithstanding any of the foregoing provisions of this by-law, a
resolution in writing signed by all of the directors entitled to vote on that
resolution at a meeting of the directors or a committee or directors, if any, is
as valid as if it had been passed at a meeting of the directors or the committee
of the directors, if any. Any such resolution in writing is effective for all
purposes at such time as the resolution states regardless of when the resolution
is signed.
5.12 Amendments to the Act
It is hereby affirmed that the intention of Sections 4.04, 4.07 and
5.08 hereof as they relate to Albertan representation are to comply with the
minimum requirements of the Act and in the event that such minimum requirements
shall be amended, deleted and replaced such that no, or a lesser requirement
with respect to Albertan representation is implemented than as in force at
present, Sections 4.04, 4.07 and 5.08 hereof shall be automatically and
correspondingly amended, deleted or replaced.
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PROTECTION OF DIRECTORS, OFFICERS AND OTHERS
6.01 Conflict of Interest
A director or officer shall not be disqualified by his office, or be
required to vacate his office, by reason only that he is a party to, or is a
director or officer or has a material interest in any person who is a party to,
a material contract or proposed material contract with the Corporation or a
subsidiary thereof. Such a director or officer shall, however, disclose the
nature and extent of his interest in the contract at the time and in the manner
provided by the Act. Subject to the provisions of the Act, a director shall not
by reason only of his office be accountable to the Corporation or its
shareholders for any profit or gain realized from such a contract or
transaction, and such contract or transaction shall not be void or voidable by
reason only of the director's interest therein, provided that, the required
declaration and disclosure of interest is properly made, the contract or
transaction is approved by the directors or shareholders, if necessary, and it
is fair and reasonable to the Corporation at the time it was approved and, if
required by the Act, the director refrains from voting as a director on the
contract or transaction at the directors' meeting at, which the contract is
authorized or approved by the directors, except attendance for the purpose of
being counted in the quorum.
6.02 Limitation of Liability
Every director and officer of the Corporation in exercising his powers
and discharging his duties shall act honestly and in good faith with a view to
the best interests of the Corporation and exercise the care, diligence and skill
that a reasonably prudent person would exercise in comparable circumstances.
Subject to the foregoing, no director or officer for the time being of the
Corporation shall be liable for the acts, receipts, neglects or defaults of any
other director or
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officer or employee or for joining in any receipt or act of conformity, or for
any loss, damage or expense happening to the Corporation through the
insufficiency or deficiency of title to any property acquired by the Corporation
or for or on behalf of the Corporation or for the insufficiency or deficiency of
any security in or upon which any of the monies of or belonging to the
Corporation shall be placed out or invested or for any loss, conversion,
misapplication or misappropriation of or any damage resulting from any dealings
with any monies, securities or other assets belonging to the Corporation or for
any loss or damage arising from the bankruptcy, insolvency or tortious acts of
any person with whom any of the monies, securities, or effects of the
Corporation shall be deposited, or for any loss occasioned by any error of
judgment or oversight on his part, or for any other loss, damage or misfortune
whatever which may happen in the execution of the duties of his respective
office or trust or in relation thereto; provided that nothing herein shall
relieve any director or officer from the duty to act in accordance with the Act
and the Regulations thereunder or from liability for any breach thereof. The
directors for the time being of the Corporation shall not be under any duty or
responsibility in respect of any contract, act or transaction whether or not
made, done or entered into in the name or on behalf of the Corporation, except
such as shall have been submitted to and authorized or approved by the board of
directors.
No act or proceeding of any director or officer or the board shall be
deemed invalid or ineffective by reason of the subsequent ascertainment of any
irregularity in regard to such act or proceeding or the qualification of such
director or officer or board.
Directors may rely upon the accuracy of any statement or report
prepared by the Corporation's auditors, internal accountants or other
responsible officials and shall not be held responsible or liable for any loss
or damage resulting from the
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paying of any dividends or otherwise acting upon such statement or report.
6.03 Indemnity
Subject to Section 119 of the Act, the Corporation shall indemnify a
director or officer, a former director and 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, executors, administrators and other legal
representatives, from and against,
(a) any liability and all costs, charges and expenses that he sustains or
incurs in respect of any action, suit or proceeding that is proposed or
commenced against him for or in respect of anything done or permitted by
him in respect of the execution of the duties of his office; and
(b) all other costs, charges and expenses that he sustains or incurs in respect
of the affairs of the Corporation,
except where such liability relates to his failure to act honestly and in good
faith with a view to the best interests of the Corporation.
The Corporation shall also indemnify such persons in such other
circumstances as the Act permits or requires. Nothing in this Section shall
limit the right of any person entitled to indemnity to claim indemnity apart
from the provisions of this Section.
6.04 Insurance
Subject to the Act, the Corporation may purchase and
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maintain insurance for the benefit of any person referred to in the preceding
section against any liability incurred by him in his capacity as a director or
officer of the Corporation or of any body corporate where he acts or acted in
that capacity at the Corporation's request.
OFFICERS
7.01 Election or Appointment
Subject to any unanimous shareholder agreement, the board may, from
time to time, appointment a chairman of the board, a president, one or more
vice-presidents, a secretary, a treasurer, a secretary-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.
Except for a managing director and a chairman of the board who must be
directors, an officer may, but need not be, a director and one person may hold
more than one office.
7.02 Chairman of the Board
The chairman of the board shall, when present, preside at all meetings
of the board, committees of directors and, in the absence of the president, at
all meetings of shareholders.
If no managing director is appointed, the board may assign to the
chairman of the board any of the powers and duties that, by any provision of
this by-law, are assigned to the managing director; 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 or the chairman of the board, his
duties shall be performed and his powers exercised by the managing director, if
any, or by the president.
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7.03 Managing Director
The managing director, if any, shall have, subject to the authority of
the board, 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.
7.04 President
The president shall be the chief executive officer of the Corporation
and, subject to the authority of the board and the managing director, if any,
shall have such other powers and duties as the board may specify. During the
absence or disability of the managing director, or if no managing director has
been appointed, the president shall also have the powers and duties of that
office; provided, however, that unless he is a director he shall not preside as
chairman at any meeting of directors or a committee of directors.
7.05 Vice-President
During the absence or disability of the president, his duties shall be
performed and his powers exercised by the vice-president or, if there are more
than one, by the vice-president designated from time to time by the board;
provided, however, that a vice-president who is not a director shall not preside
as chairman at any meeting of directors or of a committee of directors. A
vice-president shall have such other powers and duties as the board may
prescribe.
7.06 Secretary
The secretary shall attend and be the secretary of all the meetings of
the board, shareholders and committees of the board and shall enter or cause to
be entered in records kept for
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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 the 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 president may specify.
7.07 Treasurer
The treasurer shall keep proper accounting records in compliance with
the Act and shall be responsible for the deposit of money, the safekeeping of
securities and the disbursement of funds of the Corporation; he shall render to
the board whenever required an account of all his transactions, and he shall
have such other powers and duties as the board or the president may specify.
7.08 General Manager or Manager
If elected or appointed, the general manager shall have, subject to
the authority of the board, the managing director, if any, and the president,
full power to manage and direct the business and affairs of the Corporation
(except such matters and duties as by law must be transacted or performed by the
board of directors and/or by the shareholders) and to employ and discharge
agents and employees of the Corporation and may delegate to him or them any
lessor authority. A general manager or manager shall conform to all lawful
orders given to him by the board and shall at all reasonable times give to the
directors or any of them all information they may require regarding the affairs
of the Corporation. Any agent or employee appointed by a general manager or
manager shall be subject to discharge by the board.
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7.09 Powers and Duties of Other Officers
The powers and duties of all other officers shall be such as the terms
of their engagement call for or as the board, the managing director or the
president may specify. Any of the powers and duties of an officer to whom an
assistant has been appointed may be exercised and preformed by such assistant,
unless the board or the president otherwise directors.
7.10 Variation of Powers and Duties
The board may from time to time and subject to the provisions of the
Act, vary, add to or limit the powers and duties of any officer.
7.11 Vacancies
If the office of any officer of the Corporation shall be or become
vacant by reason of death, resignation, disqualification or otherwise, the
directors by resolution shall, in the case of the president or the secretary,
and may, in the case of any other office, appoint a person to fill such vacancy.
7.12 Remuneration and Removal
The remuneration of all officers appointed by the board of directors
shall be determined from time to time by resolution of the board of directors.
The fact that any officer or employee is a director or a shareholder of the
Corporation shall not disqualify him from receiving such remuneration as may be
determined. All officers, in the absence of agreement to the contrary, shall be
subject to removal by resolution of the board of directors at any time, with or
without cause.
7.13 Agents and Attorneys
The Corporation, by or under the authority of the board,
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shall have power from time to time to appoint agents or attorneys for the
Corporation in or outside Canada with such powers (including the power to
sub-delegate) of management, administration or otherwise as may be thought fit.
7.14 Conflict of Interest
An officer shall disclose his interest in any material contract or
proposed material contracts with the Corporation in accordance with Section 6.01
hereof.
7.15 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 forms and with such surety as the
board may from time to time determine, provided always that the cost of any and
all such bonds shall be at the expense of the Corporation.
SHAREHOLDERS' MEETINGS
8.01 Annual Meetings
Subject to the Act, the annual meeting of shareholders shall be held
at such time and on such day in each year and, subject to Section 8.04 hereof,
at such place or places 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 an auditor if
required by the Act or the articles, and for the transaction of such other
business as may properly be brought before the meeting.
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8.02 Submission of Contracts or Transactions to Shareholders for Approval
The board, in their discretion, may submit any contract, act or
transaction for approval, verification or confirmation at any annual meeting of
the shareholders or at any special meeting of the shareholders called for the
purpose of considering the same and any contract, act or transaction that shall
be approved, ratified or confirmed by resolution passed by a majority of votes
cast at any such meeting (unless any different or additional requirement is
imposed by the Act or by the articles or 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, ratified and/or confirmed by every shareholder of the
Corporation.
8.03 Special Meetings
The board, the chairman of the board, the managing director or the
president shall have the power to call a special meeting of shareholders at any
time. Holders of not less than five (5%) per cent of the issued shares of the
Corporation that carry the right to vote at a meeting sought to be held may
requisition the directors to call a meeting of the shareholders for the
purposes stated in the requisition. The requisition shall state the business to
be transacted at the meeting and shall be sent to each director and to the
registered office of the Corporation. Subject to Section 137(3) of the Act, upon
receipt of the requisition, the directors shall call a meeting of the
shareholders to transact the business stated in the requisition. If the
directors do not within twenty-one (21) days after receiving the requisition
call a meeting, any shareholder who signed the requisition may call the meeting.
8.04 Place of Meetings
Meetings of shareholders shall be held at any place within the
Province of Alberta as the directors may by resolution
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determine or, if all the shareholders entitled to vote at the meetings so agree
or if the articles so provide, outside Alberta.
8.05 Record Date for Notice
The board may fix in advance a date, preceding the date of any meeting
of the shareholders by not more than fifty (50) days and not less than
twenty-one (21) days, as a record date for the determination of shareholders
entitled to notice of the meeting. If no record date is fixed, the record date
for the determination of the shareholders entitled to receive notice of the
meeting shall be the close of business on the date immediately preceding the day
on which the notice is given or, if no notice is given, the day on which the
meeting is held.
8.06 Notice of Meetings
Notice of the time and place of each meeting of shareholders shall be
sent not less than twenty-one (21) and not more than fifty (50) days before the
meeting to each shareholder entitled to vote at the meeting, each director and
the auditor, if any, of the Corporation. Such notice may be sent by mail
addressed to, or may be delivered personally to, the shareholder at his latest
address as shown in the records of the Corporation or its transfer agent, to the
director, at his latest address as shown in the records of the Corporation or in
the last notice filed pursuant to Section 101 or 108 of the Act, or to the
auditor, at his most recent address as shown in the records of the Corporation.
A notice of meeting of shareholders sent by mail to a shareholder, director or
auditor in accordance with the above is deemed to be given and received on the
day on which it was deposited in the mail. A notice of a meeting is not required
to be sent to the shareholders who are not registered on the record of the
Corporation or its transfer agent on the record date as determined according to
Section 8.05 hereof. Notice of a meeting of shareholders at which special
business is to be transacted
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shall state the nature of such business in sufficient detail to permit the
shareholder to form a reasoned judgment thereon and shall state the text of any
special resolution to be submitted to the meeting. If the Corporation sends a
notice or document to a shareholder and the notice or document is returned on
two (2) consecutive occasions, the Corporation is not required to send any
further notices or documents to the shareholder until he informs the Corporation
in writing of his new address.
8.07 The Right to Vote
Subject to the provisions of the Act as to authorized representatives
of any other body corporate, at any meeting of the shareholders in respect of
which the Corporation has prepared the list referred to in Section 8.08 hereof,
every person who is named in such list shall be entitled to vote the shares
shown thereon opposite his name except to the extent that such person has
transferred any of his shares after the record date set pursuant to Section 8.05
hereof and the transferee, upon producing properly endorsed certificates
evidencing such shares or otherwise establishing that he owns such shares,
demands at any time before the meeting that his name be included to vote the
transferred shares at the meeting. In the absence of a list prepared as
aforesaid in respect of a meeting of the shareholders, every person shall be
entitled to vote at the meeting who at the close of business on the record date
or if no record date is set, at the close of business on the date preceding the
date notice is sent, is entered in the securities register as the holder of one
or more shares carrying the right to vote at such meeting.
8.08 List of Shareholders Entitled to Vote
In the event the Corporation has greater than fifteen (15)
shareholders entitled to vote at a meeting, for every meeting of shareholders,
the Corporation shall prepare a list of shareholders entitled to receive notice
of the meeting arranged in
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alphabetical order and showing the number of shares held by each shareholder. If
a record date for the meeting is fixed pursuant to Section 8.05 hereof by the
board, the shareholders listed shall be those registered at the close of
business on the record date. If no record date is fixed by the board, the
shareholders listed shall be those listed at the close of business on the last
business day immediately preceding the day of which notice of a 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.
8.09 Meetings Without Notice
A meeting of shareholders may be held without notice at any time 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, in accordance with the Act, the auditors and the directors are required
to attend and are present or waive notice of or otherwise consent to such
meeting being held.
At such meetings any business may be transacted which the Corporation
may transact at a meeting of shareholders. If the meeting is held at a place
outside Canada, the 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 a meeting being held at such place.
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8.10 Waiver of Notice
A shareholder and any other person entitled to attend a meeting of
shareholders may in any manner waive notice of a meeting of shareholders and
attendance of any such person at a meeting of shareholders shall constitute a
waiver of notice of the meeting except where such person attends a meeting for
the express purpose of objecting to the transaction of any business on the
grounds that the meeting is not lawfully called.
8.11 Chairman, Secretary and Scrutineers
The president or, in his absence, the chairman of the board, if such
an officer has been elected or appointed and is present, otherwise a
vice-president who is a shareholder of the Corporation shall be chairman of any
meeting of the shareholders. If no such officer is present within fifteen (15)
minutes from the time fixed for holding the meeting, the persons present and
entitled to vote shall choose one of their number to be chairman. If the
secretary of the Corporation is absent, the chairman shall appoint some person,
who need not be a shareholder, to act as secretary of the meeting. If desired,
one or more scrutineers, who need not be shareholders, may be appointed by a
resolution or by the chairman with the consent of the meeting.
8.12 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 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.
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8.13 Quorum
Subject to the Act and Section 8.23 hereof, a quorum for the
transaction of business at any meeting of shareholders shall consist of at least
one (1) or more persons, present or represented by proxy in accordance with
Section 8.15 hereof as long as the holder or holders of ten percent of the
shares entitled to vote at the meeting are present in person or represented by
proxy. If a quorum is present at the opening of any meeting of shareholders, the
shareholders present or represented may proceed with the business of the meeting
notwithstanding that a quorum is not present throughout the meeting. If a quorum
is not present at the opening of the meeting of shareholders, the shareholders
present or represented may adjourn the meeting to a fixed time and place but may
not transact any other business.
8.14 Participation in Meeting by Telephone
A shareholder or any other person entitled to attend a meeting of
shareholders may participate in the meeting by means of telephone or other
telecommunication facilities that permit all persons participating in the
meeting to hear each other and a person participating in such meeting by those
means is deemed to be present at the meeting.
8.15 Proxyholders and Representatives
Votes at meetings of the shareholders may be given either personally
or by proxy: or, in the case of a shareholder who is a body corporate or
association, by an individual authorized by a resolution of the board of
directors or governing body of the body corporate or association to represent it
at meetings of shareholders of the Corporation, upon producing a certified copy
of such resolution or otherwise establishing his authority to vote to the
satisfaction of the secretary or the chairman.
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A proxy shall be executed by the shareholder or his attorney
authorized in writing and is valid only at the meeting in respect to which it is
given or any adjournment of that meeting. A person appointed by proxy need not
be a shareholder.
Subject to the regulations, a proxy may be in the following form:
The undersigned shareholder of _______________________________________
hereby appoints ______________________ of ___________________________,
or failing him, ______________________________________________, as the
nominee of the undersigned to attend and act for the undersigned on
behalf of the undersigned at the __________________________ meeting of
the shareholders of the said Corporation to be held on the ____ day of
__________________, 19__, and any adjournment or adjournments thereof.
DATED this ______ day of __________________, 19_____.
_____________________________
Signature of Shareholder
8.16 Time for Deposit of Proxies
The board may specify in a notice calling a meeting of the
shareholders a time, preceding the time of such meeting by not more than
forty-eight (48) hours exclusive of non-business 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 any agent thereof specified in such notice or if, no such time
having been specified by such notice, it has been received by the secretary of
the Corporation or by the chairman of the meeting or any adjournment thereof
prior to the time of voting.
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8.17 Joint Shareholders
If two or more persons hold shares jointly, any one of them present in
person or duly represented at a meeting of shareholders may, in the absence of
the other or others, vote the shares; but if two or more of those persons are
present in person or represented and vote, they shall vote as one the shares
jointly held by them or in the event of disagreement, the party first named
shall be entitled to vote the shares.
8.18 Votes to Govern
Except as otherwise required by the Act, all questions proposed for
the consideration of shareholders at a meeting of shareholders shall be
determined by a majority of the votes cast and in the event of an equality of
votes at any meeting of shareholders either by show of hands or upon a ballot,
there shall be no second or casting vote.
8.19 Show of Hands
Subject to the Act, any question at a meeting of shareholders shall be
decided by a show of hands, unless a ballot thereon is required or demanded 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
entry to that effect in the minutes of the meeting shall be prima facie evidence
of the fact without proof of the number of votes required in favour of or
against any resolution or other proceeding in respect to this question and the
result of the votes so taken shall be the decision of shareholders on the said
question.
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8.20 Ballots
On any question proposed for consideration at a meeting of
shareholders, a shareholder, proxyholder or other person entitled to vote may
demand or the chairman may require that a ballot be taken either before or upon
the declaration of the result of any vote by show of hands. If a ballot is
demanded on the election of a chairman or on a question of adjournment, it shall
be taken forthwith without an adjournment. A ballot demanded or required on any
other question shall be taken in such manner as the chairman shall direct. A
demand or requirement for a ballot may be withdrawn at any time prior to the
taking of the ballot. If a ballot is taken each person present shall be
entitled, in respect to the shares that he is entitled to vote at the meeting
upon the question, to the number of votes as provided for by the articles or, in
the absence of such provision in the articles, to one vote to each share he is
entitled to vote except as herein otherwise provided. The result of the ballot
so taken shall be the decision of the shareholders upon the question.
8.21 Adjournment
The chairman at a meeting of shareholders may, with the consent of the
meeting and subject to such conditions as the meeting may decide, adjourn the
meeting from time to time and from place to place. If a meeting of shareholders
is adjourned for less than thirty (30) days, it shall not be necessary to give
notice of the adjourned meeting, other than by announcement at the time of the
adjournment. Subject to the Act, if a meeting of shareholders is adjourned by
one or more adjournments for an aggregate of thirty (30) days or more, notice of
the adjourned meeting shall be given in the same manner as a notice for an
original meeting.
8.22 Resolution in Lieu of Meeting
A resolution in writing signed by all shareholders
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entitled to vote on that resolution at a meeting of shareholders is as valid as
if it had been passed at a meeting of shareholders; and a resolution in writing
dealing with all matters required to be dealt with at a meeting of the
shareholders, and signed by all the shareholders entitled to vote at such
meeting, satisfies all the requirements of the Act relating to meetings of
shareholders. A copy of every such resolution in writing shall be kept with the
minutes of the meeting of the shareholders. Any such resolution in writing is
effective for all purposes at such time as the resolution states regardless of
when the resolution is signed.
8.23 Only One Shareholder is the Title
Where the Corporation has only one shareholder or only one holder of
any class or series of shares, the shareholder present in person or duly
represented constitutes a meeting, and all other provisions of these by-laws are
applicable to a single shareholder corporation shall be deemed to be amended,
where applicable.
SHARES
9.01 Allotment and Issuance
Subject to Section 25 of the Act, the articles and any unanimous
shareholder agreement, the board may from time to time allot or grant options to
purchase 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 may determine, provided that no share shall be issued until it is fully
paid as provided by the Act.
9.02 Commissions
The board may from time to time authorize the Corporation to pay a
reasonable commission to any person in consideration of his purchasing or
agreeing to purchase shares of
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the Corporation from the Corporation or from any other person, or procuring or
agreeing to procure purchasers for shares of the Corporation, provided that a
sale of such shares and payment of any such commissions shall not violate any
applicable provisions of the Securities Act, R.S.A. 1981, Chapter S-8.1 and any
amendments thereto or Regulations thereunder.
9.03 Non-Recognition of Trusts
Subject to the Act, a Corporation may treat the registered holder of
any share as the person exclusively entitled to vote, to receive notices, to
receive any dividend or other payments in respect of the share, and otherwise to
exercise all the rights and powers of an owner of the share.
9.04 Certificates
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 acknowledgement 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 acknowledgements of a shareholder's right to a
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 3.01 hereof and need not be under the corporate seal. The signatures of
the signing officers may be printed or mechanically reproduced in facsimile upon
share certificates and every such facsimile signatures 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.
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9.05 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 or such other
certificate in lieu of and upon cancellation of a certificate that has been
mutilated or in substitution for a certificate claiming to have been lost,
destroyed or wrongfully taken on payment of such reasonable fee and upon such
terms as to indemnity, reimbursement of expenses and evidence of loss and of
title as the board may from time to time prescribe, whether generally or in any
particular case.
9.06 Joint Holders
If two or more persons are registered as joint holders of any share,
the Corporation shall not be bound to issue more than one certificate in respect
thereof, and delivery of such certificate to one of such persons shall be
sufficient to all of them. Any one of such persons may give effectual receipts
for the certificate issued in respect thereof or for any dividend, return of
capital or such other money payable or warranted issuable in respect of such
share.
TRANSFER OF SECURITIES
10.01 Registration of Transfer
Subject to the Act and any unanimous shareholders agreement, no
transfer of a share shall be registered in a securities register except upon
presentation of the certificate representing such share with an endorsement
which complies with the Act made thereon or delivered therewith duly executed by
an appropriate person as provided by the Act, together with such reasonable
assurance that the endorsement is genuine and effective as the board may from
time to time prescribe, upon payment of all applicable taxes and any reasonable
fees prescribed by the board.
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upon compliance with such restrictions on transfer as are authorized by the
articles and upon satisfaction of any lien referred to in Section 10.05 hereof.
10.02 Transfer Agents and Registrars
The board from time to time by resolution appoint or remove one or
more transfer agents registered under the Trust Companies Act of the Province of
Alberta to maintain a central securities register or registers and one or more
branch transfer agents to maintain a branch securities register or registers. A
transfer agent or branch transfer agent so appointed may be designated as such
or may be designated as a registrar, according to his functions, and a person
may be appointed and designated with the functions of both registrar and
transfer agent or branch transfer agent. The board may provide for the
registration of transfers of securities by and in the offices of such transfer
agent, or branch transfer agents or registrars. In the event of any such
appointment in respect of any of the shares of the Corporation, all share
certificates issued by the Corporation in respect of those shares shall be
countersigned by or on behalf of one of the said transfer agents, branch
transfer agents or registrars, if any, as the case may be.
10.03 Securities' Registers
A central securities register of the Corporation shall be kept at the
designated records office of the Corporation, if any, otherwise the registered
office of the Corporation, or at an office or offices of a company or companies
registered under the Trust Companies Act of the Province of Alberta, as may from
time to time be designated by resolution of the board of directors to act as the
Corporation's transfer agent or agents, to record the shares and other
securities issued by the Corporation in registered form, showing with respect to
each class or series of shares and other securities.
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(a) the names, alphabetically arranged, and the latest known address
of each person who is or has been a holder;
(b) the number of shares or other securities held by each holder; and
(c) the date and particulars of the issue and transfer of each share
or other security.
Branch securities register or registers may be kept either in or
outside Alberta at such office or offices of the Corporation as the directors
may determine, or at the office or offices of such other person or persons or
companies as may from time to time be designated by resolution of the directors
to act as the Corporation's branch transfer agent or agents. A branch securities
register shall contain particulars of securities issued or transferred at that
branch. Particulars of each issue or transfer of a security registered in a
branch securities register shall also be kept in the corresponding central
securities register.
10.04 Deceased Shareholders
In the event of the death of a holder, or of one of the joint holders,
of any share, the Corporation shall not be required to make any entry in the
securities register in respect thereof or make any dividend or any other
payments in respect thereof except upon production of all such documents as may
be required by law and upon compliance with the reasonable requirements of the
Corporation and its transfer agents.
10.05 Lien for Indebtedness
If the articles provide that the Corporation shall have a lien on
shares registered in the name of a shareholder indebted to the Corporation for
any unpaid amount owing on a share issued
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by the Corporation on the date the Corporation was continued under the Act, such
lien may be enforced, subject to the articles, by the sale of the shares thereby
affected or by any other action, suit, remedy or proceeding authorized or
permitted by law or by equity and, pending such enforcement, the Corporation may
refuse to register a transfer of the whole or any part of such shares.
DIVIDENDS AND RIGHTS
11.01 Dividends
Subject to the Act, the board may from time to time declare dividends
payable to the shareholders according to their respective rights and interests
in the Corporation. Dividends may be paid in money or property or by issuing
fully paid shares of the Corporation.
11.02 Dividend Cheques
A dividend payable in money shall be paid by cheque to the order of
each registered holder of shares of the class or series in respect of which it
has been declared, and mailed by prepaid ordinary mail to such registered holder
at his address recorded in the Corporation's security register or registers
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 such joint holders 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.
11.03 Non-Receipt of Cheques
In the event of non-receipt of any dividend cheque by
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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.
11.04 Unclaimed Dividends
Any dividend unclaimed for a period of three (3) years from the date
on which the same has been declared to be payable shall be forfeited and shall
revert to the Corporation.
11.05 Record Date for Dividends and Rights
The board may fix in advance a date, preceding by not more than fifty
(50) days the date for the payment of any dividend, as a record date for the
determination of the persons entitled to receive payment of such dividend,
provided that such notice of any record date is given, not less than seven (7)
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
dividends shall be at the close of business on the day which the resolution
relating to such dividend is passed by the board.
INFORMATION AVAILABLE TO SHAREHOLDERS
12.01 Restrictions on Availability
Except as provided by the Act, no shareholder shall be entitled to
obtain information respecting any details or conduct of the Corporation's
business which in the opinion of the directors would not be expedient or in the
interests of the Corporation to communicate to the public.
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12.02 Inspection of Records by Shareholders
The directors may from time to time, subject to rights conferred by
the Act, determine whether and to what extent and at what time and place and
under what conditions or regulations the documents, books and registers and
accounting records of the Corporation or any of them shall be open to the
inspection of shareholders and no shareholder shall have any right to inspect
any document or book or register or account record of the Corporation except as
conferred by statute or authorized by the board of directors or by a resolution
of the shareholders.
12.03 Registered Office and Separate Records Office
Until changed in accordance with the Act, the registered office of the
Corporation shall be at a place within Alberta specified in the notice
prescribed for by Section 19(2) of the Act and at such location therein as the
board may from time to time determine. The records office will be at such
location, if any, as the board may from time to time determine.
NOTICES
13.01 Method of Giving Notices
Any notice or other document required by the Act, the regulations, the
articles or the by-laws to be sent to any shareholder or director or to the
auditors shall be delivered personally or sent by prepaid mail or by telegram or
cable or telex to any such shareholder at his latest address as shown in the
records of the Corporation or its transfer agent and to any such director at his
latest address as shown in the records of the Corporation or in the last notice
filed under Section 101 or 108 of the Act, and to the auditor at his business
address. A notice shall be deemed to have been given and received when it is
delivered personally to any such person or to his address as
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aforesaid: a notice mailed shall be deemed to have been given when deposited in
a post office or public letter box; and a notice sent by any means of
transmitted or recorded communication shall be deemed to have been given when
dispatched or delivered to the appropriate communication company or agency or
its representative for dispatch. The secretary may change or cause to be changed
the recorded address of any shareholder, director, officer, auditor or member of
a committee of the board in accordance with any information believed by him to
be reliable.
13.02 Notice to Joint Shareholders
If two (2) or more persons are registered as joint holders of any
share, any notice may be addressed to all of such joint holders but notice
addressed to one of such persons shall be sufficient notice to all of them.
13.03 Persons Entitled by Death or Operation of Law
Every person who, by operation of law, transfer, death of a
shareholder or any other means whatsoever, shall become entitled to any share,
shall be bound by every notice in respect of such share which shall have been
duly given to the shareholder from whom he derives his title to such share prior
to his name and address being entered on the securities register (whether such
notice was given before or after the happening of the event upon which he became
so entitled) and prior to his furnishing to the Corporation the proof of
authority or evidence of entitlement prescribed by the Act.
13.04 Non-Receipt of Notices
If a notice or document is sent to a shareholder by prepaid mail in
accordance with Section 13.01 hereof and the notice or document is returned on
two (2) consecutive occasions, it shall not be necessary to send any further
notice or document
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to the shareholder until he informs the Corporation in writing of his new
address; provided, always, that the return of a notice of a shareholders'
meeting mailed to a shareholder in accordance with Section 13.01 of this by-law
shall be deemed to be received by the shareholder on the date deposited in the
mail notwithstanding the return of notice.
13.05 Omissions and Errors
The accidental omission to give any notice to any shareholder,
director, officer, auditor or member of a committee of the board or the
non-receipt of any notice by any such person or any error in any notice not
effecting the substance thereof shall not invalidate any action taken at any
meeting held pursuant to such notice or otherwise founded thereon.
13.06 Signature on Notices
Unless otherwise specifically provided, the signature of any director
or officer of the Corporation to any notice or document to be given by the
Corporation may be written, stamped, typewritten or printed or partly written,
stamped, typewritten or printed.
13.07 Waiver of Notice
Any shareholder, proxyholder, or other person entitled to attend a
meeting of shareholders, director, officer, auditor or member of a committee of
the board may at any time waive any notice, or waive or abridge the time for any
notice, required to be given to him under the Act, the regulations thereunder,
the articles, the by-laws or otherwise and such waiver or abridgement, whether
given before or after the meeting or other event of which notice is required to
be given, shall cure any default in the giving or in the time of such notice, as
the case may be. Any such waiver or abridgement shall be in writing except a
waiver of
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notice of a meeting of shareholders or of the board or a committee of the board
which may be given in any manner.
DIVISIONS
14.01 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 provided, as may be considered
appropriate in each case. In connection with any such division, the board or,
subject to any direction by the board, the president, may authorize from time to
time, upon such basis as may be considered appropriate in each case:
(a) Subdivision and consolidation - 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 and sub-units;
(b) Name - 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,
the name other than the name of the Corporation, provided that the
Corporation shall set out its name in legible characters in all places
required by law; and
(c) Officers - the appointment of officers for any such division or sub-unit,
the determination of their powers and duties, and the removal of any such
officers so appointed, provided that any such officer shall not, as such,
be officers of the Corporation.
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MISCELLANEOUS
15.01 Financial Year
The board shall determine the financial year of the Corporation from
time to time.
15.02 Directors to Require Surrender of Share Certificates
The directors in office when a Certificate of Continuance is issued
under the Act are hereby authorized to require the shareholders of the
Corporation to surrender their share certificates, or such of their share
certificates as the directors may determine, for the purpose of cancelling the
share certificates and replacing them with new share certificates that comply
with Section 45 of the Act, in particular, replacing existing share certificates
with share certificates that are not negotiable securities under the Act. The
directors in office shall act by resolution under this section and shall in
their discretion decide the manner in which they shall require the surrender of
the existing share certificates and a time in which the shareholders must comply
with the requirement and the form or forms of the share certificates to be
issued in place of the existing share certificates. The directors may take such
proceedings as they deem necessary to compel any shareholder to comply with a
requirement to surrender his share certificate or certificates pursuant to this
Section. Notwithstanding any other provision of this by-law, but subject to the
Act, the directors may refuse to register the transfer of shares represented by
a share certificate that is not then surrendered pursuant to a requirement under
this section.
15.03 Financial Assistance to Shareholders, Employees and Others
The Corporation may give financial assistance by means
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of a loan, guarantee or otherwise:
(a) to any person in the ordinary course of business if the lending of money is
part of the ordinary business of the Corporation;
(b) to any person on account of expenditures incurred or to be incurred on
behalf of the Corporation;
(c) to a holding body corporate if the Corporation is a wholly owned subsidiary
of the holding body corporate;
(d) to a subsidiary body corporate of the Corporation; or
(e) to employees of the Corporation or any of its affiliates:
(i) to enable or assist them to purchase or erect living accommodations
for their own occupation; or
(ii) in accordance with the plan for the purchase of shares of the
Corporation or any of its affiliates to be held by a trustee;
and, subject to the Act:
(a) to a shareholder or director of the Corporation or of an affiliated
corporation;
(b) to an associate of a shareholder as defined by Section 1(c) of the Act or
of a director of the Corporation or of an affiliated corporation; or
(c) to any person for the purpose of or in connection with a purchase of a
share issued or to be issued by the Corporation or an affiliated
corporation.
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15.04 Severability
The invalidity or unenforceability of any provision of this by-law
shall not affect the validity or unenforceability of the remaining provisions of
this by-law.
15.05 Shareholders Approval to Amend By-law Number 1
Unless the articles, any other by-law or a unanimous shareholders'
agreement otherwise provide, the directors may, by resolution, make, amend or
repeal this by-law. The directors shall submit any amendment or a repeal of any
provision of this by-law, made pursuant to this Section, to the shareholders at
the next meeting of the shareholders, and the shareholders may, by ordinary
resolution, confirm, reject or amend the amendment or the repeal. An amendment
or a repeal of any provision of this by-law is effective from the date of the
resolution of the directors as made hereunder until it is confirmed, confirmed
as amended, or rejected by the shareholders or until it ceases to be effective,
and, if the amendment is confirmed, it shall continue in effect in the form in
which it was so confirmed. If an amendment or repeal of this by-law is rejected
by the shareholders or if the directors do not submit an amendment or a repeal
of this by-law to the shareholders as required hereunder, the amendment or
repeal ceases to be effective and no subsequent resolutions of the directors to
amend or repeal any provisions of this by-law having substantially the same
purpose or effect is effective until it is confirmed or confirmed as amended by
the shareholders. A shareholder entitled to vote at an annual meeting of the
shareholders may in accordance with Section 131 of the Act make a proposal to
amend or repeal any provision of this by-law.
15.06 Effective Date
This by-law shall come into force upon the issuance of
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the Certificate of Incorporation, continuance or amalgamation as the case may
be, under the Act.
15.07 Continuation
Notwithstanding that the articles of the Corporation under the
Companies Act of Alberta are repealed as of the coming into force of this
by-law, such repeal shall not affect the previous operation of any provision of
the articles so repealed or affect the validity of any act done or right,
privilege, obligation or liability acquired or incurred under, where the
validity of any contract or agreement made pursuant to, any such provision of
the articles prior to its repeal. All officers and persons acting under the
articles so repealed shall continue to act as if appointed under the provisions
of this by-law and all resolutions of the shareholders or board passed under the
repealed articles shall continue to be valid acts of the Corporation.
CONFIRMED by the shareholders in accordance with the Act this 18 day
of December, 1995.
/s/ ILLEGIBLE
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SECRETARY
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