SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
Quarterly Report Pursuant to Section 13 or 15(d) of
Securities Exchange Act of 1934
For the quarterly period ended June 30, 1997
Commission File Number 0-16019
INTERNATIONAL PRECIOUS METALS CORPORATION
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(Exact name of Registrant as specified in its Charter)
Province of Ontario, Canada
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(Jurisdiction of formation)
86-0766060
Employer Identification Number
4633 South 36th Place, Phoenix, Arizona 85040
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(Address of principal executive offices)
(602) 414-1830
(Registrant's telephone number)
The registrant had 20,778,263 shares of outstanding common shares as of August
13, 1997.
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No___.
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Item 6: Exhibits and reports on Form 8-K
(a) The following exhibits are filed with this report:
3(a) By-Laws of the Company as adopted on June 20,1997
10(bb) Amended Property Purchase Agreement dated as of July 29,
1997 among the Company, International Precious Metals of
Arizona and Omega International Corporation
27 Financial Data Schedule
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
INTERNATIONAL PRECIOUS METALS CORPORATION
August 20, 1997
/s/ Billie J. Allred
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Billie J. Allred
Chief Financial Officer
August 20, 1997
/s/Tanya Nelson
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Tanya Nelson
Chief Accounting Officer
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INTERNATIONAL PRECIOUS METALS CORPORATION
Quarterly Report on Form 10-Q For
The Quarter Ended June 30, 1997
EXHIBIT INDEX
Exhibit Description Page
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3(a) By-Laws of the Company as adopted on June 20, 1997
10(bb) Amended Property Purchase Agreement dated as of
July 29, 1997 among the Company, International
Precious Metals of Arizona and Omega International
Corporation
27 Financial Data Schedule
Exhibit 3(a)
BY-LAW NO. 4
A by-law relating generally to
the conduct of the affairs of
INTERNATIONAL PRECIOUS METALS CORPORATION
CONTENTS
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1. Interpretation
2. Business of the Corporation
3. Directors
4. Committees
5. Officers
6. Protection of Directors, Officers and Others
7. Shares
8. Dividends and Rights
9. Meetings of Shareholders
10. Information Available to Shareholders
11. Divisions and Departments
12. Notices
13. Effective Date
BE IT ENACTED AND IT IS HEREBY ENACTED as a by-law of International Precious
Metals Corporation (hereinafter called the "Corporation") as follows:
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SECTION ONE
INTERPRETATION
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1.01 Definitions
In the by-laws of the Corporation, unless the context otherwise requires:
(1) "Act" means the Business Corporations Act R.S.0. 1990, c. B16, and the
regulations made pursuant thereto, as from time to time amended, and every
statute that may be substituted therefor and, in the case of such
substitution, any reference in the by-laws of the Corporation to provisions
of the Act shall be read as references to the substituted provisions
therefor in the new statute or statutes;
(2) "affiliate" means an affiliated body corporate, and one body corporate
shall be deemed to be affiliated with another body corporate if, but only
if, one of them is the subsidiary of the other or both are subsidiaries of
the same body corporate or each of them is controlled by the same person;
(3) "appoint" includes "elect" and vice versa;
(4) "articles" means the following as are from time to time in effect in
respect of the Corporation, namely, the original or restated articles of
incorporation, articles of amendment, articles of amalgamation, articles of
arrangement, articles of continuance, articles of dissolution, articles of
reorganization, articles of revival, letters patent, supplementary letters
patent, a special Act and any other instrument by which the Corporation is
incorporated;
(5) "auditor" means the auditor of the Corporation;
(6) "board" means the board of directors of the Corporation;
(7) "by-laws" means this by-law and all other by-laws of the Corporation from
time to time in force and effect;
(8) "meeting of shareholders" includes an annual meeting of shareholders and a
special meeting of shareholders; "special meeting of shareholders" includes
a meeting of any class or classes of shareholders and a special meeting of
all shareholders entitled to vote at an annual meeting of shareholders;
(9) "non-business day" means Saturday, Sunday and any other day that is a
holiday as defined in the Interpretation Act (Ontario);
(10) "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 is more than one; and in
the case of a director, officer, auditor or member of a
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committee of the board his latest address as recorded in the records of the
Corporation
(11) "signing officer" means, in relation to any instrument, any person
authorized to sign the same on behalf of the Corporation by paragraph 2.03
or by a resolution passed pursuant thereto
(12) all terms contained in the by-laws and which are defined in the Act shall
have the meanings given to such terms in the Act; and
(13) the singular shall include the plural and the plural shall include the
singular; the masculine shall include the feminine and neuter genders; and
the word "person" shall include individuals, bodies corporate,
corporations, companies, partnerships, syndicates, trusts, unincorporated
organizations and any number or aggregate of persons.
SECTION TWO
BUSINESS OF THE CORPORATION
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2.01 Corporate Seal
The Corporation may have a corporate seal which shall be adopted and may be
changed by resolution of the board.
2.02 Financial Year
The financial year of the Corporation shall be as determined by the board from
time to time.
2.03 Execution of Instruments
Contracts, documents or instruments in writing requiring the signature of the
Corporation may be signed on behalf of the Corporation by any officer or
director and instruments in writing so signed shall be binding upon the
Corporation without any further authorization or formality. The board shall have
power from time to time by resolution to appoint any officer or officers or any
person or persons on behalf of the Corporation either to sign contracts,
documents and instruments in writing generally or to sign specific contracts,
documents or instruments in writing.
The seal of the Corporation may when required be affixed to contracts, documents
and instruments in writing signed as aforesaid or by any officer or officers,
person or persons, appointed as aforesaid by resolution of the board.
The term "contracts, documents or instruments in writing" as used in this by-law
shall include deeds, mortgages, hypothecs, charges, conveyances, transfers and
assignments of property, real or personal, movable or immovable, agreements,
releases, receipts and discharges for the payment of money or other obligations,
conveyances, transfers and assignments of shares, share warrants, stocks, bonds,
debentures, notes or other securities and all paper writings.
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The signature or signatures of the Chairman of the Board (if any), the
President, a Vice-President, the Secretary, the Treasurer, an Assistant
Secretary, an Assistant Treasurer or any director of the Corporation and/or any
other officer or officers, person or persons, appointed as aforesaid by
resolution of the board may, if specifically authorized by resolution of the
directors, be printed, engraved, lithographed or otherwise mechanically
reproduced upon any contracts, documents or instruments in writing or bonds,
debentures, notes or other securities of the Corporation executed or issued by
or on behalf of the Corporation and all contracts, documents or instruments in
writing or bonds, debentures, notes or other securities of the Corporation on
which the signature or signatures of any of the foregoing officers or directors
or persons authorized as aforesaid shall be so reproduced pursuant to special
authorization by resolution of the board, shall be deemed to have been manually
signed by such officers or directors or persons whose signature or signatures is
or are so reproduced and shall be as valid to all intents and purposes as if
they had been signed manually and notwithstanding that the officers or directors
or persons whose signature or signatures is or are so reproduced may have ceased
to hold office at the date of the delivery or issue of such contracts, documents
or instruments in writing or bonds, debentures, notes or other securities of the
Corporation.
2.04 Resolutions in Writing
A resolution in writing, signed by all the directors entitled to vote on that
resolution at a meeting of directors or a committee of directors, is as valid as
if it had been passed at a meeting of directors or such committee of directors.
2.05 Divisions
The board may cause the business and operations of the Corporation or any part
thereof to be divided into one or more divisions upon such basis, including,
without limitation, types of business or operations, geographical territories,
product lines or goods or services, as the board may consider appropriate in
each case. From time to time the board or any person authorized by the board may
authorize, upon such basis as may be considered appropriate in each case:
(a) the further division of the business and operations of any such
division into sub- units and the consolidation of the business and
operations of any such division or sub-units;
(b) the designation of any such division or sub-unit by, and the carrying
on of the business and operations of any such division or sub-unit
under, a name other than the name of the Corporation; and
(c) the appointment of officers for any such division or sub-unit, the
determination of their powers and duties, and the removal of any such
officer so appointed without prejudice to such officer's rights under
any employment contract or in law, provided that any such officer
shall not, as such, be an officer of the Corporation.
2.06 Banking Arrangements
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The banking business of the Corporation, or any part thereof, 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 by resolution prescribe or authorize.
2.07 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
depositaries or in such other manner as may be determined from time to time by
resolution of the board.
All share certificates, bonds, debentures, notes or other obligations or
securities belonging to the Corporation may be issued or held in the name of a
nominee or nominees of the Corporation (and if issued or be held in the names of
more than one 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.
2.08 Voting Shares and Securities in other Companies
All of the shares or other securities carrying voting rights of any other body
corporate held from time to time by the Corporation may be voted at any and all
meetings of shareholders, bondholders, debenture holders or holders of other
securities (as the case may be) of such other body corporate and in such manner
and by such person or persons as the board shall from time to time by resolution
determine. The proper signing officers of the Corporation may also from time to
time execute and deliver for and on behalf of the Corporation proxies and/or
arrange for the issuance of voting certificates and/or other evidence of the
right to vote in such names as they may determine without the necessity of a
resolution or other action by the board.
SECTION THREE
DIRECTORS
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3.01 Number of Directors and Quorum
The number of directors of the Corporation shall be the number of directors as
specified in the articles or, where a minimum and maximum number of directors is
provided for in the articles, the number of directors of the Corporation shall
be the number of directors determined from time to time by special resolution
or, if a special resolution empowers the directors to determine the number, the
number of directors determined by resolution of the board. Subject to paragraph
3.08, the quorum for the transaction of business at any meeting of the board
shall be a majority of the number of directors then in office and or such
greater number of directors as the board may from time to time by resolution
determine, provided that if the
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Corporation has fewer than three directors, all directors must be present at any
meeting of the board to constitute a quorum.
3.02 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, provided that if the Corporation has only one or
two directors, that director or one of the two directors, as the case may be,
shall be a resident Canadian. If the Corporation is or becomes an offering
corporation within the meaning of the Act, at least one-third of the director;
of the Corporation shall not be officers or employees of the Corporation or any
of its affiliates.
3.03 Election and Term
The election of directors shall take place at the first meeting of shareholders
and at each succeeding annual meeting of shareholders and all the directors then
in office shall retire but, if qualified, shall be eligible for reelection. The
number of directors to be elected at any such meeting shall be the number of
directors as specified in the articles or, if a minimum and maximum number of
directors is provided for in the articles, the number of directors determined by
special resolution or, if the special resolution empowers the directors to
determine the number, the number of directors determined by resolution of the
board. The voting on the election shall be by show of hands unless a ballot is
demanded by any shareholder. If an election of directors is not held at the
proper time, the incumbent directors shall continue in office until their
successors are elected.
3.04 Removal of Directors
Subject to the provisions of the Act, the shareholders may by ordinary
resolution passed at a meeting specially called for such purpose 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 a quorum of the directors.
3.05 Vacation of Office
A director ceases to hold office when he dies or, subject to the Act, resigns;
he is removed from office by the shareholders in accordance with the Act; he
becomes of unsound mind and is so found by a court in Canada or elsewhere or if
he acquires the status of a bankrupt.
3.06 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 number or maximum number of
directors or from a failure of the shareholders to elect the number of directors
required to be elected at any meeting of shareholders. In the absence of a
quorum of the board, or if the vacancy has arisen from a failure of the
shareholders to elect the number of directors required to be elected at any
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meeting of shareholders, the directors then in office shall forthwith call a
special meeting of shareholders to fill the vacancy. If the directors then in
office fail to call such meeting or if there are no directors then in office,
any shareholder may call the meeting.
3.07 Action by the Board
The board shall manage or supervise the management of the business and affairs
of the Corporation. Subject to paragraphs 3.08 and 3.09, the powers of the board
may be exercised 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 of the
board remains in office.
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3.08 Canadian Majority
The board shall not transact business at a meeting other than to fill 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.
3.09 Meeting by Telephone
If all the directors of the Corporation present or participating in the meeting
consent, a director may participate in a meeting of the board or of a committee
of the board by means of such telephone, electronic or other communications
facilities as permit all persons participating in the meeting to communicate
with each other simultaneously and instantaneously, 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.
3.10 Place of Meetings
Meetings of the board may be held at any place within or outside Ontario. In any
financial year of the Corporation a majority of the meetings of the board need
not be held within Canada.
3.11 Calling of Meetings
Subject to the Act, meetings of the board shall be held from time to time on
such day and at such time and at such place as the board, the Chairman of the
Board (if any), the President, a Vice-President who is a director or any two
directors may determine and the Secretary, when directed by the board, the
Chairman of the Board (if any), the President, a Vice-President who is a
director or any two directors shall convene a meeting of the board.
3.12 Notice of Meeting
Notice of the date, time and place of each meeting of the board shall be given
in the manner provided in paragraph 12.01 to each director not less than 48
hours (exclusive of any part of a non-business day) 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.
A director may in any manner waive notice of or otherwise consent to a meeting
of the board.
3.13 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.
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3.14 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.
3.15 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, 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.
3.16 Chairman
The chairman of any meeting of the board shall be the first mentioned of such of
the following officers as have been appointed and who is a director and is
present at the meeting: the Chairman of the Board, the President or a
Vice-President. If no such officer is present, the directors present shall
choose one of their number to be chairman.
3.17 Votes to Govern
At all meetings of the board every question shall be decided by a majority of
the votes cast on the question. In case of an equality of votes the chairman of
the meeting shall be entitled to a second or casting vote.
3.18 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
transaction or proposed material contract or transaction with the Corporation
shall disclose in writing to the Corporation or request to have entered in the
minutes of the meetings of the directors the nature and extent of his interest
at the time and in the manner provided by the Act. Any such contract or
transaction or proposed contract or transaction 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 permitted by the
Act.
3.19 Remuneration and Expenses
The directors shall be paid such remuneration for their services as the board
may from time to time determine. The directors shall also be entitled to be
reimbursed for travelling and other expenses properly incurred by them in
attending meetings of the shareholders or of the board or any committee thereof
or otherwise in the performance of their duties. Nothing herein contained shall
preclude any director from serving the Corporation in any other capacity and
receiving remuneration therefor.
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SECTION FOUR
COMMITTEES
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4.01 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 pertain to
items which, under the Act, a committee of directors has no authority to
exercise. A majority of the members of such committee shall be resident
Canadians.
4.02 Transaction of Business
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 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 within or
outside Ontario.
4.03 Audit Committee
The board may, and shall if the Corporation becomes an offering corporation
within the meaning of the Act, elect annually from among its number an audit
committee to be composed of not fewer than three directors of whom a majority
shall not be officers or employees of the Corporation or its affiliates. The
audit committee shall have the powers and duties provided in the Act.
4.04 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.
4.05 Procedure
Unless otherwise determined by the board, each committee shall have power to fix
its quorum at not less than a majority of its members, to elect its chairman and
to regulate its procedure.
SECTION FIVE
OFFICERS
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5.01 Appointment
The board may from time to time appoint a Chairman of the Board, 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
paragraph 5.02, an officer may but need not be a director and one person may
hold more than one office. In case and whenever the same person holds the
offices of Secretary and Treasurer,
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he may but need not be known as the Secretary-Treasurer. All officers shall sign
such contracts, documents, or instruments in writing as require their respective
signatures. In the case of the absence or inability to act of any officer or for
any other reason that the board may deem sufficient, the board may delegate all
or any of the powers of such officer to any other officer or to any director for
the time being.
5.02 Chairman of the Board
The Chairman of the Board, if appointed, shall be a director and shall, when
present, preside at all meetings of the board and committees of the board. The
Chairman of the Board shall be vested with and may exercise such powers and
shall perform such other duties as may from time to time be assigned to him by
the board. During the absence or disability of the Chairman of the Board, his
duties shall be performed and his powers exercised by the President.
5.03 President
The President shall, and unless and until the board designates any other officer
of the Corporation to be the Chief Executive Officer of the Corporation, 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 such
other powers and duties as the board may specify. The President shall be vested
with and may exercise all the powers and shall perform all the duties of the
Chairman of the Board if none be appointed or if the Chairman of the Board is
absent or unable or refuses to act.
5.04 Vice-President
Each Vice-President shall have such powers and duties as the board or the
President may specify. The Vice-President or, if more than one, the
Vice-President designated from time to time by the board or by the President,
shall be vested with all the powers and shall perform all the duties of the
President in the absence or inability or refusal to act of the President,
provided, however, that a Vice-President who is not a director shall not preside
as chairman at any meeting of the board and that a Vice-President who is not a
director and shareholder shall not preside as chairman at any meeting of
shareholders.
5.05 Secretary
The Secretary 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 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 may specify.
5.06 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 may specify. Unless and until the board
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designates any other officer of the Corporation to be the Chief Financial
Officer of the Corporation, the Treasurer shall be the Chief Financial Officer
of the Corporation.
5.07 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 may specify. Any of the powers and duties of
an officer to whom an assistant has been appointed may be exercised and
performed by such assistant, unless the board otherwise directs.
5.08 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.
5.09 Term of Office
The board, in its discretion, may remove any officer of the Corporation, with or
without cause, without prejudice to such officer's rights under any employment
contract. Otherwise each officer appointed by the board shall hold office until
his successor is appointed or until the earlier of his resignation or death.
5.10 Terms of Employment and Remuneration
The terms of employment and the remuneration of an officer appointed by the
board shall be settled by it from time to time. The fact that any officer or
employee is a director or shareholder of the Corporation shall not disqualify
him from receiving such remuneration as may be so determined.
5.11 Conflict of Interest
An officer shall disclose his interest in any material contract or transaction
or proposed material contract or transaction with the Corporation in accordance
with paragraph 3.18.
5.12 Agents and Attorneys
The board shall have 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 powers to subdelegate) as may be thought fit.
5.13 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 but no director shall be liable for failure to require any
such bond or for the insufficiency of any such bond or for any loss by reason of
the failure of the Corporation to receive any indemnity thereby provided.
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SECTION SIX
PROTECTION OF DIRECTORS OFFICERS AND OTHERS
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6.01 Submission of Contracts or Transaction to Shareholders for Approval
The board in its discretion may submit any contract, act or transaction for
approval, ratification or confirmation at any 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 a resolution passed by a
majority of the votes cast at any such meeting (unless any different or
additional requirement is imposed by the Act or by the Corporation's 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 or confirmed by
every shareholder of the Corporation.
6.02 For the Protection of Directors and Officers
In supplement of and not by way of limitation upon any rights conferred upon
directors by the provisions of the Act, it is declared that no director shall be
disqualified by his office from, or vacate his office by reason of, holding any
office or place of profit under the Corporation or under any body corporate in
which the Corporation shall be a shareholder or by reason of being otherwise in
any way directly or indirectly interested or contracting with the Corporation
either as vendor, purchaser or otherwise or being concerned in any contract or
arrangement made or proposed to be entered into with the Corporation in which he
is in any way directly or indirectly interested either as vendor, purchaser or
otherwise nor shall any director be liable to account to the Corporation or any
of its shareholders or creditors for any profit arising from any such office or
place of profit; and, subject to the provisions of the Act, no contract or
arrangement entered into by or on behalf of the Corporation in which any
director shall be in any way directly or indirectly interested shall be avoided
or voidable and no director shall be liable to account to the Corporation or any
of its shareholders or creditors for any profit realized by or from any such
contract or arrangement by reason of the fiduciary relationship existing or
established thereby. Subject to the provisions of the Act and to paragraph 3.18,
no director shall be obliged to make any declaration of interest or refrain from
voting in respect of a contract or proposed contract with the Corporation in
which such director is in any way directly or indirectly interested.
6.03 Limitation of Liability
Except as otherwise provided in the Act, no director or officer for the time
being of the Corporation shall be liable for the acts, receipts, neglects or
defaults of any other director or officer or employee or for joining in any
receipt or act for conformity or for any loss, damage or expense happening to
the Corporation through the insufficiency or deficiency of title to any property
acquired by the Corporation or for or on behalf of the Corporation or for the
insufficiency or deficiency of any security in or upon which any of the moneys
of or belonging to the Corporation shall be placed out or invested or for any
loss or damage arising from the bankruptcy, insolvency or tortious act of any
persons, firm or corporation including any person, firm or corporation with whom
or which any moneys, securities or effects shall be lodged or deposited for any
loss, conversion, misapplication or misappropriation of or any damage resulting
from any dealings with any moneys, securities or other assets belonging to the
Corporation or for any other loss, damage or misfortune whatever which may
happen in the execution of the duties of his respective office or trust or in
relation thereto unless the
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same shall happen by or through his failure to exercise the powers and to
discharge the duties of his office honestly, in good faith and in the best
interests of the Corporation and in connection therewith to exercise the degree
of care, diligence and skill that a reasonably prudent person would exercise in
comparable circumstances. 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. If any director or officer of the Corporation shall be
employed by or shall perform services for the Corporation otherwise than as a
director or officer or shall be a member of a firm or a shareholder, director or
officer of a company which is employed by or performs services for the
Corporation, the fact of his being a director or officer of the Corporation
shall not disentitle such director or officer or such firm or company, as the
case may be, from receiving proper remuneration for such services.
6.04 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, and his heirs and
legal representatives, against all costs, charges and expenses, including an
amount paid to settle an action or satisfy a judgment, reasonably incurred by
him in respect of any civil, criminal or administrative action or proceeding to
which he is made a party by reason of being or having been a director or officer
of the Corporation or such body corporate, if:
(a) he acted honestly and in good faith with a view to the best interest
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.
The Corporation shall also indemnify such person in such other circumstances as
the Act permits or requires.
6.05 Insurance
The Corporation may purchase and maintain insurance for the benefit of any
person referred to in paragraph 6.04 against such liabilities and in such
amounts as the board may from time to time determine and are permitted by the
Act.
SECTION SEVEN
SHARES
------
7.01 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 provided by the
Act.
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7.02 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 the Corporation, whether from the Corporation or from any
other person, or procuring or agreeing to procure purchasers for any such
shares.
7.03 Registration of Transfers
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 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 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 paragraph 7.05.
7.04 Transfer Agents and Registrars
The board may from time to time appoint one or more agents to maintain, in
respect of each class of securities of the Corporation issued by it in
registered form, a securities register and one or more branch securities
registers. Such a person may be designated as transfer agent and registrar
according to his functions and one person may be designated both registrar and
transfer agent. The board may at any time terminate such appointment.
7.05 Lien for Indebtedness
The Corporation shall have a lien on any share registered in the name of a
shareholder or his legal representatives for a debt of that shareholder to the
Corporation, provided that if the shares of the Corporation are listed on a
stock exchange recognized by the Ontario Securities Commission, the Corporation
shall not have such lien. The Corporation may enforce any lien that it has on
shares registered in the name of a shareholder indebted to the Corporation by
the sale of the shares thereby affected or by any other action, suit, remedy or
proceeding authorized or permitted by law and, pending such enforcement, the
Corporation may refuse to register a transfer of the whole or any part of such
shares.
7.06 Non-recognition of Trusts
Subject to the provisions of the Act, the Corporation may 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 Corporation's records or on
the share certificate.
7.07 Share Certificates
Every holder of one or more shares of the Corporation shall be entitled, at his
option, to a
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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 paragraph 2.03 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, may be 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.
7.08 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 such reasonable 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.
7.09 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 shares.
7.10 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.
SECTION EIGHT
DIVIDENDS AND RIGHTS
--------------------
8.01 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
interest in the Corporation.
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Dividends may be paid in money or property or by issuing fully paid shares of
the Corporation.
8.02 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 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.
8.03 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.
8.04 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 the 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, and
notice of any such record date shall be given not less than seven days before
such record date in the manner provided by the Act. If no record date is so
fixed, 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.
8.05 Unclaimed Dividends
Any dividend unclaimed after a period of six years from the date on which the
same has been declared to be payable shall be forfeited and shall revert to the
Corporation.
SECTION NINE
MEETINGS OF SHAREHOLDERS
------------------------
9.01 Annual Meetings
The annual meeting of shareholders shall be held at such time in each year as
the board, the Chairman of the Board (if any) 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 and for the transaction of
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such other business as may properly be brought before the meeting.
9.02 Special Meetings
The board, the Chairman of the Board (if any) or the President shall have power
to call a special meeting of shareholders at any time.
9.03 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.
9.04 Notice of Meetings
Notice of the time and place of each meeting of shareholders shall be given in
the manner provided in paragraph 12.01 not less than 10 days 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 is
entered in the securities register as the holder of one or more shares carrying
the right to vote at the meeting. Notice of a meeting of shareholders called for
any purpose other than consideration of the financial statements and auditor's
report, election of directors and reappointment of the incumbent auditor shall
state or be accompanied by a statement of the nature of such business in
sufficient detail to permit the shareholder to form a reasoned judgment thereon
and the text of any special resolution or by-law to be submitted to the meeting.
A shareholder and any other person entitled to attend a meeting of shareholders
may in any manner waive notice of or otherwise consent to a meeting of
shareholders.
9.05 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 held by each shareholder entitled to vote
at the meeting. If a record date for the meeting is fixed pursuant to paragraph
9.06, the shareholders listed shall be those registered at the close of business
on 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 central securities register
is maintained and at the meeting for which the list was prepared.
9.06 Record Date for Notice
The board may fix in advance a date, preceding the date of any meeting of
shareholders by not more than 50 days and not less than 21 days, as a record
date for the determination of the shareholders entitled to notice of the
meeting, provided that notice of any such record date shall be given not less
than seven days before such record date by newspaper advertisement in the manner
provided in the Act and, if any shares of the Corporation are listed for trading
on a stock exchange in Canada, by written notice to each such stock exchange. If
no record
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date is so fixed, the record date for the determination of the shareholders
entitled to notice of the meeting shall be at the close of business on the day
immediately preceding the day on which the notice is given or, if no notice is
given, the day on which the meeting is held.
9.07 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 waive notice of or otherwise consent to such
meeting being held; and
(b) if the auditor and the directors are present or waive notice of or
otherwise consent to such meeting being held, so long as such
shareholders, auditor and directors present are not attending for the
express purpose of objecting to the transaction of any business on the
grounds that the meeting is not lawfully called. At such a 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.
9.08 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: the President or a Vice-President who is a director and 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
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.
9.09 Persons Entitled to be Present
The only persons entitled to be present at a meeting of shareholders shall be
those entitled to vote thereat, the directors and the auditor 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.
9.10 Quorum
Subject to paragraph 9.20, two persons present in person, each being a
shareholder entitled to vote at the meeting or a duly appointed proxyholder for
an absent shareholder entitled to vote at the meeting shall be a quorum at any
meeting of the shareholders for the choice of a chairman of the meeting and the
adjournment of the meeting; for all other purposes a quorum at any meeting of
shareholders unless a greater number is required to be present or a greater
number of shares are required to be represented at the meeting by the Act or by
the articles
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or any other by-law shall be persons present in person, each being a shareholder
entitled to vote at the meeting or a duly appointed proxyholder for an absent
shareholder entitled to vote at the meeting not being less than two in number
and holding or representing by proxy not less than 51% of the total number of
the issued shares of the Corporation for the time being enjoying voting rights
at such meeting. If at any meeting, the requisite quorum is not present within
half an hour after the time appointed for the meeting, then the meeting shall be
adjourned to such date not being less than 10 days later and to such time and
place as may be announced by the chairman at the meeting and subject to 9.18, it
shall not be necessary to give notice of the adjourned meeting.
At such adjourned meeting the persons present at such meeting, provided that
there are at least two such persons present in person, each being a shareholder
entitled to vote at the meeting or a duly appointed proxyholder for an absent
shareholder entitled to vote at the meeting, shall be a quorum for the
transaction of the business for which the meeting was originally called.
9.11 Right to Vote
Subject to the provisions of the Act as to authorized representatives of any
other body corporate or association, at any meeting of shareholders for which
the Corporation has prepared the list referred to in paragraph 9.05, every
person who is named in such list shall be entitled to vote the shares shown
opposite his name except to the extent that such person has transferred any of
his shares after the record date determined in accordance with paragraph 9.06
and the transferee, having produced properly endorsed certificates evidencing
such shares or having otherwise established that he owns such shares, has
demanded not later than 10 days before the meeting that his name be included in
such list. In any such case the transferee shall be entitled to vote the
transferred shares at the meeting. At any meeting of shareholders for which the
Corporation has not prepared the list referred to in paragraph 9.05, 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.
9.12 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 authorized in writing and
shall conform with the requirements of the Act.
9.13 Time for Deposit of Proxies
The board may by resolution specify in a notice calling a meeting of
shareholders a time, preceding the time of such meeting or an adjournment
thereof by not more than 48 hours exclusive of any part of a non-business day,
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, only if 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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9.14 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 the
shares jointly held by them.
9.15 Votes to Govern
At any meeting of shareholders every question shall, unless otherwise required
by the articles or by-laws or by law, be determined by a majority of the votes
cast on the question. In case of an equality of votes either upon a show of
hands or upon a poll, the chairman of the meeting shall be entitled to a second
or casting vote.
9.16 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.
9.17 Ballots
On any question proposed for consideration at a meeting of shareholders, and
whether or not a vote by 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, to 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.
9.18 Adjournment
The chairman at the meeting of shareholders may with the consent of the meeting
and subject to such conditions as the meeting may decide, or where otherwise
permitted under the provisions of the Act, adjourn the meeting from time to time
and from place to place. 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.
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9.19 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 auditor in
accordance with the Act.
9.20 Only One Shareholder
Where the Corporation has only one shareholder or only one holder of any class
or series of shares, all business which the Corporation may transact at an
annual or special meeting of shareholders shall be transacted in the manner
provided for in paragraph 9.19.
SECTION TEN
INFORMATION AVAILABLE TO SHAREHOLDERS
-------------------------------------
10.01 Information Available to Shareholders
Except as provided by 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 directors it would be inexpedient in the interests
of the Corporation to communicate to the public.
10.02 Directors' Determination
The directors may from time to time, subject to the 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 accounting record of the Corporation except as conferred by
statute or authorized by the board or by a resolution of the shareholders in
general 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 or any such divisions or sub-units to be consolidated
upon such basis as the board may consider appropriate in each case.
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11.02 Name of Division
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 under such name, provided
that the Corporation shall set out its name in legible characters in all
contracts, invoices, negotiable instruments and orders for goods or services
issued or made by or on behalf of the Corporation.
11.03 Officers of Division
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
officer's 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 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 shall be
deemed to have been received on the fifth day after so depositing; 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 Signature to Notices
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.
12.03 Proof of Service
A certificate of the Chairman of the Board (if any), the President, a
Vice-President, the Secretary or the Treasurer or of any other officer of the
Corporation in office at the time of the making of the certificate or of a
transfer officer of any transfer agent or branch transfer agent of shares of any
class of the Corporation as to the facts in relation to the mailing or delivery
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of any notice or other document to any shareholder, director, officer or auditor
or publication of any notice or other document shall be conclusive evidence
thereof and shall be binding on every shareholder, director, officer or auditor
of the Corporation as the case may be.
12.04 Notice to Joint Shareholders
All notices with respect to shares registered in more than one name shall, if
more than one address appears on the records of the Corporation in respect of
such joint holdings, be given to all of such joint shareholders at the first
address so appearing, and notice so given shall be sufficient notice to the
holders of such shares.
12.05 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 both the date of
giving the notice and the date of the meeting or other event shall be excluded.
12.06 Undelivered Notices
If any notice given to a shareholder pursuant to paragraph 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.
12.07 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 nonreceipt 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 found thereon.
12.08 Deceased Shareholders
Any notice or other document delivered or sent by post or left at the address of
any shareholder as the same appears in the records of the Corporation shall,
notwithstanding that such shareholder be then deceased, and whether or not the
Corporation has notice of his decease, be deemed to have been duly served in
respect of the shares held by such shareholder (whether held solely or with any
person or persons) until some other person be entered in his stead in the
records of the Corporation as the holder or one of the holders thereof and such
service shall for all purposes be deemed a sufficient service of such notice or
document on his heirs, executors or administrators and on all persons, if any,
interested with him in such shares.
12.09 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
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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.
12.10 Waiver of Notice
Any shareholder (or his duly appointed proxyholder), 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 any
provision of 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 notice of a
meeting of shareholders or of the board or of a committee of the board which may
be given in any manner.
SECTION THIRTEEN
EFFECTIVE DATE
--------------
13.01 Effective Date
This by-law shall come into force upon being passed by the board.
ENACTED this 13th day of May, 1997.
WITNESS the seal of the Corporation.
Chairman of the Board Alan Doyle
President - Lee Furlong
Secretary - David N. Kornhauser
Vice President-Finance - Bill Allred
Vice President-Operations - Paul Mentzer
BE IT RESOLVED THAT the foregoing By-Law No. 4 being a bylaw relating generally
to the transaction of the business and affairs of the Corporation be and the
same is hereby made as a by-law of the Corporation and the President and the
Secretary be and they are hereby authorized to sign the by-law and to apply the
corporate seal thereto.
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The undersigned, being all of the directors of the Corporation by their
signature hereby consent, pursuant to the provisions of the Business
Corporations Act, to the foregoing resolution.
DATED the 13th day of May, 1997.
/s/John Blaikie
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/s/Alan Doyle
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/s/Russell French
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/s/Lee Furlong
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/s/David Kornhauser
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-26-
