2.2 Financial Year The financial year of the Corporation will end on such date in each year as the board may determine by resolution from time to time. 2.3 Execution of Instruments (a) Contracts, documents or instruments in writing requiring execution by the Corporation may be signed by any director or officer or by such other person or persons as the board may authorize by resolution from time to time, either to sign contracts, documents or instruments in writing generally or to sign specific contracts, documents or instruments in writing. (b) The signature or signatures of any officer or director of the Corporation or of any person or persons appointed as aforesaid may be, if specifically authorized by resolution of the board, printed, engraved, lithographed or otherwise mechanically reproduced upon all contracts, documents or instruments in writing or securities of the Corporation executed or issued by or on behalf of the Corporation. All contracts, documents or instruments in writing or securities of the Corporation on which the signature or signatures of any of the foregoing officers, directors or persons is so reproduced, if specifically authorized by resolution of the board, will be deemed to have been manually signed by such officers, directors or persons whose signature or signatures is or are so reproduced, and will be as valid as if they had been signed manually, and notwithstanding that the officers, directors or persons whose signature or signatures is or are so reproduced may have ceased to hold office at the date of the delivery or issue of such contracts, documents or instruments in writing or securities of the Corporation. The term contracts, documents or instruments in writing includes, without limitation, deeds, mortgages, hypothecs, charges, conveyances, transfers and assignments of property, real or personal, immovable or movable, agreements, releases, receipts and discharges for the payment of money or other obligations, conveyances, transfers and assignments of securities and all paper writings. (c) 3 Directors 3.1 Place Meetings of the board may be held at the registered office of the Corporation or any other place within or outside Ontario. In any financial year of the Corporation, a majority of the meetings of the board need not be held in Canada. 3.2 Notice Unless the board determines otherwise, meetings of the board may be called at any time by the chair of the board or the president or any vice-president who is a director or any two directors and notice of the time and place for holding any meeting of the board and the general nature of the business to be transacted will be given by the secretary of the Corporation at least forty-eight (48) hours prior to the time fixed for the meeting. 3.3 Quorum Except where the Corporation has only one director and subject to the laws governing the Corporation, the board may, from time to time, fix by resolution the quorum for meetings of the board but in no case may a quorum be less than two-fifths of the number of directors or minimum number of directors, as the case may be, and if the Corporation has less than three directors, all
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