Exhibit 3.4
COMPANIES ACT
(NOVA SCOTIA)
UNLIMITED COMPANY
ARTICLES OF ASSOCIATION
OF
UPR CAPITAL COMPANY
-----------
1. In these Articles, unless there be something in the subject or
context inconsistent therewith:
"Act" means the Companies Act (Nova Scotia) as amended;
"Board" means the directors of the Company for the time being;
"Company" means the Company named above;
"dividend" includes bonus;
"member" and "Shareholder" are used interchangeably;
"Memorandum" means the Memorandum of Association of the
Company and all amendments thereto;
"Month" means calendar month;
"Office" means the registered office for the time being of the
Company;
"Proxyholder" includes an alternate proxyholder;
"Register" means the register of members to be kept pursuant
to Section 42 of the Act;
"Registrar" means the Registrar of Joint Stock Companies for
the time being;
"Reporting Company" and "Reporting Issuer" have the meanings
given to them respectively by the Act;
"Secretary" includes any person appointed to perform the
duties of Secretary of the Company temporarily;
"share" shall, for greater certainty, include a share in the
capital stock of the Company designated as a "Common Share";
2
"Shareholder" means member as that term is used in the Act in
connection with an unlimited company having share capital;
"Special Resolution" has the meaning assigned by Section 87 of
the Act;
"these Presents" and "these Articles" includes these Articles
of Association (and schedules thereto) and any modification or
alteration thereof for the time being in force;
"written" and "in writing" mean and include words printed,
lithographed, represented or reproduced in any mode in a
visible form;
Words importing the singular number only, include the plural
number and vice versa;
Words importing the masculine gender only, include the
feminine gender; and
Words importing persons include corporations.
2. The regulations contained in Table "A" in the first schedule
to the Act shall not apply to the Company.
3. The directors may enter into and carry into effect or adopt and
carry into effect any agreement or agreements from time to time made by or with
the promoters of the Company by or on behalf of the Company with full power
nevertheless from time to time to agree to any modification of the terms of such
agreement or agreements either before or after execution thereof.
4. The directors may, out of any moneys of the Company for the time
being in their hands, pay all expenses incurred in or about the formation and
establishment of the Company, including the expenses of registration.
5. The business of the Company may be commenced as soon after
incorporation as the directors may think fit, and notwithstanding that part only
of the shares may have been allotted.
SHARES
6. The authorized capital of the Company consists of One Hundred
Thousand (100,000) Common shares without nominal or par value, with power to
divide the shares in the capital for the time being into several classes and/or
to attach thereto respectively any preferential, common, deferred or qualified
rights, privileges or conditions, including restrictions on voting and including
redemption or purchase of such shares, subject, however, to the Act and
amendments thereto.
7. Subject to the provisions of the agreement or agreements mentioned
in Article 3 hereof, the shares shall be under the control of the directors who
may allot or otherwise dispose of the same to such persons on such terms and
conditions and at such
3
times as the directors may think fit and with full power to give to any person
the call of any shares during such time and for such consideration as the
directors think fit.
8. Shares may be registered in the names of any number of persons not
exceeding three as joint holders thereof.
9. Save as herein otherwise provided, the Company shall be entitled
to treat the registered holder of any share as the absolute owner thereof, and
accordingly shall not, except as ordered by a Court of competent jurisdiction,
or as by statute required, be bound to recognize any equitable or other claim to
or interest in such share on the part of any other person.
CERTIFICATES
10. Certificates of title to shares shall be signed by the President
or Vice- President or a director and either the Secretary or an Assistant
Secretary or by such other person as the directors may authorize. The signature
of the President or Vice-President may be engraved, lithographed or printed upon
the certificates or any one or more of them, and any certificates bearing such
engraved, lithographed or printed signature of the President or Vice-President,
when signed by the Secretary or an Assistant Secretary or by such other persons
as the directors may authorize, shall be valid and binding upon the Company.
11. Every member shall be entitled to one certificate for all his
shares, or to several certificates each for one or more of such shares.
12. Where shares are registered in the names of two or more persons,
the Company shall not be bound to issue more than one certificate or one set of
certificates, and such certificate or set of certificates shall be delivered to
the person first named on the Register.
13. If any certificate be worn out or defaced, then upon production
thereof to the directors, they may order the same to be cancelled, and may issue
a new certificate in lieu thereof; and if any certificate is lost or destroyed,
then upon proof thereof to the satisfaction of the directors, and on such
indemnity as the directors deem adequate being given, a new certificate in lieu
thereof shall be given to the person entitled to such lost or destroyed
certificate.
14. The directors may cause to be kept in any place or places either
in or outside of Nova Scotia, one or more branch Registers.
LIENS ON SHARES AND LIABILITY OF MEMBERS
15. The Company shall have a first and paramount lien upon all shares
registered in the name of each member (whether solely or jointly with others)
and upon the proceeds of sale thereof for his debts, liabilities and other
engagements, solely or jointly with any other person, to or with the Company
whether the period for the payment, fulfilment or discharge thereof shall have
actually arrived or not, and no equitable interest in any share shall be created
except upon the condition that Article 9 of these Articles is to have full
effect. And such lien shall extend to all dividends from time to time declared
in respect of
4
such shares. Unless otherwise agreed, the registration of a transfer of shares
shall operate as a waiver of the Company's lien, if any, on such shares.
16. For the purpose of enforcing such lien, the directors may sell the
shares subject thereto in such manner as they think fit; but no sale shall be
made until notice in writing of the intention to sell has been given to such
member, his executors, administrators, successors or assigns and default shall
have been made by him or them in the payment, fulfilment or discharge of such
debts, liabilities or engagements for seven (7) days after such notice. The net
proceeds of any such sale after payment of the cost of such sale shall be
applied in or towards the satisfaction of such debts, liabilities or engagements
and the residue, if any, paid to such member or his executors, administrators,
successors or assigns.
17. Upon any sale for enforcing a lien, in purported exercise of the
powers given by these Articles, the directors may cause the purchaser's name to
be entered in the Register in respect of the shares sold, and the purchaser
shall not be bound to see to the regularity of the proceedings or the
application of the purchase money and, after his name has been entered in the
Register in respect of such shares, the validity of the sale shall not be
impeached by any person and the remedy of any person aggrieved by this sale
shall be in damages only and against the Company exclusively.
18. For greater certainty and with reference to Article 4 of the
Memorandum, the liability of all of the members of the Company is unlimited.
TRANSFER OF SHARES
19. No share of any class or series of shares shall be transferred
except,
(a) with the prior consent of the directors of the
Company expressed by a resolution at a meeting of the
directors; or
(b) with the prior consent of the holders(s) of the
shares expressed by a resolution at a meeting of the
holders of the shares.
The Company shall decline to register any other purported transfer of shares by
any person in any circumstances.
20. The instrument of transfer of any share in the Company shall be
signed by the transferor and the transferor shall be deemed to remain the holder
of such share until the name of the transferee is entered in the Register in
respect thereof, and shall be entitled to receive any dividend declared thereon
before the registration of transfer.
5
21. The instrument of transfer of any share shall be in writing in the
following form, or as near thereto as circumstances will permit:
For value received .................. hereby, sell, assign and transfer
unto ....................Shares of the Capital Stock represented by the
within Certificate, and do hereby irrevocably constitute and appoint
................. attorney to transfer the said stock on the books of
the within named Company with the full power of substitution in the
premises,
Dated the day of , 19
WITNESS:
22. Every instrument of transfer shall be left at the Office for
registration, accompanied by the certificate of the shares to be transferred,
and such other evidence as the Company may require to prove the title of the
transferor or his right to transfer the shares.
23. Every instrument of transfer shall, after the registration
thereof, remain in the custody of the Company, but any instrument of transfer
which the directors decline to register shall be returned to the person
depositing the same.
INCREASE AND REDUCTION OF CAPITAL
24. Subject to the rights, if any, of the holders of shares of any
class or series of shares to vote separately as a class or series thereon, the
Company in general meeting may, from time to time, increase the capital by the
creation or issue of new shares of such amount as it thinks expedient.
25. Subject to the rights, if any, of the holders of shares of any
class or series of shares to vote separately as a class or series thereon, the
Act and the restrictions on allotment, disposition and transferability in these
Articles, the new shares may be issued upon such terms and conditions, and with
such rights and privileges annexed thereto, as the general meeting resolving
upon the creation thereof shall direct; and if no direction be given, as the
directors shall determine, and in particular such shares may be issued with a
preferential or qualified right to dividends and in the distribution of assets
of the Company, and with a special or without any right of voting.
26. Except so far as otherwise provided by the conditions of issue, or
by these Articles, any capital raised by the creation of new shares shall be
considered part of the original capital, and shall be subject to the provisions
herein contained including, without limitation, those provisions referring to
transfer of and the Company's lien on shares.
27. Subject to the rights, if any, of the holders of shares of any
class or series of shares to vote separately as a class or series thereon, the
Company shall reduce all or a portion of the paid-up capital on its shares by
returning same to the holders thereof if such reduction and return is authorized
by resolution at a meeting of the Shareholders who are the registered owners of
Seventy-Five Percent (75%) or more of the shares which entitle the holders
thereof to vote at a general meeting. If the return of paid-up capital is so
authorized, the Shareholders approving of such return at such meeting shall
determine when the paid-up capital shall be returned on the shares of the
Company, the amount of paid-up capital to be returned on each such share and
whether such paid-up capital should be returned to the holders of such shares in
the form of cash, a promissory note or other assets of the Company.
6
The amount of the reduction in the paid-up capital of the shares shall be
recorded in the accounts of the Company.
28. To the intent that the operation of Section 12(l) of the Third
Schedule to the Act be restricted, it is hereby declared that any class of
shares or any series of shares affected by the matter in a manner different from
other shares of the same class shall not carry the right to vote separately as a
class or series upon any amendment to the Memorandum or Articles of this Company
of the kind referred to in clauses (a), (b) or (e) of subsection (2) of Section
2 of the Third Schedule to the Act.
CLASSES OF SHARES
29. Subject to the rights, if any, of the holders of shares of any
class or series of shares entitled to vote separately as a class or series
thereon, and subject to the provisions of these Articles, and without prejudice
to any special rights previously conferred on the holders of existing shares,
any share may be issued with such preferred, deferred or other special rights,
or such restrictions, whether in regard to dividends, voting, return of share
capital or otherwise, as the Company may from time to time by Special Resolution
determine. Any preference shares may with the sanction of a Special Resolution
of the Company be issued on the terms that they are, at the option of the
Company, liable to be redeemed or purchased by the Company.
BORROWING POWERS
30. The directors on behalf of the Company may from time to time in
their discretion:
(a) Raise or borrow money for the purposes of the Company
or any of them;
(b) Secure the repayment of moneys so raised or borrowed
in such manner and upon such terms and conditions in
all respects as they think fit, and in particular by
the execution and delivery of mortgages of the
Company's real or personal property, or by the issue
of bonds, debentures or debenture stock of the
Company secured by mortgage or otherwise or charged
upon all or any part of the property of the Company,
both present and future, including its uncalled
capital for the time being;
Provided that the power to execute mortgages of the
Company's real or personal property and the power to
issue bonds or debentures or debenture stock secured
by mortgage or otherwise shall not be exercised by
the directors except with the sanction of a Special
Resolution of the Company previously passed and
(where confirmation is necessary) confirmed in
general meeting;
(c) Sign or endorse bills, notes, acceptances, cheques,
contracts, and other evidence of or securities for
money borrowed or to be borrowed for the purposes
aforesaid; and
7
(d) Pledge debentures as security for loans.
31. Bonds, debentures, debenture stock and other securities may be
made assignable, free from any equities between the Company and the person to
whom the same may be issued.
32. Any bonds, debentures, debenture stock, and other securities may
be issued at a discount, premium, or otherwise, and with any special privileges
as to redemption, surrender, drawings, allotment of shares, attending and voting
at general meetings of the Company, appointment of directors, and otherwise.
RECORD DATES
33. (1) For the purpose of determining
(a) shareholders entitled to receive payment of
a dividend, or
(b) who is a shareholder for any other purpose
except the right to receive notice of, or to
vote at, a meeting,
the Directors may fix in advance a date as the record date for the determination
of shareholders, but for the record date so fixed shall not precede by more than
fifty days the particular action to be taken.
(2) For the purpose of determining shareholders entitled
to receive notice of a meeting of shareholders, the
Directors may fix in advance a date as the record
date for the determination of shareholders, but the
record date so fixed shall not precede the date on
which the meeting is to be held by more than fifty
days or less than twenty-one days.
(3) If no record date is fixed pursuant to subsection (1)
or (2),
(a) the record date for the determination of shareholders
for any purpose, other than to establish a
shareholder's right to receive notice of, or to vote
at, a meeting, is the day on which the Directors pass
the resolution relating to the particular purpose;
and
(b) the record date for the determination of shareholders
entitled to receive notice of, or to vote at, a
meeting of shareholders is
(i) the day immediately preceding the day on
which the notice is given, or
(ii) if no notice is given, the day on which the
meeting is held.
8
(4) Subject to subsection (5), where a record date is
fixed for a Company, notice thereof shall, not less
than seven days before the record date, be given
(a) by advertisement in a newspaper in general
circulation in the place where the head
office of the Company is situated and in
each place in Canada where the Company has a
transfer agent or where a transfer of
Company's shares may be recorded; and
(b) by written notice to each stock exchange, if
any, in Canada on which the shares of the
Company are listed for trading.
(5) Notice of a record date fixed for a company need not
be given where notice of the record date is waived in
writing by every holder of a share of the class or
series affected whose name is set out in the Register
at the close of business on the date the Directors
fix the record date.
MEETINGS
34. The first meeting of the Company shall be held within eighteen
months from the date of the registration of the Memorandum of Association of the
Company and at such place as the directors may determine.
35. Other general meetings shall be held once at least in every
calendar year, at such time and place as may be determined by the directors and
not more than fifteen months after the preceding general meeting.
36. The general meetings referred to in the next preceding Article
shall be called ordinary general meetings; and all other meetings of the Company
shall be called special general meetings.
37. The directors, whenever they think fit, may convene a special
general meeting and, on the requisition of members of the Company holding not
less than five percent of the shares of the Company carrying the right to vote
at the meeting sought to be held, the directors shall forthwith proceed to
convene a special general meeting of the Company to be held at such time and
place as may be determined by the directors.
38. The requisition must state the objects of the meeting required,
and must be signed by the members making the same and shall be deposited at the
Office, and may consist of several documents in like form each signed by one or
more of the requisitionists.
39. If the directors do not proceed to cause a meeting to be held,
within twenty-one days from the date of the requisition being so deposited, the
requisitionists, or any of them representing more than one-half of the total
voting rights of all of them, may themselves convene the meeting, but any
meeting so convened shall not be held after three months from the date of such
deposit.
9
40. If at any such meeting a resolution requiring confirmation at
another meeting is passed, the directors shall forthwith convene a further
special general meeting for the purpose of considering such resolution; and if
thought fit, of confirming it as a Special Resolution; and if the directors do
not convene the meeting within seven days from the date of the passing of the
first resolution, the requisitionists, or any of them representing more than
one-half of the total voting rights of all of them, may themselves convene the
meeting.
41. Any meeting convened under the foregoing provisions by the
requisitionists shall be convened in the same manner as nearly as possible as
that in which meetings are to be convened by directors.
42. At least twenty-one days' notice of every general meeting
specifying the place, day and hour of the meeting, and, in the case of special
business, the general nature of such business, shall be sent to the members
entitled to be present at such meeting by notice sent by post or otherwise
served as hereinafter provided; and, with the consent in writing of all the
members entitled to vote at such meeting, a meeting may be convened by shorter
notice and in any manner they think fit, or if all the members are present at a
meeting, either in person or by proxy, notice of time, place and purpose of the
meeting may be waived.
43. Where it is proposed to pass a Special Resolution, the two
meetings may be convened by one and the same notice, and it shall be no
objection to such notice that it only convenes the second meeting contingently
upon the resolution being passed by the required majority at the first meeting.
44. The accidental omission to give any such notice to any of the
members or the nonreceipt of any such notice by any of the members shall not
invalidate any resolution passed at any such meeting.
PROCEEDINGS AT GENERAL MEETINGS
45. The business of an ordinary general meeting shall be to receive
and consider the financial statements of the Company, the reports of the
directors and of the auditors, if any, to elect directors in the place of those
retiring and to transact any other business which under these Articles ought to
be transacted at an ordinary general meeting.
46. (1) Two members (where there is more than one member) personally
present or represented by proxy and entitled to vote shall be a quorum for a
general meeting. A corporation which is a member of the Company and which has
duly appointed a representative under the provisions of the Act who is
personally present at the meeting, shall for the purposes of this Article be
considered as if personally present thereat.
(2) If within half an hour from the time appointed for the
meeting a quorum is not present, the meeting, if convened upon the requisition
of the members of the Company pursuant to Article 37, shall be dissolved; but in
any other case it shall stand adjourned, to the same day, in the next week, at
the same time, and place, and if at such adjourned meeting a quorum is not
present, those members entitled to vote as aforesaid who are present shall be a
quorum, and may transact the business for which the meeting was called.
10
47. No business shall be transacted at any general meeting unless the
quorum requisite be present at the commencement of the business.
48. The Chairman of the Board shall be entitled to take the chair at
every general meeting, or if there be no Chairman of the Board, or if at any
meeting he shall not be present within fifteen minutes after the time appointed
for holding such meeting, the President, or failing him a Vice-President who is
a director, shall be entitled to take the chair and if none of the Chairman of
the Board nor the President, nor such a Vice-President, shall be present within
fifteen minutes after the time appointed for holding the meeting, the members
present entitled to vote at the meeting shall choose another director as
Chairman and if no director is present or if all the directors present decline
to take the chair, then the members present entitled to vote shall choose one of
their number to be Chairman.
49. Every question submitted to a meeting shall be decided, in the
first instance, by a show of hands, and in the case of an equality of votes, the
Chairman shall not, whether on a show of hands or on a poll, have a casting vote
in addition to the vote or votes to which he may be entitled as a member.
50. At any general meeting a resolution put to the meeting shall be
decided by a show of hands, unless a poll is (before or on the declaration of
the result of a show of hands) demanded by the Chairman or by a member, or by a
Proxyholder and, unless a poll is so demanded a declaration by the Chairman that
a resolution has been carried, or carried by a particular majority, or lost, or
not carried by a particular majority, and an entry to that effect in the book of
proceedings of the Company, shall be conclusive evidence of the fact without
proof of the number or proportion of the votes recorded in favour or against
such resolution. Subject to the Act and these Articles, a resolution shall be
carried if more than Fifty Percent (50%) of the votes are cast in favour of such
resolution by the members entitled to vote thereon.
51. If a poll is demanded as aforesaid, it shall be taken in such
manner, at such time and place as the Chairman of the meeting directs, and
either at once, or after an interval or adjournment or otherwise, and the result
of the poll shall be deemed to be the resolution of the meeting at which the
poll was demanded. The demand of a poll may be withdrawn. In case of any dispute
as to the admission or rejection of a vote, the Chairman shall determine the
same, and such determination made in good faith, shall be final and conclusive.
52. The Chairman of a general meeting may, with the consent of the
meeting, adjourn the same from time to time, and from place to place, but no
business shall be transacted at any adjourned meeting other than the business
left unfinished at the meeting from which the adjournment took place.
53. Any poll demanded on the election of a Chairman of a meeting or
any question of adjournment shall be taken at the meeting, and without
adjournment.
54. The demand of a poll shall not prevent the continuance of a
meeting for the transaction of any business other than the question on which a
poll has been demanded.
11
VOTES OF MEMBERS
55. (1) Subject to the Act, the provisions applicable to any shares
issued under conditions limiting or excluding the right of holders thereof to
vote at general meetings and these Articles, on a show of hands every member
present in person and every Proxyholder, subject to Section 85F(2) of the Act,
shall have one vote, and upon a poll every member present in person or by proxy
shall have one vote for every share held by him.
(2) Where a corporation being a member is represented by a
Proxyholder who is not a member or by a representative duly authorized under the
Act, such Proxyholder or representative shall be entitled to vote for such
corporation either on a show of hands or on a poll.
56. Where there are joint registered holders of any share, any one of
such persons may vote at any meeting either personally or by proxy, in respect
of such share, as if he were solely entitled thereto; and if more than one of
such joint holders is present at any meeting, personally or by proxy, that one
of the said persons so present, whose name stands first on the Register in
respect of such share, shall alone be entitled to vote in respect thereof.
57. Votes may be given either personally or by proxy or in the case of
a corporation by a representative duly authorized under the Act.
58. (1) A proxy shall be in writing under the hand of the appointer or
of his attorney duly authorized in writing, or, if such appointer is a
corporation, under its common seal or the hand of its attorney or representative
authorized in the manner referred to in Section 86(l)(a) of the Act.
(2) Holders of share warrants shall not be entitled to vote by
proxy in respect of the shares included in such warrants unless otherwise
expressed in such warrants.
59. A member of unsound mind, in respect of whom an order has been
made by any Court of competent jurisdiction, may vote by his guardian or other
person in the nature of a guardian appointed by that Court and any such guardian
or other person may vote by proxy.
60. A proxy and the power of attorney or other authority, if any,
under which it is signed or a notarially certified copy of that power or
authority shall be deposited with the Chairman of the meeting before or at the
meeting or adjourned meeting at which it is to be voted. A proxy shall cease to
be valid one year after its date.
61. A vote given in accordance with the terms of a proxy shall be
valid notwithstanding the previous death of the principal, or revocation of the
proxy, or transfer of the share in respect of which the vote is given, provided
no intimation in writing of the death, revocation, or transfer shall have been
received before the meeting, at the Office of the Company or by the Chairman of
the meeting before the vote is given.
62. Every form of proxy, whether for a specific meeting or otherwise
shall, as nearly as circumstances will admit, be in the form or to the effect
following; or in such other form complying with the regulations made pursuant to
the Act as the directors may from time to time determine:
12
I ....................... of .............. in the County of
................ being a member of UPR CAPITAL COMPANY, hereby appoint
............................... of (or failing him ..................
of ............... or failing him .................... of
.......................... ) as my proxy to attend and vote for me and
on my behalf at the ordinary general (or special general as the case
may be) meeting of the Company, to be held on the ..................
day of ................................ and at any adjournment thereof,
or at any meeting of the Company which may be held within
.......................... months
from the date thereof.
[if the proxy solicited by or on behalf of management of the
Company, a statement to that effect]
As witness my hand this ................... day of ................,
19...
Witness ............................ Shareholder.......................
63. Any resolution passed by the directors, notice whereof shall be
given to the members in the manner in which notices are hereinafter directed to
be given and which shall, within one month after it has been passed, be ratified
and confirmed in writing by members entitled on a poll to three-fifths of the
votes, shall be as valid and effectual as a resolution of a general meeting, but
this Article shall not apply to a resolution for winding up the Company, to a
resolution passed in respect of any matter which by statute or these presents
ought to be dealt with by Special Resolution, or any action which, by virtue of
subsection 12(l) of the Third Schedule to the Act, requires approval in
accordance with that subsection.
64. (1) A resolution, including a Special Resolution, in writing and
signed by every Shareholder who would be entitled to vote on the resolution at a
meeting is as valid as if it were passed by such Shareholders at a meeting and
satisfied all the requirements of the Act respecting meetings of the
Shareholders.
(2) A copy of every resolution referred to in subsection (1)
of this Article shall be kept with the minutes of proceedings of Shareholders.
DIRECTORS
65. The number of directors shall be a minimum of One (l) and a
maximum of Ten (10) natural persons.
66. The first directors shall be appointed by the subscribers hereto
or the majority of them, by an instrument in writing.
67. The directors shall have power at any time and from time to time
to appoint any other person as a director either to fill a casual vacancy or as
an addition but the total number of directors shall not at any time exceed the
maximum number, fixed as above, and no such appointment shall be effective
unless two-thirds of the directors concur therein.
68. A director is not required to hold a share in the Company to
qualify as a director.
69. The continuing directors may act notwithstanding any vacancy in
their body; but if the number fall below the minimum above fixed the directors
shall not, except in
13
emergencies or for the purpose of filling up vacancies, act so long as the
number is below the minimum.
70. The directors shall be paid out of the funds of the Company by way
of remuneration for their service such sums, if any, as the Company in general
meeting may determine and such remuneration shall be divided among them in such
proportions and manner as the directors may determine; the directors may also be
paid their reasonable travelling and hotel and other expenses incurred in
consequence of their attendance at meetings of the Board and otherwise in the
execution of their duties as directors.
71. A director may, in conjunction with the office of director, and on
such terms as to remuneration and otherwise as the directors arrange or
determine, hold any other office or place of profit under the Company or under
any company in which the Company shall be a shareholder or otherwise interested
or under any other company.
72. The office of a director shall ipso facto be vacated:
(a) if he becomes bankrupt or makes an authorized
assignment or suspends payment, or compounds with his
creditors;
(b) if he is found to be of unsound mind by a Court of
competent jurisdiction;
(c) if by notice in writing to the Company he resigns his
office; or
(d) if he is removed by resolution of the Company as
provided in Article 77 hereof.
73. No director shall be disqualified by his office from contracting
with the Company either as vendor, purchaser, or otherwise, nor shall any such
contract, or any contract or arrangement entered into or proposed to be entered
into by or on behalf of the Company in which any director shall be in any way
interested, either directly or indirectly, be voided, nor shall any director so
contracting or being so interested be liable to account to the Company for any
profit realized by any such contract or arrangement by reason only of such
director holding that office or of the fiduciary relations thereby established;
but it is declared that the nature of his interest must be declared by him in
the manner required by the Act. No director shall as a director vote in respect
of any contract or arrangement in which he is so interested as aforesaid; and if
he does so vote his vote shall not be counted, but this prohibition may at any
time or times be suspended or relaxed to any extent by a general meeting and
such prohibition shall not apply to any contract by or on behalf of the Company
to give to the directors or any of them any security for advances or by way of
indemnity or to the agreement or agreements referred to in Article 3 of these
Articles or to any modification of such agreement or agreements or any agreement
or agreements substituted therefor or any matter arising thereat.
ELECTION OF DIRECTORS
74. At every ordinary general meeting, all the directors shall retire
from office, but shall hold office until the dissolution of the meeting at which
their successors are elected. The Company shall at such meeting fill up the
vacant offices by electing a like manner of
14
persons to be directors, unless it is determined at such meeting to reduce or
increase the number of directors. A retiring director shall be eligible for
re-election.
75. If at any ordinary general meeting at which an election of
directors ought to take place, no such election takes place, or if no ordinary
general meeting is held in any year or period of years, the retiring directors
shall continue in office until their successors are elected and a general
meeting for that purpose may on notice be held at any time.
76. The Company in general meeting may from time to time increase or
reduce the number of directors, and may determine or alter their qualifications.
77. The Company may, by Special Resolution, remove any director before
the expiration of his period of office and appoint another person who may be
qualified or become qualified in his stead; and the person so appointed shall
hold office during such time only as the director in whose place he is appointed
would have held the same if he had not been removed.
THE PRESIDENT AND VICE-PRESIDENT
78. The directors shall appoint the President of the Company and may
determine the period for which he is to hold office. The President shall have
general supervision of the business of the Company and shall perform such duties
as may be assigned to him by the Board from time to time.
79. The directors may also appoint one or more Vice-Presidents, and
may determine the period for which each of them are to hold office. A
Vice-President shall, at the request of the Board and subject to its directions,
perform the duties of the President during the absence, illness or incapacity of
the President, or during such period as the President may request him so to do.
80. The directors may elect or appoint such other officers of the
Company, having such powers and duties as they think fit. If the directors so
decide, the same person may hold more than one of the offices provided for in
these Articles.
CHAIRMAN OF THE BOARD
81. The directors may elect one of their number to be Chairman of the
Board and may determine the period during which he is to hold office. He shall
perform such duties and receive such special remuneration as the Board may from
time to time provide.
PROCEEDINGS OF DIRECTORS
82. The directors may meet together for the dispatch of business,
adjourn, and otherwise regulate their meetings and proceedings, as they think
fit. The quorum necessary for the transaction of business shall be a majority of
the directors provided that if a quorum is not present at any meeting of
directors, such meeting shall be adjourned to another date determined by the
Chairman of the Board; at such adjourned meeting the quorum will be those
directors present.
15
83. Meetings of directors may be held either within or without the
Province of Nova Scotia and the directors may from time to time make
arrangements relating to the time and place of holding directors' meetings. In
any event:
(a) Meetings of directors shall be regularly scheduled at
the end of the calendar year of the Company for the
immediately following calendar year of the Company
and notice of all of those meetings shall be
delivered or mailed or telegraphed, telephoned or
telefaxed to each director at least 48 hours before
the meeting is to take place;
(b) In the case of a meeting of directors, other than a
meeting described in Paragraph (a) immediately above
and an adjourned meeting, notice of every such
meeting shall be delivered or mailed or telegraphed,
telephoned or telefaxed to each director at least
five (5) business days before the meeting is to take
place;
(c) In the case of a meeting of directors that has been
adjourned pursuant to Article 82, notice of every
such adjourned meeting shall be delivered or mailed
or telegraphed, telephoned or telefaxed to each
director at least seventy-two (72) hours before the
meeting is to take place; and
(d) A meeting of directors may be held without formal
notice if all the directors are present and waive
notice, or if those absent have signified their
assent to such meeting or their consent to the
business transacted thereat.
84. A director may participate in a meeting of directors or of a
committee of directors by means of such telephone or other communications
facilities as permit all persons participating in the meeting to hear each
other, and a director participating in such a meeting by such means is deemed to
be present at that meeting.
85. The President or any director may at any time, and the Secretary,
upon the request of the President or a director shall, convene a meeting of the
directors.
86. Questions arising at any meeting of directors shall be decided
by a majority of votes, and in case of an equality of votes the Chairman shall
not have a second or casting vote.
87. The Chairman of the Board shall preside at the meeting of the
directors. If no Chairman of the Board is elected, or if at any meeting of
directors he is not present within five minutes after the time appointed for
holding the same, the President shall preside, and if the President is not
present at the time appointed for holding the meeting, a Vice-President who is a
director shall preside and, if neither the President nor such a Vice-President
is present at any meeting within the time aforesaid, the directors present shall
choose some one of their number to be Chairman of such meeting.
88. A meeting of the directors at which a quorum is present shall be
competent to exercise all or any of the authorities, powers and discretion by or
under the statutes in that
16
behalf or of the regulations of the Company vested in or exercisable by the
directors generally.
89. Subject to any other Article in these Articles, the directors may
delegate any of their powers to committees, consisting of such number of members
of their body as they think fit. Any committee so formed shall in the exercise
of the powers so delegated conform to any regulations that may be imposed on
them by the directors.
90. The meetings and proceedings of any committee consisting of two or
more members shall be governed by the provisions contained in these Articles for
regulating the meetings and proceedings of the directors so far as the same are
applicable thereto and are not superseded by any regulations made by the
directors under the next preceding Article.
91. All acts done at any meeting of the directors or of a committee of
directors, or by any person acting as a director shall, notwithstanding that it
shall afterwards be discovered that there was some defect in the appointment of
such directors or persons acting as aforesaid, or that they or any of them were
disqualified, be as valid as if every such person had been duly appointed and
was qualified to be a director.
92. (1) A resolution in writing and signed by every director who
would be entitled to vote on the resolution at a meeting is as valid as if it
were passed by such directors at a meeting.
(2) A copy of every resolution referred to in subsection (1)
of this Article shall be kept with the minutes of proceedings of the directors
or committee thereof, as the case may be.
93. If any one or more of the directors are called upon to perform
extra services or to make any special exertions in going or residing abroad or
otherwise for any of the purposes of the Company, or the business thereof, the
Company may remunerate the director or directors so doing, either by a fixed sum
or by a percentage of profits or otherwise, as may be determined by the
directors, and such remuneration may be either in addition to or in substitution
for his share in the remuneration above provided.
94. If a resolution authorizes the entering into of an agreement or
the performance of any act, that resolution shall be deemed to authorize the
execution of such further documents and the doing of such further things as may
be necessary or desirable in connection therewith by the persons authorized to
act by the resolution.
REGISTERS
95. The directors shall cause a proper Register to be kept in
accordance with the provisions of the Act.
96. The directors may cause to be kept in any place outside of Nova
Scotia a branch register of members in accordance with the provisions of the
Act.
97. The directors shall also cause to be kept a proper register,
containing the names and addresses and occupations of its directors or managers
in accordance with the provisions of the Act.
17
98. The directors shall cause a proper register of the holders of
debentures to be kept at the Office in accordance with the provisions of the
Act.
99. The directors may cause to be kept in any place outside of Nova
Scotia a branch register of the holders of debentures in accordance with the
provisions of the Act.
MINUTES
100. The directors shall cause minutes to be duly entered in books for
that purpose,
(1) Of all appointments of officers;
(2) Of the names of the directors present at each meeting
of the directors and of any committees of directors;
(3) Of all orders made by the directors and committees of
directors;
(4) Of all resolutions and proceedings of meetings of the
Shareholders and of meetings of the directors;
Any such minutes of any meeting of the directors or of any committee,
or of the Company if purporting to be signed by the Chairman of such meeting or
by the Chairman of the next succeeding meeting, shall be receivable as prima
facie evidence of the matters stated in such minutes.
POWERS OF DIRECTORS
101. The management of the business of the Company shall be vested in
the directors, who, in addition to the powers and authorities by these Articles
or otherwise expressly conferred upon them, may exercise all such powers and do
all such acts and things as may be exercised or done by the Company and are not
hereby or by statute expressly directed or required to be exercised or done by
the Company in general meeting, but subject nevertheless to the provisions of
the statutes in that behalf and of these Articles (including, without
limitation, the requirement for a Special Resolution of the Company in
connection with the exercise by the directors of any of the powers referred to
in Article 30(b)) and to any regulations from time to time made by the Company
in general meeting; provided that no regulation so made shall invalidate any
prior act of the directors, which would have been valid if such regulation had
not been made.
102. Without restricting the generality of the terms of the last
preceding Article and without prejudice to the general powers conferred thereby,
and the other powers conferred or restrictions imposed by these Articles on the
powers of the directors, it is hereby expressly declared that the directors
shall have the following powers, that is to say power from time to time:
(1) To take such steps as they think fit to carry into
effect any agreement or contract made by or on behalf
of the Company;
18
(2) To pay the costs, charges and expenses, preliminary
and incidental to the promotion, formation,
establishment, and registration of the Company;
(3) To purchase, or otherwise acquire, for the Company
any property, rights or privileges which the Company
is authorized to acquire, and at such price and
generally on such terms and conditions as they think
fit;
(4) At their discretion, to pay for any property, rights,
or privileges acquired by or services rendered to the
Company, either wholly or partially in cash or in
shares, bonds, debentures or other securities of the
Company, and any such shares may be issued either as
fully paid up, or with such amount credited as paid
up thereon as may be agreed upon; and any such bonds,
debentures, or other securities may be either
specifically charged upon all or any part of the
property of the Company, or not so charged;
(5) To secure the fulfilment of any contracts or
engagements entered into by the Company, by mortgage
or charge of all or any of the property of the
Company and its unpaid capital for the time being, or
in such other manner as they may think fit;
(6) To appoint, and at their discretion remove or
suspend, such experts, managers, secretaries,
treasurers, officers, clerks, agents and servants for
permanent, temporary or special services, as they
from time to time think fit, and to determine their
powers and duties, and fix their salaries or
emoluments, and to require security in such instances
and to such amounts as they think fit;
(7) To accept from any member insofar as the law permits,
and on such terms and conditions as shall be agreed
upon, a surrender of his shares or any part thereof;
provided that the Company forthwith cancel such
surrendered shares or any part thereof, as the case
may be;
(8) To appoint any person or persons (whether
incorporated or not) to accept and hold in trust for
the Company any property belonging to the Company, or
in which it is interested, and for any other
purposes, and to execute and do all such deeds and
things as may be requisite in relation to any such
trust, and to provide for the remuneration of any
such trustee or trustees;
(9) To institute, conduct, defend, compound, or abandon
any legal proceedings by or against the Company, or
its officers, or otherwise concerning the affairs of
the Company, and also to compound and allow time for
payment or satisfaction of any debts due, and of any
claims or demands by or against the Company;
(10) To refer any claims or demands by or against the
Company to arbitration, and observe and perform the
awards;
19
(11) To make and give receipts, releases and other
discharges for money payable to the Company and for
claims and demands of the Company;
(12) To determine who shall be entitled to exercise the
borrowing powers of the Company and sign on the
Company's behalf bonds, debentures or other
securities, bills, notes, receipts, acceptances,
assignments, transfers, hypothecation, pledges,
endorsements, cheques, drafts, releases, contracts,
agreements and all other instruments and documents;
(13) To provide for the management of the affairs of the
Company abroad in such manner as they think fit, and
in particular to appoint any persons to be the
attorneys or agents of the Company with such powers
(including power to sub-delegate) and upon such terms
as may be thought fit;
(14) To invest and deal with any of the moneys of the
Company not immediately required for the purposes
thereof upon such securities and in such manner as
they think fit, and from time to time to vary or
realize such investments;
(15) To execute in the name and on behalf of the Company,
in favour of any director or any other person who may
incur or be about to incur any personal liability for
the benefit of the Company, such mortgages of the
Company's property, present and future, as they think
fit, and any such mortgages may contain a power of
sale, and such other powers, covenants and provisions
as shall be agreed on;
(16) To set aside out of the profits of the Company before
declaring any dividend, such sums as they think
proper as a reserve fund to meet contingencies, or to
provide for dividends, or for depreciation, or for
repairing, improving and maintaining any of the
property of the Company and for such other purposes
as the directors shall in their absolute discretion
think conducive to the interests of the Company; and
to invest the several sums so set aside upon such
investments other than shares of the Company as they
may think fit, and from time to time to deal with and
vary such investments, and to dispose of all or any
part thereof for the benefit of the Company, and to
divide the reserve fund into such special funds as
they think fit, with full power to employ the assets
constituting the reserve fund in the business of the
Company; and that without being bound to keep the
same separate from the other assets;
(17) From time to time to make, vary and repeal by-laws
for the regulation of the business of the Company, or
of its officers and servants, or the members of the
Company, or any section or class thereof;
(18) To enter into all such negotiations and contracts,
and rescind and vary all such contracts, and execute
and do all such acts, deeds, and
20
things in the name and on behalf of the Company as
they may consider expedient for or in relation to any
of the matters aforesaid, or otherwise for the
purposes of the Company; and
(19) To provide for the management of the affairs of the
Company in such manner as they shall think fit.
SOLICITORS
103. The Company may employ or retain a solicitor or solicitors, and
such solicitor(s) may, at the request of the Board, or on instructions of the
Chairman of the Board, or the President, attend meetings of the directors or
Shareholders, whether or not he, himself, is a member or director of the
Company. If a solicitor is also a director, he may nevertheless charge for
services rendered to the Company as a solicitor.
SECRETARY AND TREASURER
104. There shall be a Secretary of the Company, who shall keep the
minutes of Shareholders' and directors' meetings and shall perform such other
duties as may be assigned to him by the Board. The Board may also appoint a
Treasurer of the Company to carry out such duties as the Board may assign.
105. The Secretary and Treasurer of the Company shall be appointed by
the directors. If the directors think fit, the same person may hold both
offices.
106. If the directors think fit, the same person may hold the offices
of President and Secretary.
107. The directors may appoint a temporary substitute for the
Secretary, who shall, for the purposes of these Articles, be deemed to be the
Secretary.
THE SEAL
108. The directors shall procure a seal for the Company and shall
provide for its safe custody.
DIVIDENDS
109. The profits of the Company, subject to the provisions of the
Memorandum of Association, and of these presents and to the rights of persons,
if any, entitled to shares with special rights as to dividends, may be divided
among the Shareholders in accordance with the terms of the shares held by them.
110. The directors may from time to time declare such dividend upon the
shares of the Company as they may deem proper according to the rights of the
members and the respective classes thereof, and may determine the date upon
which the same shall be payable, and provide that any such dividend shall be
payable to the persons registered as the
21
holders of the shares in respect of which the same is declared at the close of
business upon such date as the directors may specify, and no transfer of such
shares made or registered, after the date so specified, shall pass any right to
the dividend so declared.
111. No dividend shall be payable except out of the profits of the
Company, and no dividend shall carry interest as against the Company.
112. The declaration of the directors as to the amount of the net
profits of the Company shall be conclusive.
113. The directors may from time to time pay to the members such
interim dividends as in their judgment the position of the Company justifies.
114. The directors may retain any dividends on which the Company has a
lien, and may apply the same in or towards satisfaction of the debts,
liabilities or engagements in respect of which the lien exists.
115. The directors, on declaring a dividend, may resolve that such
dividend be paid wholly or in part by the distribution of specific assets, and
in particular of paid up shares, debentures, bonds or debenture stock of the
Company or paid up shares, debentures, bonds or debenture stock of any other
company or in any one or more of such ways.
116. The directors may resolve that any moneys, investments, or other
assets forming part of the undivided profits of the Company in the hands of the
Company and available for dividend, or representing premiums received on the
issue of shares and standing to the credit of the share premium account, be
capitalized and distributed amongst such of the Shareholders as would be
entitled to receive the same if distributed by way of dividend and in the same
proportions on the footing that they become entitled thereto as capital and that
all or any part of such capitalized fund be applied on behalf of such
Shareholders in paying up in full either at par or at such premium as the
resolution may provide, any unissued shares or debentures or debenture stock of
the Company which shall be distributed accordingly or in or towards payment of
the uncalled liability on any issued shares or debentures or debenture stock,
and that such distribution or payment shall be accepted by such Shareholders in
full satisfaction of their interest in the said capitalized sum.
117. For the purposes of giving effect to any resolution under the two
last preceding Articles, the directors may settle any difficulty which may arise
in regard to the distribution as they think expedient, and in particular may
issue fractional certificates, and may fix the value for distribution of any
specific assets, and may determine that cash payment shall be made to any
members upon the footing of the value so fixed, or that fractions of less value
than $5.00 may be disregarded in order to adjust the rights of all parties, and
may vest any such cash or specific assets in trustees upon such trusts for the
persons entitled to the dividend or capitalized fund as may seem expedient to
the directors. Where requisite, a proper memorandum shall be filed in accordance
with the Act.
118. A transfer of shares shall not pass the right to any dividend
declared thereon after such transfer and before the registration of the
transfer.
119. Any one of several persons who is registered as the joint holder
of any share may give effectual receipts for all dividends and payments on
account of dividends in respect of such share.
22
120. Unless otherwise determined by the directors, any dividend may be
paid by a cheque or warrant delivered to or sent through the post to the
registered address of the member entitled, or, in the case of joint holders, to
the registered address of that one whose name stands first on the Register, in
respect of the joint holding; and every cheque or warrant so delivered or sent
shall be made payable to the order of the person to whom it is delivered or
sent.
121. Notice of the declaration of any dividend, whether interim or
otherwise, shall be given to the holders of registered shares in the manner
hereinafter provided.
122. All dividends unclaimed for one year after having been declared
may be invested or otherwise made use of by the directors for the benefit of the
Company until claimed.
ACCOUNTS
123. The directors shall cause proper books of account to be kept of
the sums of money received and expended by the Company, and the matters in
respect of which such receipts and expenditures take place, and of all sales and
purchases of goods by the Company, and of the assets and credits and liabilities
of the Company.
124. The books of account shall be kept at the Office of the Company or
such other place as the directors think fit.
125. The directors shall from time to time determine whether, and to
what extent, the accounts and books of the Company, or any of them, shall be
open to the inspection of the members, and no member shall have any right of
inspecting any account or book or document of the Company except as conferred by
statute, or authorized by the directors, or by a resolution of the Company in
general meeting.
126. At the ordinary general meeting in every year, the directors shall
lay before the Company the financial statements required by the Act, the report
of the auditor, if any, to the members and, if the Company is a Reporting
Issuer, the report of the directors.
127. The financial statements shall be approved by the Board and such
approval shall be evidenced by the signatures of two directors to the balance
sheet or by the sole Director where there is only one.
128. The directors not less than seven days before the date of the
ordinary general meeting shall send copies of the financial statements and the
report of the auditor, if any, thereon to all members holding voting securities
or otherwise entitled to receive notice of the general meeting.
AUDIT
129. Unless in respect of a financial year the Company is exempt from
the requirements of the Act regarding the appointment and duties of an auditor,
an auditor shall
23
be appointed in accordance with the Act. The auditor's duties will be regulated
in accordance with the Act.
130. Every account of the directors, when audited and approved by a
general meeting, shall be conclusive, except as regards an error discovered
therein within three months next after the approval thereof. Whenever any such
error is discovered within the period, the account shall forthwith be corrected,
and thenceforth shall be conclusive.
NOTICES
131. A notice, statement or report may be given or delivered by the
Company to any Shareholder either by delivery to him personally or by sending it
by registered mail or facsimile to him to his last known address (if sent by
mail) or facsimile number (if sent by facsimile) indicated in the records of the
Company. Where a notice, statement or report is sent by mail or by facsimile,
service or delivery of the notice, statement or report shall be deemed to be
effected if properly addressed and mailed (if sent by mail) or properly
transmitted and telefaxed (if sent by facsimile) and to have been given five
days (excluding Saturdays and Sundays) following the date of mailing (if sent by
mail) or one day (excluding Saturdays and Sundays) following the date the
facsimile was telefaxed (if sent by facsimile). A certificate signed by the
Secretary or other officer of the Company that the letter, envelope or facsimile
containing the notice, statement or report was so addressed and mailed shall be
conclusive evidence thereof.
132. A notice, statement or report may be given or delivered by the
Company to the joint holders of a share by giving the notice to the joint holder
first named in the Register in respect of the share.
133. Notice of every general meeting or meeting of Shareholders holding
a class of shares shall be given in a manner hereinbefore authorized to every
Shareholder holding, at the time of the issue of the notice or the date fixed
for determining the Shareholders entitled to such notice, whichever is the
earlier, shares which confer the right to notice of and to attend or vote at any
such meeting. No other person except the auditor of the Company and the
directors of the Company shall be entitled to receive notices of any such
meeting.
INDEMNITY
134. Every director, manager, Secretary, Treasurer, and other officer
or servant of the Company shall be indemnified by the Company against, and it
shall be the duty of the directors out of the funds of the Company to pay, all
costs, losses and expenses which any director, manager, Secretary, Treasurer or
other officer or servant may incur or become liable to by reason of any contract
entered into, or act or thing done by him as such officer or servant, or in any
way in the discharge of his duties, including travelling expenses, and the
amount for which such indemnity is proved shall immediately attach as a lien on
the property of the Company and have priority as against the members over all
other claims.
135. No director or officer of the Company, in his capacity as a
director or officer, respectively, shall be liable for acts, receipts, neglects
or defaults of any other director or officer, or for joining in any receipt or
other act for conformity, or for any loss or expense
24
happening to the Company through the insufficiency or deficiency of title to any
property acquired by order of the directors for or on behalf of the Company or
through the insufficiency or deficiency of any security in or upon which any of
the moneys of the Company shall be invested, or for any loss or damage arising
from the bankruptcy, insolvency or tortious act of any person with whom any
money, securities or effects shall be deposited, or for any loss occasioned by
error of judgment or oversight on his part, or for any other loss, damage or
misfortune whatever which shall happen in the execution of the duties of his
office or in relation thereto, unless the same happen through his own
dishonesty.
REMINDERS
136. The directors shall comply with all the provisions of the Act,
including:
(1) Keep an up to date Register (Section 42).
(2) Keep a register of directors and managers and send to
the Registrar a copy thereof and notify him of any
change among the directors or managers of the Company
(Section 98).
(3) Keep an up to date register of the holders of
debentures (Section 111).
(4) Send to the Registrar notice of consolidation of
share capital, conversion of shares into stock and
reconversion of stock into shares (Section 53).
(5) Send notice to the Registrar of any redemption or
purchase of preference shares (Section 50).
(6) Send notice to the Registrar of any increase in the
capital of the Company (Section 55).
(7) Call a general meeting every year within the proper
time (Section 83).
(8) Send to the Registrar printed copies of Special
Resolutions (Section 88).
(9) File with the Registrar notice of situation of its
Office or of any change thereof (Section 79).
(10) Keep at the Office proper minutes of all general
meetings and directors' meetings in books kept for
this purpose (Section 89).
(11) File a contract with the Registrar when shares are
issued for a consideration other than cash (Section
109).
25
137. The directors shall also:
(a) Obtain a certificate under the Corporations
Registration Act on commencing business; and
(b) File notice of Recognized Agent with the Registrar
under provisions of the Corporations Registration
Act.
PRIVATE COMPANY
138. To the end that the Company may qualify as a private company as
that term is defined by the Securities Act (Nova Scotia),
(1) In this Article, "prescribed securities" means the
securities prescribed from time to time by the Nova
Scotia Securities Commission for the purpose of the
definition of private company under the Securities
Act (Nova Scotia);
(2) No transfer of prescribed securities of the Company,
other than as permitted in Article 19, shall be
effective;
(3) The number of holders of prescribed securities of the
Company, exclusive of persons who own a prescribed
security and who are in its employment or the
employment of an affiliate and exclusive of persons
who, having been formerly in the employment of the
Company or an affiliate, were while in that
employment the owners of, and have continued after
termination of that employment to own, at least one
prescribed security of the Company, is limited to not
more than fifty, two or more persons or companies who
are the joint registered owners of one or more
prescribed securities of the Company being counted as
one holder; and
(4) The Company shall not distribute any of its
prescribed securities or securities convertible into
or exchangeable for prescribed securities to the
public.
SALE OF ALL OR SUBSTANTIALLY ALL
OF THE ASSETS
139. The Company shall not sell, lease or exchange all or substantially
all of its property, other than in the ordinary course of its business, unless
approved by a Special Resolution of the Company in general meeting.
26
NAMES, ADDRESSES AND OCCUPATIONS OF SUBSCRIBERS
- --------------------------------------------------------------------------------
Dated the 23rd day of March, 1998.
2435239 Nova Scotia Limited
Per: Mary M. Rowarth
Assistant Secretary
1601 Lower Water Street
P.O. Box 730
Halifax, Nova Scotia
B3J2V1
a Body Corporate
Witness to the above signatures.
/s/ Valerie Vaughan MacKenzie
- -----------------------------
1601 Lower Water Street
No. Halifax, NS. B3J2V1
-----------------------
Occupation: Legal Researcher/Analyst
------------------------
N. B. - Each subscriber must write his full name, his full post office address,
and his occupation, all in his own handwriting.
27
PROVINCE OF NOVA SCOTIA )
COUNTY OF HALIFAX SS )
IN THE MATTER of the incorporation
of
UPR CAPITAL COMPANY
- and -
IN THE MATTER of the Companies Act (Nova Scotia)
- and -
IN THE MATTER of the Evidence Act (Nova Scotia)
I, MARCIA BRENNAN, of 1601 Lower Water Street, Halifax, in the
County of Halifax, Province of Nova Scotia, Barrister, do hereby declare as
follows:
1. I have been engaged in the formation of UPR CAPITAL COMPANY
about to be incorporated under the Companies Act (Nova Scotia).
2. ALL the requirements of the Companies Act (Nova Scotia) in
respect of registration and of matters precedent and incidental thereto have
been duly complied with.
AND I make this solemn declaration conscientiously believing
the same to be true and knowing that it is of the same force and effect as if
made under oath and by virtue of the Evidence Act.
DECLARED by the above-named )
Declarant, before me, at Halifax, in the )
Halifax Regional Municipality, Province )
of Nova Scotia, this 23rd day of )
March, A.D., 1998. )
)
)
)
/s/ Valerie Vaughan MacKenzie ) /s/ Marcia Brennan
------------------------------ ) -------------------
A Barrister of the Supreme ) MARCIA BRENNAN
Court of Nova Scotia )