ARTICLES
Exhibit 3.1
of
INTERNATIONAL CONTOUR TECHNOLOGY INC.
TABLE OF CONTENTS
PART ARTICLE SUBJECT
1 INTERPRETATION
1.1. Definition
Construction of Words
1.2. Definitions same as Company Act
1.3. Interpretation Act Rules of Construction apply
2 SHARES
2.1. Member entitled to Certificate
2.2. Replacement of Lost or Defaced Certificate
2.3. Execution of Certificates
2.4. Recognition of Trusts
3 ISSUE OF SHARES
3.1. Directors Authorized
3.2. Conditions of Allotment
3.3. Commissions and Brokerage
3.4. Conditions of Issue
4 SHARE REGISTERS
4.1. Registers of Members, Transfers and Allotments
4.2. Branch Registers of Members
4.3. Closing of Register of Members
5 TRANSFER AND TRANSMISSION OF SHARES
5.1. Transfer of Shares
5.2. Execution of Instrument of Transfer
5.3. Enquiry as to Title not Required
5.4. Submission of Instruments of Transfer
5.5. Transfer Fee
5.6. Personal Representative Recognized on Death
5.7. Death or Bankruptcy
5.8. Persons in Representative Capacity
6 ALTERATION OF CAPITAL
6.1. Increase of Authorized Capital
6.2. Other Capital Alterations
6.3 Creation, Variation and Abrogation of Special
Rights and
Restrictions
6.4. Consent of Class Required
6.5. Special Rights of Conversion
6.6. Class Meetings of Members
7 PURCHASE AND REDEMPTION OF SHARES
7.1. Company Authorized to Purchase or Redeem its
Shares
7.2. Selection of Shares to be Redeemed
7.3. Purchased or Redeemed Shares Not Voted
8 BORROWING POWERS
8.1. Powers of Directors
8.2 Special Rights Attached to and Negotiability
of Debt Obligations
8.3. Register of Debentureholders
8.4. Execution of Debt Obligations
8.5. Register of Indebtedness
9 GENERAL MEETINGS
9.1. Annual General Meetings
9.2. Waiver of Annual General Meetin2
9.3. Classification of General Meetings
9.4. Calling of Meetings
9.5. Advance Notice for Election of Directors
9.6. Notice of General Meeting
9.7. Waiver or Reduction of Notice
9.8. Notice of Special Business at General Meeting
10 PROCEEDINGS AT GENERAL MEETINGS
10.1. Special Business
10.2. Requirement of Quorum
10.3. Quorum
10.4. Lack of Quorum
10.5. Chairman
10.6. Alternate Chairman
10.7. Adjournments
10.8. Resolutions Need Not Be Seconded
10.9. Decisions by Show of Hands or Poll
10.10. Casting Vote
10.11. Manner of Taking Poll
10.12. Retention of Ballots Cast on a Poll
10.13. Casting of Votes
10.14. Ordinary Resolution Sufficient
II VOTES OF MEMBERS
11.1. Number of Votes Per Share or Member
11.2. Votes of Persons in Representative Capacity
11.3. Representative of a Corporate Member
11.4. Votes by Joint Holders
11.5. Votes by Committee for a Member
11.6. Appointment of Proxyholders
11.7. Execution of Form of Proxy
11.8. Deposit of Proxy
11.9. Validity of Proxy Note
11.10. Revocation of Proxy
12 DIRECTORS
12.1 Number of Directors
12.2. Remuneration and Expenses of Directors
12.3. Qualification of Directors
13 ELECTION OF DIRECTORS
13.1. Election at Annual General Meetings
13.2. Eligibility of Retiring Director
13.3. Continuance of Directors
13.4. Election of Less than Required Number of
Directors
13.5. Filling a Casual Vacancy
13.6. Additional Directors
13.7. Alternate Directors
13.8. Termination of Directorship
13.9. Removal of Directors
14 POWERS OF DUTIES OF DIRECTORS
14.1. Management of Affairs and Business
14.2. Appointment of Attorney
15 DISCLOSURE OF INTEREST OF DIRECTORS
15.1. Disc1osure of Conflicting Interest
15.2. Voting and Quorum re Proposed Contract
15.3. Director May Hold Office or Place of Profit
with Company
15.4. Director Acting in Professional Capacity
15.5. Director Receiving Remuneration from Other
Interests
16 PROCEEDINGS OF DIRECTORS
16.1. Chairman and Alternate
16.2. Meetings Procedure
16.3. Meetings by Conference Telephone
16.4. Notice of Meeting
16.5. Waiver of Notice of Meetings
16.6. Quorum
16.7. Continuing Directors may Act During Vacancy
16.8. Validity of Acts of Directors
16.9. Resolution in Writing Effective
17 EXECUTIVE AND OTHER COMMITTEES
17.1. Appointment of Executive Committee
17.2. Appointment of Committees
17.3. Procedure at Meetings
18 OFFICERS
18.1. President and Secretary Required
18.2. Persons Holding More Than One Office and
Remuneration
18.3. Disclosure of Conflicting Interest
19 INDEMNITY AND PROTECTION OF DIRECTORS, OFFICERS AND
EMPLOYEES
19.1. Indemnification of Directors
19.2. Indemnification of Officers, Employees, Agents
19.3. Indemnification not invalidated by non-
compliance
19.4. Company may Purchase Insurance
20 DIVIDENDS AND RESERVES
20.1. Declaration of Dividends
20.2. Declared Dividend Date
20.3. Proportionate to Number of Shares Held
20.4. Reserves
20.5. Receipts from Joint Holders
20.6. No Interest on Dividends
20.7. Payment of Dividends
20.8. Capitalization of Undistributed Surplus
21 DOCUMENTS, RECORDS AND REPORTS
21.1. Documents to be Kept
21.2. Accounts to be Kept
21.3. Inspection of Accounts
21.4. Financial Statements and Reports for General
Meeting
21.5. Financial Statements and Reports for Members
22 NOTICES
22.1. Method of Giving Notice
22.2. Notice to Joint Holders
22.3. Notice to Personal Representative
22.4. Persons to Receive Notice
23 RECORD DATES
23.1. Record Date
23.2. No Closure of Register of Members
24 SEAL
24.1. Affixation of Seal to Documents
24.2. Reproduction of Seal
24.3. Official Seal for Other Jurisdictions
25 MECHANICAL REPRODUCTION OF SIGNATURES
25.1. Instruments may be Mechanically Signed
25.2. Definition of Instruments
26 PROHIBITIONS
26.1 Number of Members and No Securities Offered to
the
Public
26.2 Restriction on Transfer of Shares
PROVINCE OF BRITISH COLUMBIA
COMPANY ACT
ARTICLES
of
INTERNATIONAL CONTOUR TECIINOLOGY INC.
PART 1
INTERPREFATION
1.1. In these Articles, unless there is something in the
subject or
context inconsistent therewith:
"Board" and "the Directors" or "the directors" mean the Directors,
sole
Director or alternate Director of the Company for the time being.
"Company Act" means the Company Act of the Province of British
Columbia as
from time to time enacted and all amendments thereto and statutory
modifications thereof and includes the regulations made pursuant
thereto.
"seal" means the common seal or the Company.
"month" means calendar month.
"registered owner" or "registered holder" when used with respect
to a share in
the authorized capital of the Company means the person registered
in the
register of members in respect of such share.
"personal representative" shall include executors. administrators,
trustees in
bankruptcy and duly constituted representatives in lunacy.
Expressions referring to writing shall be construed as including
references to
printing, lithography. typewriting, photography and other modes
or
representing or reproducing words in a visible form.
Words importing the singular include the plural and vice versa:
and words
importing male persons include female persons and words importing
persons
sha1l include corporations.
1.2. The meaning of any words or phrases defined in the
Company Act
shall. if not inconsistent with the subject or context, bear the
same meaning
in these Articles.
1.3. The Rules of Construction contained in the Interpretation
Act shall
apply, mutatis mutandis, to the interpretation of these Articles.
PART 2
SHARES AND SHARE CERTIFICATES
2.1. Every member is entitled, without charge, to one
certificate
representing the share or shares of each class held by him;
provided that, in
respect of a share or shares held jointly by several persons, the
Company
shall not be bound to issue more than one certificate, and
delivery of a
certificate for a share to the first named of several joint
registered holders
or to his duly authorized agent shall be sufficient delivery to
all; and
provided further that the Company shall not be bound to issue
certificates
representing redeemable shares, if such shares are to be redeemed
within one
month of the date on which they were allotted. Any share
certificate may be
sent through the mail by registered prepaid mail to the member
entitled
thereto, and neither the Company nor any transfer agent shall be
liable for
any loss occasioned to the member owing to any such share
certificate so sent
being lost in the mail or stolen.
2.2. If a share certificate
(i) is worn out or defaced, the Directors shall, upon
production to them
of the said certificate and upon such other terms, if any, as they
may think
fit, order the said certificate to be cancelled and shall issue a
new
ertificate in lieu thereof;
(ii) is lost, stolen or destroyed. then, upon proof thereof to
the
satisfaction of the Directors and upon such indemnity, if any, as
the
Directors deem adequate being given, a new share certificate in
lieu thereof
shall be issued to the person entitled to such lost, stolen or
destroyed
certificate; or
(iii) represents more than one share and the registered owner
thereof
surrenders it to the Company with a written request that the
Company issue in
his name two or more certificates each representing a specified
number of
shares and in the aggregate representing the same number of shares
as the
certificate so surrendered and, upon payment of an amount
determined from time
to time by the Directors, the Company shall cancel the certificate
so
surrendered and issue in lieu thereof certificates in accordance
with such
request.
2.3. Every share certificate shall be signed manually by at
least one
officer or Director of the Company, or by or on behalf of a
registrar, branch
registrar, transfer agent or branch transfer agent of the Company
and any
additional signatures may be printed, lithographed, engraved or
otherwise
mechanically reproduced in accordance with these Articles.
2.4. Except as required by law, statute or these Articles, no
person shall
be recognized by the Company as holding any share upon any trust,
and the
Company shall not be bound by or compelled in any way to recognize
(even when
having notice thereof) any equitable, contingent, future or
partial interest
in any share or in any fractional part of a share or (except only
as by law,
statute or these Articles provided or as ordered by a court of
competent
jurisdiction) any other rights in respect of any share except an
absolute
ight to the entirety thereof in its registered holder.
PART 3
ISSUE OF SHARES
3.1. Subject to Article 3.2 and to any direction to the
contrary contained
in a resolution passed at a general meeting authorizing any
increase or
alteration of capital, the shares shall be under the control of
the Directors
who may, subject to the rights of the registered holders of the
shares of the
Company for the time being issued, issue, allot, sell or otherwise
dispose of,
and/or grant options on or otherwise deal in, shares authorized
but not
outstanding at such times, to such persons (including Directors),
in such
manner, upon such terms and conditions, and at such price or for
such
consideration, as they, in their absolute discretion, may
determine.
3.2. If the Company is, or becomes, a company which is not a
reporting
company and the Directors are required by the Company Act before
allotting any
shares to offer them pro rata to the members, the Directors shall,
before
allotting any shares, comply with the applicable provisions of the
Company
Act.
3.3. Subject to the provisions of the Company Act, the
Company, or the
Directors on behalf of the Company, may pay a commission or allow
a discount
to any person in consideration of his subscribing or agreeing to
subscribe,
whether absolutely or conditionally. for any shares, debentures,
share rights,
warrants or debenture stock in the Company, or procuring or
agreeing to
procure subscriptions, whether absolutely or conditionally, for
any such
shares, debentures, share rights, warrants or debenture stock,
provided that,
if the Company is not a specially limited company, the rate of the
commission
and discount shall not in the aggregate exceed 25 per centum of
the amount of
the subscription price of such shares, and if the Company is a
specially
limited company, the rate of the commission and discount shall not
in the
aggregate exceed 98 per centum of the amount of the subscription
price of such
shares, debentures, share rights, warrants or debenture stock. The
Company may
also pay such brokerage as may be lawful.
3.4. No share may be issued until it is fully paid and the
Company shall
have received the full consideration therefor in cash, property or
past
services actually performed for the Company. The value of the
property or
services for the purposes of this Article shall be the value
determined by the
Directors by resolution to be, in all circumstances of the
transaction, the
fair market value thereof.
PART 4
SHARE REGISTERS
4.1. The Company shall keep or cause to be kept a register of
members, a
register of transfers and a register of allotments within British
Columbia,
all as required by the Company Act. and may combine one or more of
such
registers. If the Company's capital shall consist of more than one
class of
shares, a separate register of members, register of transfers and
register of
allotments may be kept in respect of each class of shares. The
Directors on
behalf of the Company may appoint a trust company to keep the
register of
members, register of transfers and register of allotments or, if
there is more
than one class of shares, the Directors may appoint a trust
company. which
need not be the same trust company, to keep the register of
members, the
register of transfers and the register of allotments for each
class of shares.
The Directors on behalf of the Company may also appoint one or
more trust
companies, including the trust company which keeps the said
registers of its
shares or of a class thereof, as transfer agent for its shares or
such class
thereof, as the case may be, and the same or another trust company
or
companies as registrar for its shares or such class thereof, as
the case may
be. The Directors may terminate the appointment of any such trust
company at
any time and may appoint another trust company in its place.
4.2 Unless prohibited by the Company Act, the Company may keep
or cause to
be kept one or more branch registers of members at such place or
places as the
Directors may from time to time deter mine.
4.3. The Company may at any time close its register of members
upon
resolution of the Directors.
PART 5
TRANSFER AND TRANSMISSION OF SHARES
5.1. Subject to the provisions of the Memorandum and of these
Articles
that may be applicable, any member may transfer any of his shares
by
instrument in writing executed by or on behalf of such member and
delivered to
the Company or its transfer agent. The instrument of transfer of
any share of
the Company shall be in the form, if any, on the back of the
Company's share
certificates or in such other form as the Directors may from time
to time
approve. Except to the extent that the Company Act may otherwise
provide, the
transferor shall be deemed to remain the holder of the shares
until the name
of the transferee is entered in the register of members or a
branch register
of members thereof.
5.2. The signature of the registered holder of any shares, or
of his duly
authorized attorney, upon an authorized instrument of transfer
shall
constitute a complete and sufficient authority to the Company, its
directors,
officers and agents to register, in the name of the transferee as
named in the
instrument of transfer, the number of shares specified therein or,
if no
number is specified, all the shares of the registered holder
represented by
share certificates deposited with the instrument of transfer. If
no transferee
is named in the instrument of transfer, the instrument of transfer
shall
constitute a complete and sufficient authority to the Company, its
directors,
officers and agents to register, in the name of the person in
whose behalf any
certificate for the shares to be transferred is deposited with the
Company for
the purpose of having the transfer registered, the number of
shares specified
in the instrument of transfer or, if no number is specified, all
the shares
represented by all share certificates deposited with the
instrument of
transfer.
5.3. Neither the Company nor any Director, officer or agent
thereof shall
be bound to inquire into the title of the person named in the form
of
transfer as transferee, or, if no person is named therein as
transferee, of
the person on whose behalf the certificate is deposited with the
Company for
the purpose of having the transfer registered or be liable to any
claim by
such registered holder or by any intermediate holder of the
certificate or of
any of the shares represented thereby or any interest therein for
registering
the transfer, and the transfer, when registered, shall confer upon
the person
in whose name the shares have been registered a valid title to
such shares.
5.4. Every instrument of transfer shall be executed by the
transferor and
left at the registered office of the Company or at the office of
its transfer
agent or registrar for registration together with the share
certificate for
the shares to bc transferred and such other evidence, if any, as
the
Directors or the transfer agent or registrar may require to prove
the title of
the transferor or his right to transfer the shares and the right
of the
transferee to have the transfer registered. All instruments of
transfer where
the transfer is registered shall be retained by the Company or its
transfer
agent or registrar and any instrument of transfer, where the
transfer is not
registered, shall be returned to the person depositing the same
together with
the share certificate which accompanied the same when tendered for
registration.
5.5. There shall be paid to the Company in respect of the
registration of
any transfer such sum, if any, as the Directors may from time to
time
determine.
5.6. In the case of the death of a member, the survivor or
survivors where
the deceased was a joint registered holder, and the legal personal
representative of the deceased where he was the sole holder, shall
be the only
persons recognized by the Company as having any title to his
interest in the
shares. Before recognizing any legal personal representative the
Directors may
require him to obtain a grant of probate or letters of
administration in
British Columbia.
5.7. Upon the death or bankruptcy of a member, his personal
representative
or trustee in bankruptcy, although not a member, shall have the
same rights,
privileges and obligations that attach to the shares formerly held
by the
deceased or bankrupt member if the documents required by the
Company Act shall
have been deposited at the Company's registered office.
5.8. Any person becoming entitled to a share in consequence of
the death
or bankruptcy of a member shall, upon such documents and evidence
being
produced to the Company as the Company Act requires or who becomes
entitled to
a share as a result of an order of a Court of competent
jurisdiction or a
statute has the right either to be registered as a member in his
representative capacity in respect of such share, or, if he is a
personal
representative instead of being registered himself, to make such
transfer of
the share as the deceased or bankrupt person could have made: but
the
Directors shall, as regards a transfer by a personal
representative or trustee
in bankruptcy, have the same right, if any, to decline or suspend
registration
of a transferee as they would have in the case of a transfer of a
share by the
deceased or bankrupt person before the death or bankruptcy.
PART 6
ALTERATION OF CAPITAL
6.1. The Company may by ordinary resolution filed with the
Registrar amend
its Memorandum to increase the authorized capital of the Company
by:
(i) creating shares with par value or shares without par
value, or both;
(ii) increasing the number of shares with par value or shares
without par
value, or both; or
(iii) increasing the par value of a class of shares with par
value, if no
shares of that class are issued.
All new shares shall be subject to the same provisions with
reference to
transfers, transmissions and otherwise as the existing shares of
the Company
6.2. The Company may by special resolution alter its
Memorandum to
subdivide, consolidate, change from shares with par value to
shares without
par value, or from shares without par value to shares with par
value, or
change the designation of all or any of its shares but only to
such extent, in
such manner and with such consents of members holding a class of
shares which
is the subject of or affected by such alteration, as the Company
Act provides
6.3 The Company may alter its Memorandum or these Articles
(i) by special resolution, to create, define and attach
special rights or
restrictions to any shares, and
(ii) by special resolution and by otherwise complying with any
applicable
provision of its Memorandum or these Articles, to vary or abrogate
any special
rights and restrictions attached to any shares and in each case by
filing a
certified copy of such resolution with the Registrar but no right
or special
right attached to any issued shares shall be prejudiced or
interfered with
unless all members holding shares of each class whose right or
special right
is so prejudiced or interfered with consent thereto in writing, or
unless a
resolution consenting thereto is passed at a separate class
meeting of the
holders of the shares of each such class by a majority of three-
fourths, or
such greater majority as may be specified by the special rights
attached to
the class of shares, of the issued shares of such class.
6.4 Notwithstanding such consent in writing or such
resolution, no such
alteration shall be valid as to any part of the issued shares of
any class
unless the holders of the rest of the issued shares of such class
either all
consent thereto in writing or consent thereto by a resolution
passed by the
votes of members holding three-fourths of the rest of such shares.
6.5 If the Company is or becomes a reporting company, no
resolution to
create, vary or abrogate any special right of conversion attaching
to any
class of shares shall be submitted to any meeting of members
unless, if so
required by the Company Act, the Superintendent of Brokers shall
have
consented to the resolution.
6.6 Unless these Articles otherwise provide, the provisions of
these
Articles relating to general meetings shall apply, with the
necessary changes
and so far as they are applicable, to a class meeting of members
holding a
particular class of shares but the quorum at a class meeting shall
be one
person holding or representing by proxy one-third of the shares
affected.
PART 7
PURCHASE AND REDEMPTION OF SHARES
7.1 Subject to the special rights and restrictions attached to
any class
of shares, the Company may, by a resolution of the Directors and
in compliance
with the Company Act, purchase any of its shares at the price and
upon the
terms specified in such resolution or redeem any class of its
shares in
accordance with the special rights and restrictions attaching
thereto. No such
purchase or redemption shall be made if the Company is insolvent
at the time
of the proposed purchase or redemption or if the proposed purchase
or
redemption would render the Company insolvent. Unless the shares
are to be
purchased through a stock exchange or the Company is purchasing
the shares
from dissenting members pursuant to the requirements of the
Company Act, the
Company shall make its offer to purchase pro rata to every member
who holds
shares of the class or kind, as the case may be, to be purchased.
7.2 If the Company proposes at its option to redeem some but
not all of
the shares of any class, the Directors may, subject to the special
rights and
restrictions attached to such class of shares, decide the manner
in which the
shares to be redeemed shall be selected.
7 3 Subject to the provisions of the Company Act, any shares
purchased or
redeemed by the Company may be sold or issued by it, but, while
such shares
are held by the Company, it shall not exercise any vote in respect
of these
shares.
PART 8
BORROWING POWERS
8.l The Directors may from time to time on behalf of the
Company
(i) borrow money in such manner and amount, on such security,
from such
sources and upon such terms and conditions as they think fit,
(ii) issue bonds, debentures, and other debt obligations either
outright or
as security for any liability or obligation of the Company or any
other
person, and
(iii) mortgage, charge, whether by way of specific or floating
charge, or
give other security on the undertaking, or on the whole or any
part of the
property and assets, of the Company (both present and future).
8.2 Any bonds, debentures or other debt obligations of the
Company may be
issued at a discount. premium or otherwise, and with any special
privileges as
to redemption, surrender, drawing. allotment of or conversion into
or exchange
for shares or other securities, attending and voting at general
meetings of
the Company, appointment of Directors or otherwise and may by
their terms be
assignable free from any equities between the Company and the
person to whom
they were issued or any subsequent holder thereof, all as the
Directors may
determine.
8.3. The Company shall keep or cause to be kept within the
Province of
British Columbia in accordance with the Company Act a register of
its
debentures and a register of debentureholders, which registers may
be
combined, and, subject to the provisions of the Company Act, may
keep or cause
to be kept one or more branch registers of its debentureholders at
such place
or places as the Directors may from time to lime determine and the
Directors
may by resolution, regulation or otherwise make such provisions as
they think
fit respecting the keeping of such branch registers.
8.4 Every bond, debenture or other debt obligation of the
Company shall be
signed manually by at least one Director or officer of the Company
or by or on
behalf of a trustee, registrar, branch registrar, transfer agent
or branch
transfer agent for the bond, debenture or other debt obligation
appointed by
the Company or under any instrument under which the bond,
debenture or other
debt obligation is issued and any additional signatures may be
printed or
otherwise mechanically reproduced thereon and, in such event, a
bond,
debenture or other debt obligation so signed is as valid as if
signed manually
notwithstanding that any person whose signature is so printed or
mechanically
reproduced shall have ceased to hold the office that he is stated
on such
bond, debenture or other debt obligation to hold at the date of
the issue
thereof.
8.5. The Company shall keep or cause to be kept a register of
its
indebtedness to every Director or officer of the Company or an
associate of
any of them in accordance with the provisions of the Company Act.
PART 9
GENERAL MEETINGS
9.1. Subject to any extensions of time permitted pursuant to
the Company
Act, the first annual general meeting of the Company shall be held
within
fifteen months from the date of incorporation and thereafter an
annual general
meeting shall be held once in every calendar year at such time
(not being more
than thirteen months after the holding of the last preceding
annual general
meeting) and place as may be determined by the Directors.
9.2. If the Company is, or becomes, a company which is not a
reporting
company and all the members entitled to attend and vote at an
annual general
meeting consent in writing to all the business which is required
or desired to
be transacted at the meeting, the meeting need not be held.
9.3. All general meetings other than annual general meetings
are herein
referred to as and may he called extraordinary general meetings.
9.4. The Directors may, whenever they think fit, convene an
extraordinary
general meeting. An extraordinary general meeting, if
requisitioned in
accordance with the Company Act, shall be convened by the
Directors or, if not
convened by the Directors, may be convened by the requisitionists
as provided
in the Company Act.
9.5. If the Company is or becomes a reporting company, advance
notice of
any general meeting at which Directors are to be elected shall be
published in
the manner required by the Company Act.
9.6. A notice convening, a general meeting specifying the
place, the day,
and the hour of the meeting, and, in case of special business, the
general
nature of that business, shall be given as provided in the Company
Act and in
the manner hereinafter in these Articles mentioned, or in such
other manner
(if any) as may be prescribed by ordinary resolution, whether
previous notice
thereof has been given or not, to such persons as are entitled by
law or under
these Articles to receive such notice from the Company. Accidental
omission to
give notice of a meeting to, or the non-receipt of notice of a
meeting, by any
member shall not invalidate the proceedings at that meeting.
9.7. All the members of the Company entitled to attend and
vote at a
general meeting may, by unanimous consent in writing given before,
during or
after the meeting, or if they are present at the meeting by a
unanimous vote,
waive or reduce the period of notice of such meeting and an entry
in the
minute book of such waiver or reduction shall be sufficient
evidence of the
due convening of the meeting.
9.8. Except as otherwise provided by the Company Act, where
any special
business at a general meeting includes considering, approving.
ratifying,
adopting or authorizing any document or the execution thereof or
the giving of
effect thereto, the notice convening the meeting shall, with
respect to such
document, be sufficient if it states that a copy of the document
or proposed
document is or will be available for inspection by members at the
registered
office or records office of the Company or at some other place in
British
Columbia designated in the notice during usual business hours up
to the date
of such general meeting.
PART 10
PROCEEDINGS AT GENERAL MEETINGS
10.1 All business shall be deemed special business which is
transacted at
(i) an extraordinary general meeting other than the conduct of
and voting
at, such meeting, and
(ii) an annual general meeting, with the exception of the
conduct of, and
voting at, such meeting. the consideration of the financial
statement and of
the respective reports of the Directors and Auditor, fixing or
changing the
number of directors, approval of a motion to elect two or more
directors by a
single resolution, the election of Directors, the appointment of
the Auditor,
the fixing of the remuneration of the Auditor and such other
business as by
these Articles of the Company Act may be transacted at a general
meeting
ithout prior notice thereof being given to the members or any
business which
is brought under consideration by the report of the Directors.
10.2. No business, other than election of the chairman or the
adjournment
of the meeting, shall be transacted at any general meeting unless
a quorum of
members, entitled to attend and vote, is present at the
commencement of the
meeting, but the quorum need not be present throughout the
meeting.
10.3. Save as herein otherwise provided, a quorum shall be two
members or
proxyholders representing two members, or one member and a
proxyholder
representing another member. The Directors, the Secretary or, in
his absence,
an Assistant Secretary, and the solicitor of the Company shall be
entitled to
attend at any general meeting but no such person shall be counted
in the
quorum or be entitled to vote at any general meeting unless he
shall be a
member or proxyholder entitled to vote thereat.
10.4. If within half an hour from the time appointed for a
general meeting
a quorum is not present, the meeting, if convened upon lie
requisition of
members, shall be dissolved. In any other case it shall stand
adjourned to the
same clay in the next week, at the same time and place, and, if at
the
adjourned meeting a quorum is not present within half an hour from
the time
appointed for the meeting, the person or persons present and
being, or
representing by proxy, a member or members entitled to attend and
vote at the
meeting shall be a quorum.
10.5 The Chairman of the Board, if any, or in his absence the
President
of the Company or in his absence a Vice-President of the Company,
if any,
shall be entitled to preside as chairman at every general meeting
of the
Company.
10.6. If at any general meeting neither the Chairman of the
Board nor
President nor a Vice-President is present within fifteen minutes
after the
time appointed for holding the meeting or is willing to act as
chairman, the
Directors present shall choose some one of their number to be
chairman or if
all the Directors present decline to take the chair or shall fail
to so choose
or if no Director be present, the members present shall choose
some other
person in attendance, who need not be a member, to be chairman.
10.7. The chairman may and shall, if so directed by the
meeting, adjourn
the meeting 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. When a
meeting is
adjourned for thirty days or more, notice, but not advance notice,
of the
adjourned meeting shall be given as in the case of an original
meeting. Save
as aforesaid, it shall not be necessary to give any notice of an
adjourned
meeting or of the business to be transacted at an adjourned
meeting.
l0.8. No motion proposed at a general meeting need be seconded
and the
chairman may propose or second a motion.
10.9. Subject to the provisions of the Company Act, at any
general meeting
a resolution put to the vote of the meeting shall be decided on a
show of
hands, unless (before or on the declaration of the result of the
show of
hands) a poll is directed by the chairman or demanded by at least
one member
entitled to vote who is present in person or by proxy. The
chairman shall
declare to the meeting the decision on every question in
accordance with the
result of the show of hands or the poll, and such decision shall
be entered in
the book of proceedings of the Company A declaration by the
chairman that a
resolution has been carried, or carried unanimously, or by a
particular
majority, or lost or not carried by a particular majority and an
entry to that
effect in the book of the proceedings of the Company shall be
conclusive
evidence of the fact, without proof of the number or proportion of
the votes
recorded in favor of, or against, that resolution.
10.10. In the case of an equality of votes, whether on a show
of hands or
on a poll, the chairman of the meeting at which the show of hands
takes place
or at which the poll is demanded shall be entitled to a casting
vote in
addition to the vote or votes to which he may be entitled as
member or
proxyholder and this provision shall apply notwithstanding the
Chairman is
interested in the subject matter of the 'resolution.
10.11. No poll may be demanded on the election of a chairman.
A poll
demanded on a question of adjournment shall be taken forthwith. A
poll
demanded on any other question shall be taken as soon as, in the
opinion of
the chairman, is reasonably convenient, but in no event later than
seven days
after the meeting and at such time and place and in such manner as
the
hairman of the meeting directs. The result of the poll shall be
deemed to be
the resolution of and passed at the meeting upon which the poll
was demanded.
Any business other than that upon which the poll has been demanded
may be
proceeded with pending the taking of the poll. A demand for a poll
may be
withdrawn. In any dispute as to the admission or rejection of a
vote the
decision of the chairman made in good faith shall be final and
conclusive.
10.12. Every ballot cast upon a poll and every proxy
appointing a
proxyholder who casts a ballot upon a poll shall be retained by
the Secretary
for such period and be subject to such inspection as the Company
Act may
provide.
10.13. On a poll a person entitled to cast more than one vote
need not, if
he votes, use all his votes or cast all the votes lie uses in the
same way.
10.14. Unless the Company Act, the Memorandum or these
Articles otherwise
provide, any action to be taken by a resolution of the members may
be taken by
an ordinary resolution.
PART 11
VOTES OF MEMBERS
11 1. Subject to any special voting rights or restrictions
attached to any
class of shares and the restrictions on joint registered holders
of shares, on
a show of hands every member who is present in person and entitled
to vote
thereat shall have one vote and on a poll every member shall have
one vote for
each share of which he is the registered holder and may exercise
such vote
either in person or by proxyholder.
11.2. Any person who is not registered as a member but is
entitled to vote
at any general meeting in respect of a share, may vote the share
in the same
manner as if he were a member; but, unless the Directors have
previously
admitted his right to vote at that meeting in respect of the
share, he shall
satisfy the Directors of his right to vote the share before the
time for
holding the meeting, or adjourned meeting, as the case may be, at
which he
proposes to vote.
11.3. Any corporation not being a subsidiary which is a member
of the
Company may, by resolution of its directors or other governing
body, authorize
such person as it thinks fit to act as its representative at any
general
meeting or class meeting. The person so authorized shall he
entitled to
exercise in respect of and at such meeting the same powers on
behalf of the
corporation which he represents as that corporation could exercise
if it were
an individual member of the Company personally present, including,
without
limitation, the right, unless restricted by such resolution, to
appoint a
proxyholder to represent such corporation and shall be counted for
the purpose
of forming a quorum if present at the meeting. Evidence of the
appointment of
any such representative may be sent to the Company by written
instrument,
telegram, telex or any method of transmitting legibly recorded
messages.
Notwithstanding the foregoing, a corporation being a member may
appoint a
proxyholder.
11.4. In the case of joint registered holders of a share, the
vote of the
senior who exercises a vote, whether in person or by proxyholder,
shall be
accepted to the exclusion of the votes of the other joint
registered holders;
and for this purpose seniority shall be determined by the order in
which the
names stand in the register of members. Several legal personal
representatives
of a deceased member whose shares are registered in his sole name
shall for
the purpose of this Article be deemed joint registered holders.
11.5 A member of unsound mind entitled to attend and vote, in
respect of
whom an order has been made by any court having jurisdiction, may
vote,
whether on a show of hands or on a poll, by his committee, curator
bonis, or
other person in the nature of a committee or curator bonis
appointed by that
court, and any such committee, curator bonis, or other person may
appoint a
proxyholder.
11.6. A member holding more than one share in respect of which
he is
entitled to vote shall be entitled to appoint one or more (but not
more than
five) proxyholders to attend, act and vote for him on the same
occasion. If
such member should appoint more than one proxyholder for the same
occasion, he
shall specify the number of shares each proxyholder shall be
entitled to vote.
A member may also appoint one or more alternate proxyholders to
act in the
place and stead of an absent proxyholder.
11.7. A form of proxy shall be in writing under the hand of
the appointor
or of his attorney duly authorized in writing or, if the appointor
is a
corporation, either under the seal of the corporation or under the
hand of a
duly authorized officer or attorney. A proxyholder need not be a
member of the
Company.
11.8. A form of proxy and the power of attorney or other
authority, if
any, under which it is signed or a notarially certified copy
thereof shall be
deposited at the registered office of the Company or at such other
place as is
specified for that purpose in the notice convening the meeting,
not less than
48 hours (excluding Saturdays, Sundays, and holidays) before the
time for
holding the meeting or such other time and place as is specified
in the notice
calling the meeting. In addition to any other method of depositing
proxies
provided for in these Articles, the Directors may from time to
time, by
resolution, make regulations relating to the depositing of proxies
at any
place or places and fixing the time or times for depositing the
proxies not
exceeding 48 hours (excluding Saturdays, Sundays, and holidays)
preceding the
meeting or adjourned meeting specified in the notice calling a
meeting of
members and providing for particulars of such proxies to be sent
to the
Company or any agent of the Company in writing or by letter,
telegram, telex,
or any method of transmitting legibly recorded messages so as to
arrive before
the commencement of the meeting or adjourned meeting at the office
of the
Company or of any agent of the Company appointed for the purpose
of receiving
such particulars and providing that proxies so deposited as
required by this
Part and votes given in accordance with such regulations shall be
valid and
shall be counted.
11.9. A vote given in accordance with the terms of a proxy is
valid
notwithstanding the previous death or incapacity of the member
giving the
proxy or the revocation of the proxy or of the authority under
which the form
of proxy was executed or the transfer of the share in respect of
which the
proxy is given provided that no notification in writing of such
death,
incapacity, revocation or transfer shall have been received at the
registered
office of the Company or by the chairman of the meeting or
adjourned meeting
for which the proxy was given before the vote is taken.
11.10. Every proxy may be revoked by an instrument in writing
(i) executed by the member giving the same or by his attorney
authorized
in writing or, where the member is a corporation, by a duly
authorized officer
or attorney of the corporation; and
(ii) delivered either at the registered office of the Company
at any time
up to and including the last business day preceding the day of the
meeting, or
any adjournment thereof at which the proxy is to be used, or to
the chairman
of the meeting on the day of the meeting or any adjournment
thereof before any
vote in respect of which the proxy is to be used shall have been
taken.
or in any other manner provided by law.
PART 12
DIRECTORS
12.1. The subscribers to the Memorandum of the Company are the
first
Directors. The Directors to succeed the first Directors may be
appointed in
writing by a majority of the subscribers to the Memorandum or at a
meeting of
the subscribers, or if not so appointed, they shall be elected by
the members
entitled to vote on the election or Directors and the number of
Directors
shall be the same as the number of Directors so appointed or
elected. The
number of directors, excluding additional Directors, may be fixed
or changed
from time to time by ordinary resolution, whether previous notice
thereof has
been given or not, but notwithstanding anything contained in these
Articles
the number of Directors shall never be less than one or, if the
Company is or
becomes a reporting company, less than three.
12.2. The remuneration of the Directors as such may from time
to time be
determined by the Directors or, if the Directors shall so decide,
by the
members. Such remuneration may be in addition to any salary or
other
remuneration paid to any officer or employee of the Company as
such who is
also a Director. The Directors shall be repaid such reasonable
travelling,
hotel and other expenses as they incur in and about the business
of the
Company and if any Director shall perform any professional or
other services
for the Company that in the opinion of the Directors are outside
the ordinary
duties of a Director or shall otherwise be specially occupied in
or about the
Company's business, he may be paid a remuneration to be fixed by
the Board,
or, at the option of such Director, by the Company in general
meeting, and
such remuneration may be either in addition to, or in substitution
for any
other remuneration that he may be entitled to receive. The
Directors on behalf
of the Company, unless otherwise determined by ordinary
resolution, may pay a
gratuity or pension or allowance on retirement to any Director who
has held
any salaried office or place of profit with the Company or to his
spouse or
dependants and may make contributions to any fund and pay premiums
for the
purchase or provision of any such gratuity, pension or allowance.
12.3 A Director shall not be required to hold a share in
the capital
of the Company as qualification for his office but shall be
qualified as
required by the Company Act, to become or act as a Director.
PART 13
ELECTION AND REMOVAL OF DIRECTORS
13.1. At each annual general meeting of the Company, all the
Directors
shall retire and the members shall elect a Board of Directors
consisting of
the number of Directors for the time being fixed pursuant to these
Articles.
If the Company is, or becomes, a company that is not a reporting
company and
the business to be transacted at any annual general meeting is
consented to in
writing by all the members who are entitled to attend and vote
thereat such
annual general meeting shall be deemed for the purpose of this
Part to have
been held on such written consent becoming effective.
13.2. A retiring Director shall be eligible for re-election.
13.3. Where the Company fails to hold an annual general meeting
in
accordance with the Company Act, the Directors then in office
shall be deemed
to have been elected or appointed as Directors on the last day on
which the
annual general meeting could have been held pursuant to these
Articles and
they may hold office until other Directors are appointed or
elected or until
the day on which the next annual general meeting is held.
13.4. If at any general meeting at which there should be an
election of
Directors, the places of any of the retiring Directors are not
filled by such
election, such of the retiring Directors who are not re-elected as
may be
requested by the newly-elected Directors shall, if willing to do
so, continue
in office to complete the number of Directors for the time being
fixed
pursuant to these Articles until further new Directors are elected
at a
general meeting convened for the purpose. If any such election or
continuance
of Directors does not result in the election or continuance of the
number of
Directors for the time being fixed pursuant to these Articles such
number
shall be fixed at the number of Directors actually elected or
continued in
office
13.5. Any casual vacancy occurring in the Board of Directors
may be filled
by the remaining Directors or Director.
13.6. Between successive annual general meetings the Directors
shall have
power to appoint one or more additional Directors but not more
than one-third
of the number of Directors fixed pursuant to these Articles and in
effect at
the last general meeting at which Directors were elected. Any
Director so
appointed shall hold office only until the next following annual
general
meeting of the Company, but shall be eligible for election at such
meeting and
so long as he is an additional Director the number of Directors
shall be
increased accordingly.
13.7. Any Director may by instrument in writing delivered to
the Company
appoint any person to be his alternate to act in his place at
meetings of the
Directors at which he is not present unless the Directors shall
have
reasonably disapproved the appointment of such person as an
alternate Director
and shall have given notice to that effect to the Director
appointing the
alternate Director within a reasonable time after delivery of such
instrument
to the Company Every such alternate shall be entitled to notice of
meetings of
the Directors and to attend and vote as a Director at a meeting at
which the
person appointing him is not personally present, and, if he is a
Director, to
have a separate vote on behalf of the Director he is representing
in addition
to his own vote. A Director may at any time by instrument,
telegram, telex or
any method of transmitting legibly recorded messages delivered to
the Company
revoke the appointment of an alternate appointed by him. The
remuneration
payable to such an alternate shall be payable out of the
remuneration of the
Director appointing him.
13.8. The office of Director shall he vacated if the Director:
(i) resigns his office by notice in writing delivered to the
registered
office of the Company; or
(ii) is convicted of an indictable offence and the other
Directors shall
have resolved to remove him or
(iii) ceases to be qualified to act as a Director pursuant to the
Company Act.
13.9. The Company may by special resolution remove any
Director before the
expiration of his period of office, and may by an ordinary
resolution appoint
another person in his stead.
PART 14
POWERS AND DUTIES OF DIRECTORS
14.1. The Directors shall manage, or supervise the management
of, the
affairs and business of the Company and shall have the authority
to exercise
all such powers of the Company as are not, by the Company Act or
by the
Memorandum or these Articles, required to be exercised by the
Company in
general meeting.
14.2. The Directors may from time to time by power of attorney
or other
instrument under the seal, appoint any person to be the attorney
of the
Company for such purposes, and with such powers, authorities and
discretions
(not exceeding those vested in or exercisable by the Directors
under these
Articles and excepting the powers of the Directors relating to the
constitution of the Board and of any of its committees and the
appointment or
removal of officers and the power to declare dividends) and for
such period,
with such remuneration and subject to such conditions as the
Directors may
think fit, and any such appointment may be made in favour of any
of the
Directors or any of the members of the Company or in favour of any
corporation, or of any of the members, directors, nominees or
managers of any
corporation, firm or joint venture and any such power of attorney
may contain
such provisions for the protection or convenience of persons
dealing with such
attorney as the Directors think fit. Any such attorney may he
authorized by
the Directors to sub-delegate all or any of the powers,
authorities and
discretions for the time being vested in him.
PART l5
DISCLOSURE OF INTEREST OF DIRECTORS
15.1. A Director who is, in any way, directly or indirectly
interested in
an existing or proposed contract or transaction with the Company
or who holds
any office or possesses any property whereby, directly or
indirectly, a duty
or interest might be created to conflict with his duty or interest
as a
Director shall declare the nature and extent of his interest in
such contract
or transaction or of the conflict or potential conflict with his
duty and
interest as a Director, as the case may be, in accordance with the
provisions
of the Company Act.
15.2. A Director shall not vote in respect of any such
contract or
transaction with the Company in which he is interested and if he
shall do so
his vote shall not be counted, but he shall be counted in the
quorum present
at the meeting at which such vote is taken. Subject to the
provisions of the
Company Act, the foregoing prohibitions shall not apply to
(i) any such contract or transaction relating to a loan to the
Company,
which a Director or a specified corporation or a specified firm in
which he
has an interest has guaranteed or joined in guaranteeing the
repayment of the
loan or any part of the loan;
(ii) any contract or transaction made or to be made with, or
for the
benefit of a holding corporation or a subsidiary corporation of
which a
Director is a director;
(iii) any contract by a Director to subscribe for or
underwrite shares or
debentures to be issued by the Company or a subsidiary of the
Company, or any
contract, arrangement or transaction in which a Director is,
directly or
indirectly, interested if all the other Directors are also,
directly or
indirectly interested in the contract, arrangement or transaction;
(iv) determining the remuneration of the Directors:
(v) purchasing and maintaining insurance to cover Directors
against
liability incurred by them as Directors; or
(vi) the indemnification of any Director by the Company.
These exceptions may from time to time be suspended or amended to
any extent
approved by the Company in general meeting and permitted by the
Company Act,
either generally or in respect of any particular contract or
transaction or
for any particular period.
15.3. A Director may hold any office or place of profit with
the Company
(other than the office of auditor of the Company) in conjunction
with his
office of Director for such period and on such terms (as to
remuneration or
otherwise) as the Directors may determine and no Director or
intended Director
shall be disqualified by his office from contracting with the
Company either
with regard to this tenure of any such other office or place of
profit or as
vendor, purchaser or otherwise, and, subject to compliance with
the provisions
of the Company Act, no contract or transaction entered into by or
on behalf of
the Company in which a Director is in any way interested shall be
liable to be
voided by reason thereof.
15.4. Subject to compliance with the provisions of the Company
Act, a
Director or his firm may act in a professional capacity for the
Company
(except as auditor of the Company) and he or his firm shall be
entitled to
remuneration for professional services as if he were not a
Director.
15.5. A Director may be or become a director or other officer
or employee
of, or otherwise interested in, any corporation or firm in which
the Company
may be interested as a shareholder or otherwise, and, subject to
compliance
with the provisions of the Company Act, such Director shall not be
accountable
to the Company for any remuneration or other benefits received by
him as
director, officer or employee of, or from his interest in, such
other
corporation or firm, unless the Company in general meeting
otherwise directs.
PART 16
PROCEEDINGS OF DIRECTORS
16.1. The Chairman of the Board, if any, or in his absence,
the President
shall preside as chairman at every meeting of the Directors, or if
there is no
Chairman of the Board or neither the Chairman of the Board nor the
President
is present within fifteen minutes of the time appointed for
holding the
meeting or is willing to act as chairman, or, if the Chairman of
the Board, if
any, and the President have advised the Secretary that they will
not be
present at the meeting, the Directors present shall choose one of
their number
to be chairman of the meeting.
16.2. The Directors may meet together for the dispatch of
business,
adjourn and otherwise regulate their meetings, as they think fit.
Questions
arising at any meeting shall be decided by a majority of votes. In
case of an
equality of votes, the chairman shall not have a second or casting
vote.
Meetings of the Board held at regular intervals may be held at
such place, at
such time and upon such notice (if any) as the Board may by
resolution from
time to time determine.
16.3. A Director may participate in a meeting of the Board or
of any
committee of the Directors by means of conference telephones or
other
communications facilities by means of which all Directors
participating in the
meeting can hear each other and provided that all such Directors
agree to such
participation. A Director participating in a meeting in accordance
with this
Article shall be deemed to be present at the meeting and to have
so agreed and
shall be counted in the quorum therefor and be entitled to speak
and vote
thereat.
16.4. A Director may, and the Secretary or an Assistant
Secretary upon
request of a Director shall, call a meeting of the Board at any
time.
Reasonable notice of such meeting specifying the place, day and
hour of such
meeting shall be given by mail, postage prepaid, addressed to each
of the
Directors and alternate Directors at his address as it appears on
the books of
the Company or by leaving it at his usual business or residential
address or
by telephone, telegram, telex, or any method of transmitting
legibly recorded
messages. It shall not be necessary to give notice of a meeting of
Directors
to any Director or alternate Director (i) who is at the time not
in the
Province of British Columbia or (ii) if such meeting is to be held
immediately
following a general meeting at which such Director shall have been
elected or
is the meeting of Directors at which such Director is appointed.
l6.5. Any Director of the Company may file with the Secretary a
document
executed by him waiving notice of any past, present or future
meeting or
meetings of the Directors being, or required to have been, sent to
him and may
at any time withdraw such waiver with respect to meetings held
thereafter.
After filing such waiver with respect to future meetings and until
such waiver
is withdrawn no notice need be given to such Director and, unless
the Director
otherwise requires in writing to the Secretary, to his alternate
Director of
any meeting of Directors and all meetings of the Directors so held
shall be
deemed not to be improperly called or constituted by reason of
notice not
having been given to such Director or alternate Director.
16.6. The quorum necessary for the transaction of the business
of the
Directors may be fixed by the Directors and if not so fixed shall
be a
majority of the Directors or, if the number of Directors is fixed
at one,
shall be one Director.
16.7. The continuing Directors may act notwithstanding any
vacancy in
their body. but, if and so long as their number is reduced below
the number
fixed pursuant to these Articles as the necessary quorum of
Directors, the
continuing Directors may act for the purpose of increasing the
number of
Directors to that number, or of summoning a general meeting of the
Company,
but for no other purpose.
16.8. Subject to the provisions of the Company Act, all acts
done by any
meeting of the Directors or of a committee of Directors, or by any
person
acting as a Director, shall, notwithstanding that it be afterwards
discovered
that there was some defect in the qualification, election or
appointment of
any such Directors or of the members of such committee or person
acting as
aforesaid, or that they or any of them were disqualified, be as
valid as if
every such person had been duly elected or appointed and was
qualified to be a
Director.
16.9. A resolution consented to in writing, whether by
document, telegram,
telex or any method of transmitting legibly recorded messages or
other means
by all of the Directors or their alternates shall be as valid and
effectual as
if it had been passed at a meeting of the Directors duly called
and held. Such
resolution may be in two or more counterparts which together shall
be deemed
to constitute one resolution in writing. Such resolution shall be
filed with
the minutes of the proceedings of the Directors and shall be
effective on the
date stated thereon or on the latest date stated on any
counterpart.
PART 17
EXECUTIVE AND OTHER COMMITTEES
17.1. The Directors may by resolution appoint an Executive
Committee to
consist of such member or members of their body as they think fit,
which
Committee shall have, and may exercise during the intervals
between the
meetings of the Board, all the powers vested in the Board except
the power to
fill vacancies in the Board, the power to change the membership
of, or fill
vacancies in, said Committee or any other committee of the Board
and such
other powers, if any, as may be specified in the resolution. The
said
Committee shall keep regular minutes of its transactions and shall
cause them
to be recorded in books kept for that purpose, and shall report
the same to
the Board of Directors at such times as the Board of Directors may
from time
to time require. The Board shall have the power at any time to
revoke or
override the authority given to or acts done by the Executive
Committee except
as to acts done before such revocation or overriding and to
terminate the
appointment or change the membership of such Committee and to fill
vacancies
in it. The Executive Committee may make rules for the conduct of
its business
and may appoint such assistants as it may deem necessary. A
majority of the
members of said Committee shall constitute a quorum thereof
17.2 The Directors may by resolution appoint one or more
committees
consisting of such member or members of their body as they think
fit and may
delegate to any such committee between meetings of the Board such
powers of
the Board (except the power to fill vacancies in the Board and the
power to
change the membership of or fill vacancies in any committee of the
Board and
the power to appoint or remove officers appointed by the Board)
subject to
such conditions as may be prescribed in such resolution, and all
committees so
appointed shall keep regular minutes or their transactions and
shall cause
them to be recorded in books kept for that purpose, and shall
report the same
to the Board of Directors at such times as the Board of Directors
may from
time to time require. The Directors shall also have power at any
time to
revoke or override any authority given to or acts to be done by
any such
committees except as to acts done before such revocation or
overriding and to
terminate the appointment or change the membership of a committee
and to fill
vacancies in it. Committees may make rules for the conduct of
their business
and may appoint such assistants as they may deem necessary. A
majority of the
members of a committee shall constitute a quorum thereof.
17.3. The Executive Committee and any other committee may meet
and adjourn
as it thinks proper. Questions arising at any meeting shall be
determined by a
majority of votes of the members of the committee present, and in
case of an
equality of votes the chairman shall not have a second or casting
vote. A
resolution approved in writing by all the members of the Executive
Committee
or any other committee shall be as valid and effective as if it
had been
passed at a meeting of such Committee duly called and constituted.
Such
resolution may be in two or more counterparts which together shall
be deemed
to constitute one resolution in writing. Such resolution shall be
filed with
the minutes of the proceedings of the committee and shall be
effective on the
date stated thereon or on the latest date stated in any
counterpart.
PART 18
OFFICERS
18.1. The Directors shall, from time to time, appoint a
President and a
Secretary and such other officers, if any, as the Directors shall
determine
arid the Directors may, at any time, terminate any. such
appointment. No
officer shall be appointed unless he is qualified in accordance
with the
provisions of the Company Act.
18.2. One person may hold more than one of such offices except
that the
offices of President and Secretary must be held by different
persons unless
the Company has only one member. Any person appointed as the
Chairman of the
Board, the President or the Managing Director shall be a Director.
The other
officers need not be Directors. The remuneration of the officers
of the
ompany as such and their terms and conditions of their tenure of
office or
employment shall from time to time be determined by the Directors;
such
remuneration may be by way of salary, fees, wages, commission or
participation
in profits or any other means or all of these modes and an officer
may in
addition to such remuneration be entitled to receive after he
ceases to hold
such office or leaves the employment of the Company a pension or
gratuity. The
Directors may decide what functions and duties each officer shall
perform and
may entrust to and confer upon him any of the powers exercisable
by them upon
such terms and conditions and with such restrictions as they think
fit and may
from time to time revoke, withdraw, alter or vary all or any of
such
functions, duties and powers. The Secretary shall, inter alia,
perform the
functions of the Secretary specified in the Company Act.
18.3. Every officer of the Company who holds any office or
possesses any
property whereby, whether directly or indirectly, duties or
interests might be
created in conflict with his duties or interests as an officer of
the Company
shall, in writing, disclose to the President the fact and the
nature,
character and extent of the conflict
PART 19
INDEMNITY AND PROTECTION OF DIRECTORS, OFFICERS AND
EMPLOYEES
19.1 Subject to the provisions of the Company Act, the
Directors shall
cause the Company to indemnify a Director or former Director of
the Company
and the Directors may cause the Company to indemnify a director or
former
director of a corporation of which the Company is or was a
shareholder and the
heirs and personal representatives of any such person against all
costs,
charges and expenses, including an amount paid to settle an action
or satisfy
a judgment, actually and reasonably incurred by him or them
including an
amount paid to settle an action or satisfy a judgment in a civil,
criminal or
administrative action or proceeding to which he is or they are
made a party by
reason of his being or having been a Director of the Company or a
director of
such corporation, including any action brought by the Company or
any such
corporation. Each Director of the Company on being elected or
appointed shall
be deemed to have contracted with the Company on the terms of the
foregoing
indemnity.
19.2. Subject to the provisions of the Company Act, the
Directors may
cause the Company to indemnify any officer,. employee or agent of
the Company
or of a corporation of which the Company is or was a shareholder
(notwithstanding that he is also a Director) and his heirs and
personal
representatives against all costs, charges and expenses whatsoever
incurred by
him or them and resulting from his acting as an officer, employee
or agent of
the Company or such corporation. In addition, the Company shall
indemnify the
Secretary or an Assistant Secretary of the Company (if he shall
not be a full
time employee of the Company and notwithstanding that he is also a
Director
and his respective heirs and legal representatives against all
costs, charges
and expenses whatsoever incurred by him or them and arising out of
the
functions assigned to the Secretary by the Company Act or these
Articles and
each such Secretary and Assistant Secretary shall on being
appointed be deemed
to have contracted with the Company on the terms of the foregoing
indemnity.
19.3. The failure of a Director or officer of the Company to
comply with
the provisions of the Company Act or of the Memorandum or these
Articles shall
not invalidate any indemnity to which he is entitled under this
Part.
19.4. The Directors may cause the Company to purchase and
maintain
insurance for the benefit of any person who is or was serving as a
Director,
officer, employee or agent of the Company or as a director,
officer, employee
or agent or any corporation of which the Company is or was a
shareholder and
his heirs or personal representatives against any liability
incurred by him as
such Director, director, officer, employee or agent.
PART 20
DIVIDENDS AND RESERVE
20.1. The Directors may from time to time declare and
authorize payment of
such dividends, if any, as they may deem advisable and need not
give notice of
such declaration to any member. No dividend shall be paid
otherwise than out
of funds and/or assets properly available for the payment of
dividends and a
declaration by the Directors as to the amount of such funds or
assets
available for dividends shall he conclusive. The Company may pay
any such
dividend wholly or in part by the distribution of specific assets
and in
particular by paid up shares, bonds, debentures or other
securities of the
Company or any other corporation or in any one or more such ways
as may be
authorized by the Company or the Directors and where any
difficulty arises
with regard to such a distribution the Directors may settle the
same as they
think expedient, and in particular may fix the value for
distribution of such
specific assets or any part thereof, and may determine that cash
payments in
substitution for all or any part of the specific assets to which
any members
are entitled shall be made to any members on the basis of the
value so fixed
in order to adjust the rights of all parties and vest any such
specific
assets in trustees for the persons entitled to the dividend as may
seem
expedient the Directors.
20.2. Any dividend declared on shares of any class by the
Directors may be
made payable on such date as is fixed by the Directors.
20.3 Subject to the rights of members (if any) holding shares
with special
rights as to dividends, all dividends on shares of any class shall
be declared
and paid according to the number of such shares held.
20.4. The Directors may, before declaring any dividend, set
aside out of
the funds properly available for the payment of dividends such
sums as they
think proper as a reserve or reserves, which shall, at the
discretion of the
Directors, be applicable for meeting contingencies, or for
equalizing
dividends, or for any other purpose to which such funds of the
Company may be
properly applied, and pending such application may, at the like
discretion,
either be employed in the business of the Company or be invested
in such
investments as the Directors may from time to time think fit. The
Directors
may also, without placing the same in reserve, carry forward such
funds, which
they think prudent not to divide.
20.5. If several persons are registered as joint holders of
any share, any
one of them may give an effective receipt for any dividend,
bonuses or other
moneys payable in respect of the share.
20.6. No dividend shall bear interest against the Company.
Where the
dividend to which a member is entitled includes a fraction of a
cent, such
fraction shall be disregarded in making payment thereof and such
payment shall
be deemed to be payment in full
20.7. Any dividend. bonuses or other moneys payable in cash in
respect of
shares may be paid by cheque or warrant sent through the post
directed to the
registered address of the holder, or in the case of Joint holders,
to the
registered address of that one of the joint holders who is first
named on the
register, or to such person and to such address as the holder or
joint holders
nay direct in writing. Every such cheque or warrant shall be made
payable to
the order of the person to whom it is sent The mailing of such
cheque or
warrant shall, to the extent of the sum represented thereby (plus
the amount
of any tax required by law to be deducted) discharge all liability
for the
dividend, unless such cheque or warrant shall not be paid on
presentation or
the amount of tax so deducted shall not be paid [(I the
appropriate taxing
authority.
20.8. Notwithstanding anything contained in these Articles the
Directors
may from time to time capitalize any undistributed surplus on hand
of the
Company and may from time to time issue as fully paid and non-
assessable any
unissued shares, or any bonds debentures or debt obligations of
the Company as
a dividend representing such undistributed surplus on hand or any
part
thereof.
PART 21
DOCUMENTS, RECORDS AND REPORTS
21.1. The Company shall keep at its records office or at such
other place
as the Company Act may permit, the documents, copies, registers,
minutes, and
records which the Company is required by the Company Act to keep
at its
records office or such other place. as the case may be.
21.2. The Company shall cause to be kept proper books of
account and
accounting records in respect of all financial and other
transactions of the
Company in order properly to record the financial affairs and
condition of the
Company and to comply with the Company Act.
21.3. Unless the Directors determine otherwise, or unless
otherwise
determined by an ordinary resolution, no member of the Company
shall be
entitled to inspect the accounting records of the Company.
21.4. The Directors shall from time to time at the expense of
the Company
cause to be prepared and laid before the Company in general
meeting such
financial statements and reports as are required by the Company
Act.
21.5 . Every member shall be entitled to be furnished once
gratis on
demand with a copy of the latest annual financial statement of the
Company
and, if so required by the Company, Act, a copy of each such
annual financial
statement and interim financial statement shall be mailed to each
member.
PART 22
NOTICES
22.1 A notice, statement or report may be given or
delivered by the
Company to any member either by delivery to him personally or by
sending it by
mail to him to his address as recorded in the register of members.
Where a
notice, statement or report is sent by mail, service or delivery
of the
notice, statement or report shall be deemed to be effected by
properly
addressing. prepaying and mailing the notice. statement or report
and to have
been given on the day, Saturdays, Sundays and holidays excepted.
following the
date of mailing. A certificate signed by the Secretary or other
officer of the
Company or of any other corporation acting in that behalf for the
Company'
that the letter, envelope or wrapper containing the notice,
statement or
report was so addressed, prepaid and mailed shall be conclusive
evidence
thereof.
22.2 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 of members in respect of the
share.
22.3. A notice, statement or report may be given or delivered
by the
Company to the persons entitled to a share in consequence of the
death,
bankruptcy or incapacity of a member by sending it through the
mail prepaid
addressed to them by name or by the title of representatives of
the deceased
or incapacitated person or trustee of the bankrupt, or by any like
description, at the address (if any) supplied to the Company for
the purpose
by' the persons claiming to be so entitled, or (until such address
has been so
supplied) by giving the notice in manner in which the same might
have been
given if the death. bankruptcy or incapacity' had not occurred.
22.4 Notice of every general meeting or meeting of members
holding a class
of shares shall be given in a manner herein before authorized to
every member
holding at the time of the issue of the notice or the date fixed
for
determining the members entitled to such notice, whichever is the
earlier,
shares which confer the right to notice of and to attend and 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.
PART 23
RECORD DATES
23.1. The Directors may fix in advance a date, which shall not
be more
than the maximum number of days permitted by the Company Act
preceding the
date of any meeting of members or any class thereof or of the
payment of any
dividend or of the proposed taking of any other proper action
requiring the
determination of members as the record date for the determination
of the
members entitled to notice of, or to attend and vote at, any such
meeting and
any adjournment thereof, or entitled to receive payment of any
such dividend
or for any other proper purpose and, in such case, notwithstanding
anything
elsewhere contained in these Articles, only members of record on
the date so
fixed shall be deemed to be members for the purposes aforesaid.
23.2. Where no record date is so fixed for the determination
of members as
provided in the preceding Article the date on which the notice is
mailed or on
which the resolution declaring the dividend is adopted, as the
case may be,
shall be the record date for such determination.
PART 24
SEAL
24 .1 The Directors may provide a seal for the Company and, if
they do so,
shall provide for the safe custody of the seal which shall not he
affixed to
any instrument except in the presence of the following persons,
namely,
(i) any two Directors, or
(ii) one of the Chairman of the Board, the President, the
Managing
Director, a Director and a Vice-President together with one of the
Secretary,
the Treasurer, the Secretary-Treasurer. an Assistant Secretary, an
Assistant
Treasurer and an Assistant Secretary- Treasurer, or
(iii) if the Company shall have only one member, the President or
the
Secretary, or
(iv) such person or persons as the Directors may from time to time
by
resolution appoint
and the said Directors, officers, person or persons in whose
presence the seal
is so affixed to an instrument shall sign such instrument. For the
purpose of
certifying under seal true copies of any document or resolution
the seal may
be affixed in the presence of any one of the foregoing persons.
24.2. To enable the seal of the Company to be affixed to any
bonds,
debentures, share certificates. or other securities of the
Company, whether in
definitive or interim form, on which facsimiles of any of the
signatures of
the Directors or officers of the Company are, in accordance with
the Company
Act and or these Articles, printed or otherwise mechanically
reproduced there
may be delivered to the firm or company employed to engrave,
lithograph or
print such definitive or interim bonds, debentures. share
certificates or
other securities one or more unmounted dies reproducing the
Company's seal and
the Chairman of the Board, the President, the Managing Director or
a Vice-
President and the Secretary Treasurer, Secretary-Treasurer, an
Assistant
Secretary, an Assistant Treasurer or an Assistant Secretary-
Treasurer may by a
document authorize such firm or company to cause the Company's
seal to be
affixed to such definitive or interim bonds. debentures, share
certificates or
other securities by the use of such dies Bonds. debentures. share
certificates
or other securities to which the Company's seal has been so
affixed shall for
all purposes be deemed to be under and to bear the Company's seal
lawfully
affixed thereto.
24.3. The Company may have for use in any other province,
state,
territory, or country an official seal which shall have on its
face the name
of the province, state, territory or country where it is to be
used and all of
the powers conferred by the Company Act with respect thereto may
be exercised
by the Directors or by a duly authorized agent of the Company.
PART 25
MECHANICAL REPRODUCTIONS OF SIGNATURES
25.1. The signature of any officer, Director. registrar,
branch registrar,
transfer agent or branch transfer agent of the Company, unless
otherwise
required by the Company Act or by these Articles, may. if
authorized by the
Directors, be printed, lithographed, engraved or otherwise
mechanically
reproduced upon all instruments executed or issued by the Company
or any
officer thereof; and any instrument on which the signature of any
such person
is so reproduced shall be deemed to have been manually signed by
such person
whose signature is so reproduced and shall be as valid to all
intents and
purposes as if such instrument had been signed manually, and
notwithstanding
that the person whose signature is so reproduced may have ceased
to hold the
office that he is stated on such instrument to hold at the date of
the
delivery or issue of such instrument
25.2. The term "instrument" as used in Article 25.1. shall
include deeds,
mortgages, hypothecs, charges, conveyances. transfers and
assignments of
property, real or personal, agreements, releases, receipts and
discharges for
the payment of money or other obligations, shares and share
warrants of the
Company, bonds, debentures and other debt obligations of the
Company, and all
paper writings.
PART 26
PROHIBITIONS
26. 1. If the Company is, or becomes, a company which is not a
reporting
company, (i) the number of members for the time being of the
Company,
exclusive of persons who are for the time being in the employment
of the
Company and continue to be members after the termination of such
employment,
shall not exceed 50, and (ii) no securities issued by the Company
shall be
offered for sale to the public nor shall the public be invited to
subscribe
therefore.
26.2 If the Company is, or becomes a company which is not a
reporting company,
or a reporting company but does not have any of its securities
listed for
trading on any stock exchange wheresoever situate, or a reporting
company and
has not with respect to any of its securities filed a prospectus
with the
Superintendent of Brokers or any similar securities regulatory
body and
obtained a receipt therefore, then no shares shall be transferred
without the
previous consent of the Directors expressed by a resolution of the
Board and
the Directors shall not be required to give any reason for
refusing to any
such proposed transfer.
Full Name(s), Resident Address(es) and Occupation(s) of
Subscriber(s)
Signature: /S/ Louis P. Salley
Name: LOUIS P. SALLEY
Resident Address: 830 Millbank
Vancouver, B.C. V5Z 3Z4
Occupation: Barrister and Solicitor
DATED the 18th day of September, 1987.
NEW BRUNSWICK
BUSINESS CORPORATIONS ACT
FORM 3
ARTICLES OF AMENDMENT
(Sections 26, 116)
1. Name of Corporation: TSI TelSys Corporation
2. Corporation Number: 502293
3. The articles of the above mentioned corporation are amended as
follows:
To consolidate the issued common shares by exchanging one common
share for
every five common shares.
Date July 30, 1998
TSI TELSYS CORPORATION
NEW BRUNSWICK BUSINESS CORPORATIONS ACT
Form 7
Schedule 2
1. TSI TelSys Corporation
2. 100,000,000 Common Shares without par value; 100,000,000
Senior Preferred
Shares without par value, of which 3,000 are designated Senior
Preferred
Shares Series 1; and 100,000,000 Junior Preferred Shares without
par value.
3. Restrictions on share transfers: none.
4. Minimum of three and maximum of eight directors.
5. Restrictions on business the corporation may carry on: none.
6. Details of incorporation: Incorporated under the Company Act
(British
Columbia) on September 22, 1987.
7. Other provisions: Meetings of shareholders of the Company
may, as
determined by the Directors of the Company from time to time, be
held in:
(a)provinces other than New Brunswick; and
(b)in the United States.
APPENDIX A
Schedule "A"
PART 27
SPECIAL RIGHTS AND RESTRICTIONS ATTACHING TO SHARES
(As altered by Special Resolution dated March 22, 1996)
27.1 Common Shares.: The Common Shares without par value in
the capital of
the Company (the "Common Shares") shall have attached thereto the
following
rights, privileges, restrictions and conditions:
(i) Votes: The holders of the Common Shares are entitled to
receive notice
of and to attend all meetings of shareholders of the Company,
except meetings
at which only holders of another specified class or series of
Shares are
entitled to vote. The holders of the Common Shares are entitled to
one vote
for each Common Share held on all votes taken at such meetings.
(ii) Dividends: The holders of the Common Shares shall be
entitled to
receive and to participate as to dividends as and when declared by
the board
of Directors the Company and all such dividends shall he declared
and paid at
the same time on all such Common Shares at the time outstanding.
(iii) Change in Shares: Subject to the provisions of the
Company Act, any
amendment to the Articles of the Company to delete or vary any
rights,
privileges, restrictions or conditions attaching to the Common
Shares, or to
create any special shares ranking in priority or on a parity with
the Common
Shares or to subdivide, consolidate reclassify or change the
Common Shares,
may only be made if consented to by at least three quarters (314)
of the votes
cast at a meeting of the holders of the Common Shares duly called
for that
purpose.
APPENDIX A
Schedule "B"
COMPANY ACT
FORM I
MEMORANDUM OF TSI TELSYS CORPORATION
(As altered by Special Resolution dated March 22, 1996)
1. The name of the Company is "TSI TELSYS CORPORATION".
2. The authorized capital of the Company consists of 300,000,000
shares
divided into:
a) 100,000,000 Common Shares without par value;
b) 100,000,000 Senior Preferred Shares without par value, of
which 3,000
are designated Senior Preferred Shares Series 1; and
c) 100,000,000 Junior Preferred Shares without par value.
3. The special rights and restrictions attached to the shares are
set out in
Parts 27 and 28 of the Articles of the Company.
SCHEDULE "A"
COMPANY ACT
ALTERED MEMORANDUM OF TSI TELSYS CORPORATION
(as altered by special resolution dated April 7, 1995)
1. The name of the Company is "TSI TELSYS CORPORATION".
2. The authorized capital of the Company consists of
325,000,000 shares,
divided into:
(a) 100,000,000 Class A Subordinate Voting Shares without par
value;
(b) 25,000,000 Class C Multiple Voting Shares without par
value;
(c) 100,000,000 Senior Preferred Shares without par value, of
which 3,000
are designated Senior Preferred Shares, Series 1; and
(d) 100,000,000 Junior Preferred Shares without par value.
3. The special rights and restrictions attached to the shares are
set out in
Parts 27 and 28 of the Articles of the Company.
SCHEDULE "B"
COMPANY ACT
FORM 1
MEMORANDUM OF INTERNATIONAL CONTOUR TECHNOLOGY INC.
(as altered by Special Resolution dated June 25, 1993)
1. The name of the Company is INTERNATIONAL CONTOUR TECHNOLOGY
INC.
2.The authorized capital of the Company consists of 325,000,000
shares,
divided into:
(a) 100,000,000 Class A Subordinate Voting Shares without par
value;
(b) 25,000,000 Class C Multiple Voting Shares without par value;
(c) 100,000,000 Senior Preferred Shares without par value, of
which 3,000 are
designated Senior Preferred Shares, Series 1; and
(d) 100,000,000 Junior Preferred Shares without par value.
3. The special rights and restrictions attached to the shares are
set out in
Parts 27 and 28 of the Articles of the Company.
PART 27
SPECIAL RIGHTS AND RESTRICTIONS ATTACHING TO SHARES
(as altered by special resolution dated April 7, 1995)
27.1 Subordinate Voting Shares and Multiple Voting Shares: The
Class A
Subordinate Voting Shares without par value (the "Subordinate
Voting Shares")
and the Class C Multiple Voting Shares without par value (the
"Multiple Voting
Shares") shall have attached thereto the following respective
rights,
privileges, restrictions and conditions:
(i) Votes: The holders of the Subordinate Voting Shares and the
Multiple
Voting Shares are entitled to receive notice of and to attend all
meetings of
shareholders of the Company, except meetings at which only holders
of another
specified class or series of Shares are entitled to vote. The
holders of the
Subordinate Voting Shares are entitled to one vote for each
Subordinate Voting
Share held on all votes taken at such meetings and the holders of
the Multiple
Voting Shares are entitled to 5 votes for each Multiple Voting
Share held on
all votes taken at such meetings.
(ii) Dividends: The holders of the Subordinate Voting Shares and
the Multiple
Voting Shares shall be entitled to receive and to participate as
to dividends
as and when declared by the board of Directors of the Company and
all such
dividends shall be declared and paid at the same time on all such
Subordinate
Voting Shares and Multiple Voting Shares at the time outstanding;
(iii) Conversion of Multiple Voting Shares: Upon and subject to
the terms
and conditions hereinafter set forth, a holder of Multiple Voting
Shares shall
be entitled at any time and from time to time to have any or all
of the
Multiple Voting Shares held by him converted into Subordinate
Voting Shares on
the basis of one Subordinate Voting Share for each Multiple Voting
Share so
converted (subject to adjustment as set forth below):
(a) Exercise of Conversion Right: Except as set forth in
paragraph 27.1.
(iv) (c) below, in order to exercise such right of conversion such
holder
shall deliver and surrender to the Company or to its transfer
agent the
certificate or certificates representing the Multiple Voting
Shares which he
desires to convert together with a written notice to the effect
that the
holder desires to exercise his right of conversion in respect of
that number
of Multiple Voting Shares specified in the conversion notice. The
conversion
notice shall state the name or names in which the holder wishes
the
certificate or certificates for Subordinate Voting Shares to be
issued and the
address or addresses to which he wishes such certificate or
certificates to be
sent and shall be signed by the holder or his agent duly
authorized in
writing. If less than all the Multiple Voting Shares represented
by any
certificate or certificates accompanying any conversion notice are
to be
converted, the holder shall be entitled to receive, at the expense
of the
Company, a new certificate representing the Multiple Voting Shares
comprised
in the certificate or certificates surrendered as aforesaid which
are not to
be converted.
(b) Share Certificate: On any conversion of Multiple Voting
Shares the
certificate or certificates representing the Subordinate Voting
Shares
resulting therefrom shall be issued at the expense of the Company
in the name
or names indicated in the notice of conversion or, in the absence
of such
indication, in the name of the holder, provided that the holder
shall pay any
applicable security transfer taxes or charges if such certificate
or
certificates are to be issued in a name or names other than the
name of the
holder.
(c) Date of Exercise of Conversion Right: Except as set forth in
paragraph
27.1. (iv) (c) below, the right of a holder of Multiple Voting
Shares to
convert the same into Subordinate Voting Shares shall and for all
purposes
shall be deemed to have been exercised and the holder of Multiple
Voting
Shares to be converted (or any person or persons in whose name or
names such
holder of Multiple Voting Shares shall have directed a
certificate or
certificates representing Subordinate Voting Shares to be issued
as provided
above) shall and for all purposes shall be deemed to have become a
holder of
Subordinate Voting Shares, on the date of receipt by the Company
or by its
transfer agent of the certificate or certificates representing all
of the
Multiple Voting Shares to be converted accompanied by an
appropriate
conversion notice as provided above, notwithstanding any delay in
the delivery
by the Company or by its transfer agent of the certificate or
certificates
representing the Subordinate Voting Shares into which the Multiple
Voting
Shares have been converted.
(d) Prior Notice of Dividends: The Company shall not pay any
dividend upon
the Subordinate Voting Shares payable in shares of the capital of
the Company,
or issue to holders of Subordinate Voting Shares rights to
purchase
Subordinate Voting Shares, unless it shall have given to the
holders of the
Multiple Voting Shares notice of the payment of such dividends or
the issue of
such rights at least THIRTY (30) days prior to the record date f6r
the
determination of shareholders entitled to such dividends or the
issue of such
rights and shall not, during the period of such notice, take any
other
corporate actions which might deprive the holders of the Multiple
Voting
Shares of the opportunity of exercising the right of conversion as
aforesaid.
(e) Dilution Protection: In the event of
A. any subdivision, consolidation, conversion, exchange or
reclassification of the Subordinate Voting Shares or Multiple
Voting Shares;
B. any reorganization of the share capital of the Company
affecting in any
manner the Subordinate Voting Shares or Multiple Voting Shares; or
C. the amalgamation of the Company with any other company or
companies;
the appropriate adjustment will be made to the conversion right
provided above
so as to preserve that right in all respects.
(iv) Take-Over Bid Protection:
(a) Exercise of Conversion Right to Multiple Voting Shares: Upon
and subject
to the conditions hereinafter set forth, in the event an Offer is
made, each
Subordinate Voting Share shall be convertible at the option of the
holder
during the Conversion Period into one Multiple Voting Share
(subject to
adjustment as set forth below). The holder shall complete and
sign the form
headed "Exercise of Right to Convert to Multiple Voting Shares"
(Form 1) on
the reverse side of the certificate or certificates representing
the
Subordinate Voting Shares which the holder desires to convert,
specifying the
number of Subordinate Voting Shares to be converted. Immediately
following
the completion and signing of Form 1 as aforesaid, the holder
shall complete
and sign the form headed "Exercise of Right to Convert to
Subordinate Voting
Shares" (Form 2) on the reverse side of each such certificate
or
certificates. Each such certificate or certificates shall
be
presented and surrendered to the Depositary at any of its
Designated Offices
or, in the event that the Offer is a Stock Exchange Offer, such
certificate or
certificates shall be presented and surrendered to the Transfer
Agent at any
of the offices at which the Transfer Agent provides transfer
agency facilities
for the Company's Subordinate Voting Shares. Upon such receipt by
the
Depositary or the Transfer Agent, as the case may be, and subject
to each of
Form 1 and Form 2 having been completed and signed as set forth
above, the
conversion right into Multiple Voting Shares shall have been
exercised and the
holder shall hold and shall be deemed for all purposes to hold
fully paid
Multiple Voting Shares effective from the time of signing, and in
the number
designated in, Form 1 (not exceeding in aggregate the total number
of Multiple
Voting Shares resulting from such conversion) and the certificate
or
certificates held by the Depositary or the Transfer Agent, as the
case may be,
shall represent and shall be deemed for all purposes to represent
such
Multiple Voting Shares. In the event that each of Form 1 and Form
2 are not
completed and signed as set forth above, no conversion to Multiple
Voting
Shares effective from the time of signing Form 1 shall or shall be
deemed to
have occurred. In the event that a certificate or certificates
are presented
and surrendered to the Transfer Agent as set forth above, the
Transfer Agent
shall and for all purposes shall be deemed to be irrevocably
appointed and
empowered to act as the true and lawful attorney of the depositing
ho1d~r to
take all such steps and sign all such documents in the name and on
behalf of
the depositing holder as is necessary for the purpose of
facilitating the
acceptance of the Stock Exchange Offer by the depositing holder.
The holder
shall pay any governmental or other tax imposed on or in respect
of the
conversion of Subordinate Voting Shares as set forth above. If
less than all
of the Subordinate Voting Shares represented by any certificate
are to be
converted, the holder shall be entitled to receive, at the
expense of the
Company, a new certificate representing the Subordinate Voting
Shares
comprised in the original certificate which are not to be
converted.
(b) Conversion Right Not Coming into Effect: The right of a
holder of
Subordinate Voting Shares to convert such shares into Multiple
Voting Shares
as set forth in paragraph 27.1. (iv) (a) above shall not come into
effect in
the event that an identical offer in terms of price per share,
percentage of
shares to be taken up, exclusive of shares owned immediately prior
to the
Offer by the offeror or associates or affiliates of the offeror,
and other
essential terms is made to purchase Subordinate Voting Shares
concurrently
with the Offer, which offer has no conditions attached other than
the right
not to take up and pay for Subordinate Voting Shares tendered if
no Multiple
Voting Shares are purchased pursuant to the Offer.
(c) Exercise of Right to Convert to Subordinate Voting Shares:
Notwithstanding paragraph 27.1. (iv) (a) above, by signing Form 2
on the
everse side of the certificate or certificates representing
Subordinate
Voting Shares which the holder elects to convert into Multiple
Voting Shares
as set forth in paragraph 27.1. (iv) (a) above, in the
circumstances
described below the holder shall and for all purposes shall be
deemed, in his
capacity as a holder of Multiple Voting Shares as a result of
completing and
signing Form 1, to have irrevocably elected to have exercised his
right to
convert into Subordinate Voting Shares each Multiple Voting Share
acquired by
him as a result of such conversion of Subordinate Voting Shares
into Multiple
Voting Shares. In such event the holder shall be entitled to one
Subordinate
Voting Share for each Multiple Voting Share so converted (subject
to
adjustment as set forth below). The said conversion of Multiple
Voting Shares
to Subordinate Voting Shares shall and for all purposes shall be
deemed to
occur and be effective:
A. in the case of Multiple Voting Shares taken up and purchased
under the
Offer, immediately after such shares are so taken up and
purchased; and
B. in the case of Multiple Voting Shares not taken up and
purchased under the
Offer, immediately after such shares are released to the
depositing holder by
the Depositary or by the Transfer Agent, as the case may be
(d) Dilution Protection: In the event of:
A. any subdivision1 consolidation, conversion, exchange or
reclassification of
the Multiple Voting Shares or Subordinate Voting Shares;
B. any reorganization of the share capital of the Company
affecting in any
manner the Multiple Voting Shares or Subordinate Voting Shares; or
C. the amalgamation of the Company with any other company or
companies; the
appropriate adjustment will be made to the conversion right
provided above so
as to preserve that right in all respects.
(e) Definitions: In this Article 27.1. (iv):
A. "Conversion Period" means the period of time commencing
on the Offer
Date and ending:
1) in the case of an Offer other than a Stock Exchange Offer, at
the latest
time for the deposit of Multiple Voting Shares under the Offer at
the
respective Designated Offices of the Depositary; and
2) in the case of a Stock Exchange Offer, at 12:30 p.m.,
Vancouver time, on
the business day immediately preceding the Expiry Date;
B. "Depositary" means the person or persons or company or
companies appointed
to act as depositary under the Offer;
C. "Designated Office" means those offices of the Depositary at
which
certificates representing Multiple Voting Shares may be deposited
under the
Offer;
D. "Expiry Date" means the last date upon which holders of
Multiple Voting
Shares may accept an Offer;
E. "Offer" means an offer to purchase Multiple Voting Shares
which must, by
reason of applicable securities legislation or the requirements of
a stock
exchange on which the Multiple Voting Shares are listed, be made
to all or
substantially all holders of Multiple Voting Shares residing in
any province
of Canada;
F. "Offer Date" means the date an Offer is made;
G. "Stock Exchange Offer" means an Offer made through the
facilities of a
stock exchange on which the Multiple Voting Shares are listed; and
H. "Transfer Agent" means the registrar and transfer agent of the
Company's
issued share capital.
(v)Change in Shares:
(a) Rights of Holders of Class of Shares Changed: Subject to the
provisions
of the Company Act, any amendment to the Articles of the Company
to delete or
vary any rights, privileges, restrictions and conditions attaching
to the
Subordinate Voting Shares or the Multiple Voting Shares or to
create any
special shares ranking in priority to or on a parity with either
the
Subordinate Voting Shares or the Multiple Voting Shares or to
subdivide,
consolidate, reclassify or change the Subordinate Voting Shares or
the
Multiple Voting Shares, may only be made if consented to by at
least three-
quarters (3/4) of the votes cast at a meeting of the holders of
the
Subordinate Voting Shares or the Multiple Voting Shares, as the
case may be,
duly called for that purpose.
(b) Rights of Holders of Other Class: The rights, privileges,
restrictions
and conditions attaching to either the Subordinate Voting Shares
or the
Multiple Voting Shares cannot be changed in any manner whatsoever
unless the
other class of shares is changed in the same manner and in the
same proportion
or unless the prior approval of the holders of the Subordinate
Voting Shares
and the Multiple Voting Shares has been obtained for such change.
(vi) Ranking of Subordinate Voting Shares and Multiple Voting
Shares:
Except as set out in paragraphs 27.l.(i) to 27.l.(v) above, the
holders of the
Subordinate Voting Shares and the holders of the Multiple Voting
Shares shall
rank equally in all respects and have the same rights and
restrictions and,
without limitation, shall rank pari passu with the other as to any
distribution of the remaining property or assets of the Company in
the event
of liquidation, dissolution or winding up of the Company.
PART 28
SPECIAL RIGHTS AND RESTRICTIONS ATTACHING TO PREFERRED
SHARES
(as altered by special resolution dated April 7,
1995)
28.1 Special Rights and Restrictions attaching to Senior
Preferred Shares,
as a class.
The Senior Preferred Shares as a class shall have attached thereto
the special
rights and restrictions set out below:
(a) the Senior Preferred Shares may, from time to time, be
issued in one
or more series and the Board may, before the issue of shares of
any particular
series, alter the Memorandum of the Company to fix the number of
and determine
the designation of shares of that series and alter the Articles of
the Company
to create, define and attach the preferences, special rights and
restrictions
attaching to the shares of that series;
(b) the Senior Preferred Shares of each series shall, with
respect to
priority in payment of dividends and in the distribution of assets
in the
event of the liquidation, dissolution or winding-up of the
Company, whether
voluntary or involuntary, or any other distribution of the assets
of the
Company among its members for the purpose of winding-up its
affairs, be
entitled to a preference over the Class A Subordinate voting
Shares without
par value (the "Subordinate Voting Shares"), the Class B Special
Subordinate
Voting Shares without par value (the "Special Shares"), the Class
C Multiple
Voting Shares without par value (the "Multiple Voting Shares"),
the Junior
Preferred Shares without par value (the "Junior Preferred Shares")
and over
any other shares ranking junior to the Senior Preferred Shares on
the
occurrence of such an event and the Senior Preferred Shares of
each series may
also be given such other preferences over the Subordinate Voting
Shares,
Special Shares, Multiple Voting Shares and Junior Preferred Shares
and any
other shares ranking junior to the Senior Preferred Shares as the
Board may
determine in accordance with Article 28.1(a) as to the amount of
the paid-up
capital thereon; and
(c) the Senior Preferred Shares of each series shall rank on
a parity
with the Senior Preferred Shares of every other series with
respect to
priority in payment of dividends, if any, and in the distribution
of assets in
the event of the liquidation, dissolution or winding-up of the
Company,
whether voluntary or involuntary, or any other distribution of the
assets of
he Company among its members for the purpose of winding-up its
affairs (other
than any sinking fund or compulsory retirement obligation
applicable to any
particular series).
28.2 Special Rights and Restrictions attaching to Junior
Preferred Shares. as
a class.
The Junior Preferred Shares as a class shall have attached thereto
the special
rights and restrictions set out below:
(a) the Junior Preferred Shares may, from time to time, be issued
in one or
more series and the Board may, before the issue of shares of any
particular
series, alter the Memorandum of the Company to fix the number of
and determine
the designation of shares of that series and alter the Articles of
the Company
to create, define and attach the preferences, special rights and
restrictions
attaching to the shares of that series;
(b) the Junior Preferred Shares of each series shall, with
respect to
priority in payment of dividends and in the distribution of assets
in the
event of the liquidation, dissolution or winding-up of the
Company, whether
voluntary or involuntary, or any other distribution of the assets
of the
Company among its members for the purpose of winding-up its
affairs, be
entitled to a preference over the Subordinate Voting Shares, the
Special
Shares, the Multiple Voting Shares, and over any other shares
ranking junior
to the Junior Preferred Shares on the occurrence of such an event
but not over
the Senior Preferred Shares and the Junior Preferred Shares of
each series may
also be given such other preferences over the Subordinate Voting
Shares,
Special Shares, Multiple Voting Shares and any other shares
ranking junior to
the Junior Preferred Shares as the Board may determine in
accordance with
Article 28.2(a) as to the amount of the paid-up capital thereon;
and
(c) the Junior Preferred Shares of each series shall rank on a
parity with
the Junior Preferred Shares of every other series with respect to
priority in
payment of dividends, if any, and in the distribution of assets in
the event
of the liquidation, dissolution or winding-up of the Company,
whether
voluntary or involuntary, or any other distribution of the assets
of the
Company among its members for the purpose of winding-up its
affairs (other
than any sinking fund or compulsory retirement obligation
applicable to any
particular series).
28.3 Special Rights and Restrictions attaching to the Senior
Preferred
Shares, Series 1
The Senior Preferred Shares, Series 1 shall have attached thereto
the special
rights and restrictions set out below:
(a) the holders of the Senior Preferred Shares, Series 1
shall be
entitled to receive and the Company shall pay thereon as and when
declared by
the Board out of the monies of the Company properly applicable to
the payment
of dividends fixed preferential cumulative cash dividends at the
rate of $7.50
per share per annum calculated, in the case of the first year,
from the date
of issue to January 1, 1991 and, in the case of the second and
third years,
from January 2, 1991 and January 2, 1992, respectively; and at the
rate of
$3.75 per share per annum calculated, in the case of the fourth
and fifth
years, from January 2, 1993 and January 2, 1994, respectively;
thereafter, no
dividends shall be paid on the Senior Preferred Shares, Series 1;
(b) if on any dividend payment date the dividend payable on
such date is
not paid in full on all the Senior Preferred Shares, Series 1 then
issued and
outstanding, such dividend or the unpaid part thereof shall be
paid on a
subsequent date or dates determined by the Board on which the
Company shall
have sufficient monies properly applicable to the payment of the
same;
(c) the holders of the Senior Preferred Shares, Series 1
shall not be
entitled to any dividends other than or in excess of the fixed
preferential
cumulative cash dividends hereinbefore provided for;
(d) unless approved by special resolution of the holders of
Senior
Preferred Shares, Series 1, no dividends shall at any time be
declared or paid
on or set apart for payment on any of the Subordinate Voting
Shares, Special
Shares, Multiple Voting Shares, Junior Preferred Shares or on any
shares of
any other class ranking junior to the Senior Preferred Shares,
Series 1 with
respect to dividends nor shall the Company purchase any number of
Senior
Preferred Shares, Series 1 less than the total number then
outstanding unless
in each case all dividends, up to and including the dividend
payable on the
last preceding dividend payment date, on the Senior Preferred
Shares, Series 1
then issued and outstanding shall have been declared and paid or
set apart for
payment at the date of such declaration or payment or setting
apart for
payment or purchase;
(e) in the event of the liquidation, dissolution or winding-
up of the
Company or other distribution of assets of the Company among its
members for
the purpose of winding up its affairs the holders of the Senior
Preferred
Shares, Series 1 shall be entitled to receive from the assets and
property of
the Company, before any amount is paid or any property or assets
of the
Company distributed to the holders of any of the Subordinate
Voting Shares,
Special Shares, Multiple Voting Shares, Junior Preferred Shares or
shares of
any other class ranking junior to the Senior Preferred Shares,
Series 1 on the
occurrence of such an event, an amount equal to all accrued and
unpaid
preferential dividends thereon (which for such purpose shall be
calculated as
if such dividends were accruing up to the date of distribution);
after payment
to the holders of the Senior Preferred Shares, Series 1 of the
amounts so
payable to them as above provided and as provided in Article
28.1(b) they
shall not be entitled to share in any further distribution of the
property or
assets of the Company;
(f) a holder of Senior Preferred Shares, Series 1 shall be
entitled to
require the Company to redeem, at any time or times, all or any of
the Senior
Preferred Shares, Series 1 registered in the name of such holder
on the books
of the Company by tendering to the Company at its head office a
share
certificate or certificates representing the Senior Preferred
Shares, Series 1
which the registered holder desires to have the Company redeem
together with a
written request to redeem such shares; upon receipt of a share
certificate or
certificates representing the Senior Preferred Shares, Series 1
which the
registered holder desires to have the Company redeem together with
such a
request the Company shall, no later than the seventh day after the
day on
which the request in writing is given to the Company (the
"Redemption Date")
redeem such Senior Preferred Shares, Series 1 by paying to such
registered
holder the amount paid up on such shares together with any accrued
and unpaid
dividends thereon calculated to the Redemption Date (the
"Redemption Price")
for each such Senior Preferred Share, Series 1 being redeemed;
such payment
shall be made by cheque payable at par at any branch of the
Company's bankers
for the time being in Canada; if payment of the Redemption Price
is not made
on or within 7 days of the Redemption Date, the rights of the
holder of the
said Senior Preferred Shares, Series 1 shall remain unaffected;
(g) the holders of the Senior Preferred Shares, Series 1 shall
not as such be
entitled to vote at or attend any meetings of the members of the
Company,
other than at meetings of the holders of Senior Preferred Shares,
Series 1 or
at class meetings of the holders of all Senior Preferred Shares;
(h) the holders of the Senior Preferred Shares, Series 1 shall be
entitled to
notice of meetings of the members of the Company called for the
purpose of
authorizing liquidation, dissolution or winding-up of the
Corporation or the
sale of all or substantially all of its undertaking but otherwise
shall not be
entitled to receive notice of meetings of the members of the
Company; and
(i) (i) each issued and fully paid Senior Preferred Share, Series
1 may until
January 2, 1993 be converted, at the option of the holder, into
Subordinate
Voting Shares; after January 2, 1993 and on or before January 2,
1997, each
issued and fully paid Senior Preferred Share, Series 1 may be
converted at the
option of the holder into Subordinate Voting Shares; the
conversion privilege
herein provided for may be exercised by notice in writing given to
the Company
accompanied by a certificate or certificates representing the
Senior Preferred
Shares, Series 1 in respect of which the holder thereof desires to
exercise
such right of conversion and shall specify the number of Senior
Preferred
Shares, Series 1 which the holder desires to have converted; upon
receipt of
such notice the Company shall issue certificates representing
fully paid
Subordinate Voting Shares upon the basis above prescribed and in
accordance
with the provisions hereof to the registered holder of the Senior
Preferred
Shares, Series 1 represented by the certificate or certificates
accompanying
such notice; if less than all of the Senior Preferred Shares,
Series 1
represented by any certificate are to be converted, the holder
shall be
entitled to receive a new certificate for the Senior Preferred
Shares, Series
1 representing the shares comprised in the original certificate
which are not
to be converted; if prohibited by applicable law, the Company
shall not issue
fractional shares, but shall pay to the shareholder an amount
determined by
multiplying the said fraction of a share by the Redemption Price
per share
then in effect;
(ii) all Subordinate Voting Shares resulting from any conversion
of Senior
Preferred Shares, Series 1 into Subordinate Voting Shares pursuant
to
paragraph (i) above shall be deemed to be fully paid and non-
assessable; the
Company shall not issue any Subordinate Voting Shares which will
result in the
unissued shares of such class being insufficient to fulfill the
conversion
privilege of the holders of the Senior Preferred Shares, Series 1
should the
holders of all the outstanding Senior Preferred Shares, Series 1
determine to
have the same converted in accordance with the provisions herein
contained;
and
(iii) in the event of any subdivision, consolidation,
reclassification or
other change in the Subordinate Voting Shares of the Company, the
holder of
any Senior Preferred Shares, Series 1 exercising the conversion
right shall be
entitled to such number and/or type of shares as it would have
received as a
result of such subdivision, consolidation, reclassification or
change if it
had converted its Senior Preferred Shares, Series 1 into
Subordinate Voting
Shares immediately prior to such change.
SCHEDULE A
COMPANY ACT
FORM 1
MEMORANDUM OF INTERNATIONAL CONTOUR TECHNOLOGY INC.
(as altered by Special Resolution dated June 15,
1990)
1. The name of the Company is "INTERNATIONAL CONTOUR TECHNOLOGY
INC.".
2. The authorized capital of the Company consists of 275,000,000
shares,
divided into:
(a) 25,000,000 Class A Subordinate voting Shares without par
value;
(b) 25,000,000 Class B Special Subordinate voting Shares
without par
value;
(c) 25,000,000 Class C Multiple voting Shares without par
value;
(d) 100,000,000 Senior Preferred Shares without par value,
issuable in
series, of which 3,000 are designated Senior Preferred Shares,
Series 1; and
(e) 100,000,000 Junior Preferred Shares without par value,
issuable in
series.
3. The special rights and restrictions attached to the shares are
set out in
Parts 27 and 28 of the Articles of the Company
PART 28
SPECIAL RIGHTS AND RESTRICTIONS ATTACHING TO PREFERRED
SHARES
(as altered by Special Resolution dated June 15,
1990)
28.1 Special Rights and Restrictions attaching to Senior
Preferred Shares,
as a class.
The Senior Preferred Shares as a class shall have attached thereto
the special
rights and restrictions set out below:
(a) the Senior Preferred Shares may, from time to time, be
issued in one
or more series and the Board may, before the issue of shares of
any particular
series, alter the Memorandum of the Company to fix the number of
and determine
the designation of shares of that series and alter the Articles of
the Company
to create, define and attach the preferences, special rights and
restrictions
attaching to the shares of that series;
(b) the Senior Preferred Shares of each series shall, with
respect to
priority in payment of dividends and in the distribution of assets
in the
event of the liquidation, dissolution or winding-up of the
Company, whether
voluntary or involuntary, or any other distribution of the assets
of the
Company among its members for the purpose of winding-up its
affairs, be
entitled to a preference over the Class A Subordinate voting
Shares without
par value (the "Subordinate Voting Shares"), the Class B Special
Subordinate
Voting Shares without par value (the "Special Shares"), the Class
C Multiple
Voting Shares without par value (the "Multiple Voting Shares"),
the Junior
preferred Shares without par value (the "Junior Preferred Shares")
and over
any other shares ranking junior to the Senior Preferred Shares on
the
occurrence of such an event and the Senior Preferred Shares of
each series may
also be given such other preferences over the Subordinate Voting
Shares,
Special Shares, Multiple Voting Shares and Junior Preferred Shares
and any
other shares ranking junior to the Senior Preferred Shares as the
Board may
determine in accordance with Article 28.1(a) as to the amount of
the paid-up
capital thereon; and
(c) the Senior Preferred Shares of each series shall rank on
a parity
with the Senior Preferred Shares of every other series with
respect to
priority in payment of dividends, if any, and in the distribution
of assets in
the event of the liquidation, dissolution or winding-up of the
Company,
whether voluntary or involuntary, or any other distribution of the
assets of
the Company among its members for the purpose of winding-up its
affairs (other
than any sinking fund or compulsory retirement obligation
applicable to any
particular series).
28.2 Special Rights and Restrictions attaching to Junior
Preferred Shares. as
a class.
The Junior Preferred Shares as a class shall have attached thereto
the special
rights and restrictions set out below:
(a) the Junior Preferred Shares may, from time to time, be issued
in one or
more series and the Board may, before the issue of shares of any
particular
series, alter the Memorandum of the Company to fix the number of
and determine
the designation of shares of that series and alter the Articles of
the Company
to create, define and attach the preferences, special rights and
restrictions
attaching to the shares of that series;
(b) the Junior Preferred Shares of each series shall, with
respect to
priority in payment of dividends and in the distribution of assets
in the
event of the liquidation, dissolution or winding-up of the
Company, whether
voluntary or involuntary, or any other distribution of the assets
of the
Company among its members for the purpose of winding-up its
affairs, be
entitled to a preference over the Subordinate Voting Shares, the
Special
Shares, the Multiple Voting Shares, and over any other shares
ranking junior
to the Junior Preferred Shares on the occurrence of such an event
but not over
the Senior Preferred Shares and the Junior Preferred Shares of
each series may
also be given such other preferences over the Subordinate Voting
Shares,
Special Shares, Multiple Voting Shares and any other shares
ranking junior to
the Junior Preferred Shares as the Board may determine in
accordance with
Article 28.2(a) as to the amount of the paid-up capital thereon;
and
(c) the Junior Preferred Shares of each series shall rank on a
parity with
the Junior Preferred Shares of every other series with respect to
priority in
payment of dividends, if any, and in the distribution of assets in
the event
of the liquidation, dissolution or winding-up of the Company,
whether
voluntary or involuntary, or any other distribution of the assets
of the
Company among its members for the purpose of winding-up its
affairs (other
than any sinking fund or compulsory retirement obligation
applicable to any
particular series).
28.3 Special Rights and Restrictions attaching to the Senior
Preferred
Shares, Series 1
The Senior Preferred Shares, Series 1 shall have attached thereto
the special
rights and restrictions set out below:
(a) the holders of the Senior Preferred Shares, Series 1
shall be
entitled to receive and the Company shall pay thereon as and when
declared by
the Board out of the monies of the Company properly applicable to
the payment
of dividends fixed preferential cumulative cash dividends at the
rate of $7.50
per share per annum calculated, in the case of the first year,
from the date
of issue to January 1, 1991 and, in the case of the second and
third years,
from January 2, 1991 and January 2, 1992, respectively; and at the
rate of
$3.75 per share per annum calculated, in the case of the fourth
and fifth
years, from January 2, 1993 and January 2, 1994, respectively;
thereafter, no
dividends shall be paid on the Senior Preferred Shares, Series 1;
(b) if on any dividend payment date the dividend payable on
such date is
not paid in full on all the Senior Preferred Shares, Series 1 then
issued and
outstanding, such dividend or the unpaid part thereof shall be
paid on a
subsequent date or dates determined by the Board on which the
Company shall
have sufficient monies properly applicable to the payment of the
same;
(c) the holders of the Senior Preferred Shares, Series 1
shall not be
entitled to any dividends other than or in excess of the fixed
preferential
cumulative cash dividends hereinbefore provided for;
(d) unless approved by special resolution of the holders of
Senior
Preferred Shares, Series 1, no dividends shall at any time be
declared or paid
on or set apart for payment on any of the Subordinate Voting
Shares, Special
Shares, Multiple Voting Shares, Junior Preferred Shares or on any
shares of
any other class ranking junior to the Senior Preferred Shares,
Series 1 with
respect to dividends nor shall the Company purchase any number of
Senior
Preferred Shares, Series 1 less than the total number then
outstanding unless
in each case all dividends, up to and including the dividend
payable on the
last preceding dividend payment date, on the Senior Preferred
Shares, Series 1
then issued and outstanding shall have been declared and paid or
set apart for
payment at the date of such declaration or payment or setting
apart for
payment or purchase;
(e) in the event of the liquidation, dissolution or winding-
up of the
Company or other distribution of assets of the Company among its
members for
the purpose of winding up its affairs the holders of the Senior
Preferred
Shares, Series 1 shall be entitled to receive from the assets and
property of
the Company, before any amount is paid or any property or assets
of the
Company distributed to the holders of any of the Subordinate
Voting Shares,
Special Shares, Multiple Voting Shares, Junior Preferred Shares or
shares of
any other class ranking junior to the Senior Preferred Shares,
Series 1 on the
occurrence of such an event, an amount equal to all accrued and
unpaid
preferential dividends thereon (which for such purpose shall be
calculated as
if such dividends were accruing up to the date of distribution);
after payment
to the holders of the Senior Preferred Shares, Series 1 of the
amounts so
payable to them as above provided and as provided in Article
28.1(b) they
shall not be entitled to share in any further distribution of the
property or
assets of the Company;
(f) a holder of Senior Preferred Shares, Series 1 shall be
entitled to
require the Company to redeem, at any time or times, all or any of
the Senior
Preferred Shares, Series 1 registered in the name of such holder
on the books
of the Company by tendering to the Company at its head office a
share
certificate or certificates representing the Senior Preferred
Shares, Series 1
which the registered holder desires to have the Company redeem
together with a
written request to redeem such shares; upon receipt of a share
certificate or
certificates representing the Senior Preferred Shares, Series 1
which the
registered holder desires to have the Company redeem together with
such a
request the Company shall, no later than the seventh day after the
day on
which the request in writing is given to the Company (the
"Redemption Date")
redeem such Senior Preferred Shares, Series 1 by paying to such
registered
holder the amount paid up on such shares together with any accrued
and unpaid
dividends thereon calculated to the Redemption Date (the
"Redemption Price")
for each such Senior Preferred Share, Series 1 being redeemed;
such payment
shall be made by cheque payable at par at any branch of the
Company's bankers
for the time being in Canada; if payment of the Redemption Price
is not made
on or within 7 days of the Redemption Date, the rights of the
holder of the
said Senior Preferred Shares, Series 1 shall remain unaffected;
(g) the holders of the Senior Preferred Shares, Series 1 shall
not as such be
entitled to vote at or attend any meetings of the members of the
Company,
other than at meetings of the holders of Senior Preferred Shares,
Series 1 or
at class meetings of the holders of all Senior Preferred Shares;
(h) the holders of the Senior Preferred Shares, Series 1 shall be
entitled to
notice of meetings of the members of the Company called for the
purpose of
authorizing liquidation, dissolution or winding-up of the
Corporation or the
sale of all or substantially all of its undertaking but otherwise
shall not be
entitled to receive notice of meetings of the members of the
Company; and
(i) (i) each issued and fully paid Senior Preferred Share, Series
1 may until
January 2, 1993 be converted, at the option of the holder, into
Subordinate
Voting Shares; after January 2, 1993 and on or before January 2,
1997, each
issued and fully paid Senior Preferred Share, Series 1 may be
converted at the
option of the holder into Subordinate Voting Shares; the
conversion privilege
herein provided for may be exercised by notice in writing given to
the Company
accompanied by a certificate or certificates representing the
Senior Preferred
Shares, Series 1 in respect of which the holder thereof desires to
exercise
such right of conversion and shall specify the number of Senior
Preferred
Shares, Series 1 which the holder desires to have converted; upon
receipt of
such notice the Company shall issue certificates representing
fully paid
Subordinate Voting Shares upon the basis above prescribed and in
accordance
with the provisions hereof to the registered holder of the Senior
Preferred
Shares, Series 1 represented by the certificate or certificates
accompanying
such notice; if less than all of the Senior Preferred Shares,
Series 1
represented by any certificate are to be converted, the holder
shall be
entitled to receive a new certificate for the Senior Preferred
Shares, Series
1 representing the shares comprised in the original certificate
which are not
to be converted; if prohibited by applicable law, the Company
shall not issue
fractional shares, but shall pay to the shareholder an amount
determined by
multiplying the said fraction of a share by the Redemption Price
per share
then in effect;
(ii) all Subordinate Voting Shares resulting from any conversion
of Senior
Preferred Shares, Series 1 into Subordinate Voting Shares pursuant
to
paragraph (i) above shall be deemed to be fully paid and non-
assessable; the
Company shall not issue any Subordinate Voting Shares which will
result in the
unissued shares of such class being insufficient to fulfill the
conversion
privilege of the holders of the Senior Preferred Shares, Series 1
should the
holders of all the outstanding Senior Preferred Shares, Series 1
determine to
have the same converted in accordance with the provisions herein
contained;
and
(iii) in the event of any subdivision, consolidation,
reclassification or
other change in the Subordinate Voting Shares of the Company, the
holder of
any Senior Preferred Shares, Series 1 exercising the conversion
right shall be
entitled to such number and/or type of shares as it would have
received as a
result of such subdivision, consolidation, reclassification or
change if it
had converted its Senior Preferred Shares, Series 1 into
Subordinate Voting
Shares immediately prior to such change.
SCHEDULE "A"
COMPANY ACT
FORM 1
MEMORANDUM OF INTERNATIONAL CONTOUR TECHNOLOGY INC.
(as altered by Special Resolution dated December 16,
1988)
1. The name of the Company is "INTERNATIONAL CONTOUR TECHNOLOGY
INC.".
2. The authorized capital of the Company consists of 75,000,000
shares,
divided into:
(a) 25,000,000 Class A Subordinate Voting Shares without par
value;
(b) 25,000,000 Class B Special Subordinate Voting Shares without
par value;
and
(c) 25,000,000 Class C Multiple Voting Shares without par value.
A. The special rights and restrictions attached to the shares are
set out in
B. Part 27 of the Articles of the Company.
SCHEDULE "B"
PART 27
SPECIAL RIGHTS AND RESTRICTIONS ATTACHING TO SHARES
27. Special Subordinate voting Shares, Subordinate Voting Shares
and Multiple
voting Shares: The Class A Subordinate Voting Shares without par
value (the
"Subordinate Voting Shares"), the Class B Special Subordinate
Voting Shares
without par value (the "Special Shares") and the Class C Multiple
Voting
Shares without par value (the "Multiple Voting Shares") shall have
attached
thereto the following respective rights, privileges, restrictions
and
conditions:
(a) Votes: The holders of the Subordinate Voting Shares, the
Special
Shares and the Multiple Voting Shares are entitled to receive
notice of and to
attend all meetings of shareholders of the Company, except
meetings at which
only holders of another specified class or series of shares are
entitled to
vote. The holders of the Subordinate Voting Shares and the
Special Shares are
entitled to one vote for each Subordinate Voting Share or Special
Share held
on all votes taken at such meetings and the holders of the
Multiple Voting
Shares are entitled to 5 votes for each Multiple Voting Share held
on all
votes taken at such meetings.
(b) Dividends: The holders of the Subordinate Voting Shares,
the Special
Shares and the Multiple Voting Shares shall be entitled to receive
and to
participate as to dividends as and when declared by the board of
Directors of
the Company and all such dividends shall be declared and paid at
the same time
on all such Subordinate Voting Shares, Special Shares and Multiple
Voting
Shares at the time outstanding;
(c) Conversion of Special Shares: Upon and subject to the
terms and
conditions hereinafter set forth, the Special Shares issued and
outstanding
shall be converted into and become Subordinate Voting Shares,
without further
cost to the holder thereof, on the following basis:
A) Twenty-five percent (25%) of the Special Shares issued and
outstanding
shall be converted on a pro-rata basis on the date (the "First
Exchange Date")
which is the earlier of:
1) 90 days after the Company shall have received a receipt for
a final
prospectus which will enable the holders of the Subordinate Voting
Shares
obtained upon such conversion of Special Shares, who are not
otherwise
restricted, to resell such Subordinate Voting Shares without the
requirement
that a prospectus be filed in respect thereof; and
2) the day which is twelve months following the date of the
issuance of
such Special Shares.
B) The balance of the Special Shares issued and outstanding
shall be
converted on a pro-rata basis on the date which is the earlier of:
1) 360 days after the Company shall have received a receipt
for a final
prospectus which will enable the holders of the Subordinate voting
Shares
obtained upon such conversion of Special Shares, who are not
otherwise
restricted, to resell such Subordinate voting Shares without the
requirement
that a prospectus be filed in respect thereof; and
2) the day which is eighteen months following the date of the
issuance of
such Special Shares.
(i) Method of Conversion: In order to effect such conversion,
the Company
or its transfer agent shall give each holder of Special Shares, by
prepaid
registered mail addressed to his address appearing on the books of
the
Company, notice in writing of the conversion, which notice shall
require such
holder to surrender the certificate or certificates representing
the Special
Shares to be converted at the registered office of the Company or
at the
office of the transfer agent stating the name or names in which he
wishes the
certificates for the Subordinate Voting Shares to be sent.
(ii) Share Certificate: On the conversion of Special Shares
the
certificate or certificates representing the Subordinate Voting
Shares
resulting therefrom shall be issued at the expense of the Company
in the name
or names indicated in the notice of conversion or, in the absence
of such
indication, in the name of the holder, provided that the holder
shall pay any
applicable security transfer taxes or charges if such certificate
or
certificates are to be issued in a name or names other than the
name of the
holder.
(iii) Dilution Protection: In the event of:
(a) any subdivision, consolidation, conversion, exchange or
reclassification of the Special Shares, Subordinate Voting Shares
or Multiple
Voting Shares;
(b) any reorganization of the share capital of the Company
affecting in
any manner the Special Shares, Subordinate Voting Shares, or
Multiple Voting
Shares; or
(c) the amalgamation of the Company with any other company or
companies;
the appropriate adjustment will be made td the conversion right
provided above
so as to preserve that right in all respects.
(iv) Restriction on Issue of Shares: No Special Shares may be
issued at any
time following the First Exchange Date
(d) Conversion of Multiple voting Shares: Upon and subject to
the terms
and conditions hereinafter set forth, a holder of Multiple Voting
Shares shall
be entitled at any time and from time to time to have any or all
of the
Multiple Voting Shares held by him converted into Subordinate
Voting Shares on
the basis of one Subordinate Voting Share for each Multiple Voting
Share so
converted (subject to adjustment as set forth below):
(i) Exercise of Conversion Right: Except as set forth in
paragraph (e)(iii)
below, in order to exercise such right of conversion such holder
shall deliver
and surrender to the Company or to its transfer agent the
certificate or
certificates representing the Multiple Voting Shares which he
desires to
convert together with a written notice to the effect that the
holder desires
to exercise his right of conversion in respect of that number of
Multiple
Voting Shares specified in the conversion notice. The conversion
notice shall
state the name or names in which the holder wishes the certificate
or
certificates for Subordinate Voting Shares to be issued and the
address or
addresses to which he wishes such certificate or certificates to
be sent and
shall be signed by the holder or his agent duly authorized in
writing. If
less than all the Multiple Voting Shares represented by any
certificate or
certificates accompanying any conversion notice are to be
converted, the
holder shall be entitled to receive, at the expense of the
Company, a new
certificate representing the Multiple Voting Shares comprised in
the
certificate or certificates surrendered as aforesaid which are not
to be
converted.
(ii) Share Certificate: On any conversion of Multiple Voting
Shares the
certificate or certificates representing the Subordinate Voting
Shares
resulting therefrom shall be issued at the expense of the Company
in the name
or names indicated in the notice of conversion or, in the absence
of such
indication, in the name of the holder, provided that the holder
shall pay any
applicable security transfer taxes or charges if such certificate
or
certificates are to be issued in a name or names other than the
name of the
holder.
(iii) Date of Exercise of Conversion Right: Except as set forth
in paragraph
(e)(iii) below, the right of a holder of Multiple Voting Shares to
convert the
same into Subordinate Voting Shares shall and for all purposes
shall be deemed
to have been exercised and the holder of Multiple Voting Shares to
be
converted (or any person or persons in whose name or names such
holder of
Multiple Voting Shares shall have directed a certificate or
certificates
representing Subordinate Voting Shares to be issued as provided
above) shall
and for all purposes shall be deemed to have become a holder of
Subordinate
Voting Shares, on the date of receipt by the Company or by its
transfer agent
of the certificate or certificates representing all of the
Multiple Voting
Shares to be converted accompanied by an appropriate conversion
notice as
provided above, notwithstanding any delay in the delivery by the
Company or by
its transfer agent of the certificate or certificates representing
the
Subordinate Voting Shares into which the Multiple Voting Shares
have been
converted.
(iv) Prior Notice of Dividends: The Company shall not pay any
dividend upon
the Subordinate Voting Shares payable in shares of the capital of
the Company
or issue to holders of Subordinate Voting Shares rights to
purchase
Subordinate Voting Shares, unless it shall have given to the
holders of the
Multiple Voting Shares notice of the payment of such dividends or
the issue of
such rights at least THIRTY (30) days prior to the record date for
the
determination of shareholders entitled to such dividends or the
issue of such
rights and shall not, during the period of such notice, take any
other
corporate actions which might deprive the holders of the Multiple
Voting
Shares of the opportunity of exercising the right of conversion as
aforesaid.
(v) Dilution Protection: In the event of:
(a) any subdivision, consolidation, conversion, exchange or
reclassification of the Special Shares, Subordinate Voting Shares,
or Multiple
Voting Shares;
(b) any reorganization of the share capital of the Company
affecting in
any manner the Special Shares1 Subordinate Voting Shares, or
Multiple Voting
Shares; or
(c) the amalgamation of the Company with any other company
or companies;
the appropriate adjustment will be made to the conversion right
provided above
so as to preserve that right in all respects.
(e) Take-Over Bid Protection
(i) Exercise of Conversion Right to Multiple Voting Shares: Upon
and subject
to the conditions hereinafter set forth, in the event an Offer is
made, each
Subordinate Voting Share shall be convertible at the option of the
holder
during the Conversion Period into one Multiple Voting Share
(subject to
adjustment as set forth below). The holder shall complete and
sign the form
headed "Exercise of Right to Convert to Multiple Voting Shares"
(Form 1) on
the reverse side of the certificate or certificates representing
the
Subordinate Voting Shares which the holder desires to convert,
specifying the
number of Subordinate Voting Shares to be converted. Immediately
following
the completion and signing of Form 1 as aforesaid, the holder
shall complete
and sign the form headed "Exercise of Right to Convert to
Subordinate Voting
Shares" (Form 2) on the reverse side of each such certificate or
certificates.
Each such certificate or certificates shall be presented and
surrendered to
the Depositary at any of its Designated Offices or, in the event
that the
Offer is a Stock Exchange Offer, such certificate or certificates
shall be
presented and surrendered to the Transfer Agent at any of the
offices at which
the Transfer Agent provides transfer agency facilities for the
Company's
Subordinate Voting Share 5. Upon such receipt by the Depositary
or the
Transfer Agent, as the case may be, and subject to each of Form 1
and Form 2
having been completed and signed as set forth above, the
conversion right into
Multiple Voting Shares shall have been exercised and the holder
shall hold and
shall be deemed for all purposes to hold fully paid Multiple
Voting Shares
effective from the time of signing, and in the number designated
in, Form 1
(not exceeding in aggregate the total number of Multiple Voting
Shares
resulting from such conversion) and the certificate or
certificates held by
the Depositary or the Transfer Agent, as the case may be, shall
represent and
shall be deemed for all purposes to represent such Multiple Voting
Shares. In
the event that each of Form 1 and Form 2 are not completed and
signed as set
forth above, no conversion to Multiple Voting Shares effective
from the time
of signing Form 1 shall or shall be deemed to have occurred. In
the event
that a certificate or certificates are presented and surrendered
to the
Transfer Agent as set forth above, the Transfer Agent shall and
for all
purposes shall be deemed to be irrevocably appointed and empowered
to act as
the true and lawful attorney of the depositing holder to take all
such steps
and sign all such documents in the name and on behalf of the
depositing holder
as is necessary for the purpose of facilitating the acceptance of
the Stock
Exchange Offer by the depositing holder. The holder shall pay any
governmental or other tax imposed on or in respect of the
conversion of
ubordinate Voting Shares as set forth above. If less than all of
the
Subordinate Voting Shares represented by any certificate are to be
converted,
the holder shall be entitled to receive, at the expense of the
Company, a new
certificate representing the Subordinate Voting Shares comprised
in the
original certificate which are not to be converted.
(ii) Conversion Right Not Coming into Effect: The right of a
holder of
Subordinate Voting Shares to convert such shares into Multiple
Voting Shares
as set forth in paragraph (i) above shall not come into effect in
the event
that an identical offer in terms of price per share, percentage of
shares to
be taken up, exclusive of shares owned immediately prior to the
Offer by the
offeror or associates or affiliates of the offeror, and other
essential terms
is made to purchase Subordinate Voting Shares concurrently with
the Offer,
which offer has no conditions attached other than the right not to
take up and
pay for Subordinate Voting Shares tendered if no Multiple Voting
Shares are
purchased pursuant to the Offer.
(iii) Exercise of Right to Convert to Subordinate Voting Shares:
Notwithstanding paragraph (c)(i) above, by signing Form 2 on the
reverse side
of the certificate or certificates representing Subordinate Voting
Shares
which the holder elects to convert into Multiple Voting Shares as
set forth in
paragraph (i) above, in the circumstances described below the
holder shall and
for all purposes shall be deemed, in his capacity as a holder of
Multiple
Voting Shares as a result of completing and signing Form 1, to
have
irrevocably elected to have exercised his right to convert into
Subordinate
Voting Shares each Multiple Voting Share acquired by him as a
result of such
conversion of Subordinate Voting Shares into Multiple Voting
Shares. In such
event the holder shall be entitled to one Subordinate Voting Share
for each
Multiple Voting Share so converted (subject to adjustment as set
forth below).
The said conversion of Multiple Voting Shares to Subordinate
Voting Shares
shall and for all purposes shall be deemed to occur and be
effective:
A. in the case of Multiple Voting Shares taken up and purchased
under the
Offer, immediately after such shares are so taken up and
purchased; and
B. in the case of Multiple Voting Shares not taken up and
purchased under the
Offer, immediately after such shares are released to the
depositing holder by
the Depositary or by the Transfer Agent, as the case may be.
(iv) Dilution Protection: In the event of:
(a) any subdivision, consolidation, conversion1 exchange or
reclassification
of the Multiple Voting Shares or Subordinate voting Shares;
(b) any reorganization of the share capital of the Company
affecting in any
manner the Multiple Voting Shares or Subordinate Voting Shares; or
(c) the amalgamation of the Company with any other company or
companies;
the appropriate adjustment will be made to the conversion right
provided above
so as to preserve that right in all respects.
(v)Definitions: In this Article 27(e):
(a) "Conversion Period" means the period of time commencing on
the Offer Date
and ending:
(i) in the case of an Offer other than a Stock Exchange Offer, at
the latest
time for the deposit of Multiple Voting Shares under the Offer at
the
respective Designated Offices of the Depositary; and
(ii) in the case of a Stock Exchange Offer, at 12:30 p.m.,
Vancouver time, on
the business day immediately preceding the Expiry Date;
(b) "Depositary" means the person or persons or company or
companies
appointed to act as depositary under the Offer;
(c) "Designated Office" means those offices of the Depositary at
which
certificates representing Multiple Voting Shares may be deposited
under the
Offer;
(d) "Expiry Date" means the last date upon which holders of
Multiple Voting
Shares may accept an Offer;
(e) "Offer" means an offer to purchase Multiple Voting Shares
which must, by
reason of applicable securities legislation or the requirements of
a stock
exchange on which the Multiple Voting Shares are listed, be made
to all or
substantially all holders of Multiple Voting Shares residing in
any province
of Canada;
(f) "Offer Date" means the date an Offer is made;
(g) "Stock Exchange Offer" means an Offer made through the
facilities of a
stock exchange on which the Multiple Voting Shares are listed; and
(h) "Transfer Agent" means the registrar and transfer agent of
the Company's
issued share capital.
(f) Change in Shares
(i) Rights of Holders of Class of Shares Changed:
Subject to the provisions of the Company Act, any amendment to the
Articles of
the Company to delete or vary any rights, privileges, restrictions
and
conditions attaching to the Special Shares, Subordinate Voting
Shares or the
Multiple Voting Shares or to create any special shares ranking in
priority to
or on a parity with either the Special Shares, Subordinate Voting
Shares or
the Multiple Voting Shares or to subdivide, consolidate,
reclassify or change
the Special Shares, Subordinate Voting Shares or the Multiple
Voting Shares,
may only be made if consented to by at least three-quarters (3/4)
of the votes
cast at a meeting of the holders of the Special Shares,
Subordinate Voting
Shares or the Multiple Voting Shares, as the case may be, duly
called for that
purpose.
(ii) Rights of Holders of Other Class: The rights, privileges,
restrictions
and conditions attaching to either the Special Shares, Subordinate
Voting
Shares or the Multiple Voting Shares cannot be changed in any
manner
whatsoever unless the other class of shares is changed in the same
manner and
in the same proportion or unless the prior approval of the holders
of the
Special Shares, Subordinate Voting Shares and the Multiple Voting
Shares has
been obtained for such change.
(g) Ranking of Special Shares, Subordinate Voting Shares and
Multiple
Voting Shares:
Except as set out in paragraphs (a) to (f) above, the holders of
the Special
Shares, Subordinate Voting Shares and the holders of the Common
Shares shall
rank equally in all respects and have the same rights and
restrictions and,
without limitation, shall rank pari passu with the other as to any
distribution of the remaining property or assets of the Company in
the event
of liquidation, dissolution or winding up of the Company.