Exhibit 1.2 a
BY-LAW NUMBER A24
A BY-LAW RELATING GENERALLY TO THE
TRANSACTION OF THE BUSINESS AND
AFFAIRS OF
HOLLINGER ARGUS LIMITED
TABLE OF CONTENTS
ARTICLE DESCRIPTION
I Interpretation
II Business of the Corporation
III Directors
IV Committees of the Board
V Officers
VI Protection of Directors, Officers and Others
VII Shares
VIII Dividends and Rights
IX Meetings of Shareholders
X Notices
XI Effective Date
BE IT MADE as a by-law of the Hollinger Argus Limited as follows:
ARTICLE I
INTERPRETATION
1.01 DEFINITIONS. In the by-laws and special resolutions of the Corporation,
unless the context otherwise requires:
(a) "Act" means the Business Corporations Act, 1982, Statutes of
Ontario, 1982, Chapter 4, and any statute that may be
substituted therefor, as from time to time amended, and any
reference to a particular provision of the Act shall be deemed
also to be a reference to any similar provision resulting from
the amendment or replacement thereof:
(b) "appoint" includes "elect" and vice versa:
(c) "articles" shall, in respect of the Corporation, have the
meaning attributed to it by the Act:
(d) "Board" means the Board of Directors of the Corporation:
(e) "by-laws" means this by-law and all other by-laws of the
Corporation from time to time in force and effect:
(f) "committee" means a committee of Directors appointed by the
Board:
(g) "Corporation" means HOLLINGER ARGUS LIMITED:
(h) "Director" means a director of the Corporation:
(i) "meeting of shareholders" includes an annual meeting of
shareholders and a special meeting of shareholders:
(j) "non-business day" means any day that is a Saturday, Sunday or
any other day that is a holiday as defined in the
Interpretation Act, Revised Statutes of Ontario, 1980, Chapter
219, and any statute that may be substituted therefor, as from
time to time amended:
(k) "officer" means an officer of the Corporation:
(l) "recorded address" means.
(i) in the case of a shareholder, his latest address as
shown in the records of the Corporation or its
transfer agent.
(ii) in the case of an officer or auditor of the
Corporation, his address as shown in the records of
the Corporation, and
(iii) in the case of a Director of the Corporation, the
latest address as shown in the records of the
Corporation or in the most recent notice filed by the
Corporation under the Corporations Information Act.
Revised Statutes of Ontario, 1980, Chapter 96, and
any statute that may be substituted therefor, as from
time to time amended, whichever is the more current:
(m) "signing officer" means, in relation to any instrument, any
person authorized to sign the same on behalf of the
Corporation by section 2.04 hereof or by a resolution passed
pursuant thereto:
(n) "shareholders" means shareholders of the Corporation.
1.02 Subject to section 1.01 hereof, words and expressions defined in the
Act have the same meanings when used in the by-laws and special resolutions of
the Corporation.
1.03 Words in the by-laws and special resolutions of the Corporation
importing the singular number include the plural and vice versa: words importing
gender include the masculine and feminine and neuter genders: and words
importing persons include individuals, bodies corporate, partnerships, trusts
and unincorporated organizations.
ARTICLE II
BUSINESS OF THE CORPORATION
2.01 REGISTERED OR HEED OFFICE. The Board may from time to time fix by
resolution the location of the registered office of the Corporation at a place
within Ontario where the articles provide that the registered office or head
office of the Corporation is to be located.
2.02 CORPORATE SEAL. The Corporation shall have a seal which shall be
adopted and may be changed by resolution of the Directors.
2.03 FINANCIAL YEAR. Until changed by the Board, the financial year of the
Corporation shall end on the last day of December in each year.
2.04 EXECUTION OF INSTRUMENTS. Contracts and engagements on behalf of the
Corporation may be made and bills of exchange and promissory notes on behalf of
the Corporation may be made, drawn, accepted and endorsed and deeds, transfers,
mortgages, charges, hypothecs, leases, assignments and all other documents may
be executed on-behalf of the Corporation (i) by the following officers: any one
of the Chairman of the Board, the Vice-Chairman of the Board, the President, any
Executive Vice-President or any Vice-President together with any one of the
Secretary, the Treasurer, any Assistant Secretary or any Assistant Treasurer, or
(ii) by any one of the foregoing officers together with any one Director:
provided nevertheless that the Board may appoint any other person or persons
from time to time to make contracts and engagements on behalf of the
Corporation, to draw, accept and endorse bills of exchange and promissory notes
on behalf of the Corporation, and to execute deeds, transfers, mortgages,
charges, hypothecs, leases, assignments and all other documents on behalf of the
Corporation. The Corporation's seal may be affixed to such documents as require
the same by any of the persons executing such documents in accordance with the
foregoing provisions of this section.
2.05 BANKING ARRANGEMENTS. The Corporation's bank accounts shall be kept in
such bank or banks, trust company or trust companies or other depositories as
the Board may from time to time determine. All cheques, drafts, notes,
acceptances or orders for the payment of money shall be signed on behalf of the
Corporation (i) by any one of the Chairman of the Board, the Vice-Chairman of
the Board, the President, any Executive Vice-President or any Vice-President
together with any one of the Secretary, the Treasurer, any Assistant Secretary
or any Assistant Treasurer, (ii) by any one of the foregoing officers together
with any one Director, or (iii) by such other officer or officers or such other
person or persons as the Board may from time to time appoint: provided that
bills of exchange, promissory notes, or cheques or orders for the payment of
money may be endorsed for deposit to the credit of the Corporation's bank
account by any one of the following, viz: the Chairman of the Board, the
Vice-Chairman of the Board, the President, any Executive Vice-President, any
Vice-President, the Secretary, the Treasurer, any Assistant Secretary, any
Assistant Treasurer, or such other person or persons as the Board may from time
to time appoint for that purpose, or, if the Board so determines, by means of a
rubber stamp. If authorized by resolution of the Board, the signature of any
officer or other person authorized to sign cheques,
drafts, notes, acceptances or orders for the payment of money may he engraved,
lithographed or otherwise mechanically reproduced in facsimile thereon and in
such event every such facsimile signature for all purposes shall be deemed to be
the signature of the officer or person whose signature it reproduces and shall
be binding upon the Corporation notwithstanding that any signing officer or
person whose signature is so produced may have ceased to hold office at the date
of delivery or issue of such cheques, drafts, notes, acceptances or orders for
the payment of money.
2.06 VOTING RIGHTS IN OTHER BODIES CORPORATE. Any security carrying voting
rights of any firm or other body corporate held from time to time by the
Corporation shall be voted at such meeting or meetings of security holders of
such firm or other body corporate and in such manner and by such person or
persons as may be specified in a resolution passed by the Board. In the absence
of such a resolution, the signing officers of the Corporation may from time to
time execute and deliver for and on behalf of the Corporation proxies and/or
arrange for the issuance of voting certificates and/or other evidence of the
right to vote in such names including their own as they may determine without
the necessity of a resolution or other action by the Board.
2.07 VOTING AT MUNICIPAL ELECTIONS. The Chairman of the Board, the
Vice-Chairman of the Board, the President, an Executive Vice-President, a
Vice-President. the Secretary or the Treasurer, or any person named, in writing
for that purpose by any two of the aforementioned officers, is hereby authorized
and empowered to vote for and on behalf of the Corporation in any municipal
election held in any municipality in which the Corporation is entitled to vote.
ARTICLE III
DIRECTORS
3.01 QUORUM OF DIRECTORS. The quorum at any meeting of Directors shall be
two-fifths of the minimum number of Directors provided for in the articles or
such greater number of Directors as the Directors may determine. A majority of
the Directors shall be resident Canadians and at least one-third of the
Directors shall not be officers or employees of the Corporation or any of its
affiliates.
3.02 QUALIFICATION. The following persons are disqualified from being a
Director of the Corporation:
(a) a person who is less than eighteen years of age:
(b) a person who is of unsound mind and has been so found by a
court in Canada or elsewhere:
(c) a person who is not an individual: and
(d) a person who has the status of a bankrupt.
Unless the articles otherwise provide, a Director shall not be required to hold
shares issued by the Corporation.
3.03 ELECTION AND TERM. Unless the articles otherwise provide, a Director
not elected for an expressly stated term shall cease to hold office at the close
of the First annual meeting of shareholders following his election. The election
of Directors shall take place at each annual meeting of shareholders and all
Directors then in office shall retire but, if qualified, shall be eligible for
re-election. The election may be by a show of hands or by resolution of the
shareholders or, if a ballot is required or demanded, by ballot. If an election
of Directors is not held at the proper time, the incumbent Directors shall
continue in office until their successors are duly elected.
3.04 REMOVAL OF DIRECTORS. Subject to the provisions of the Act, the
shareholders may by ordinary resolution passed at a meeting of shareholders
remove any Director from office and the vacancy created by such removal may be
filled at the same meeting, failing which it may be filled by a quorum of the
Directors. Where the holders of any class or series of shares of the Corporation
have an exclusive right to elect one or more Directors, a Director so elected
may only be removed by an ordinary resolution passed at a meeting of the
shareholders of that class or series.
3.05 VACATION OF OFFICE.
(a) A Director ceases to hold office when (i) he dies or, subject
to subsection 3.05(b) of this by-law, he resigns, (ii) he is
removed from office in accordance with the provisions of the
Act or the by-laws, or (iii) he becomes disqualified from
being a Director under the Act.
(b) A Director may resign his office as a Director by giving the
Corporation his written resignation, which resignation shall
become effective at the later of (i) the time at which such
resignation is received by the Corporation, and (ii) the time
specified in the resignation.
3.06 VACANCIES. Subject to the provisions of the Act and the articles, a
quorum of the Board may fill a vacancy in the Board. In the absence of a quorum
of the Board, the Board shall forthwith call a meeting of shareholders to
fill the vacancy. If the Board fails to call such meeting or if there are no
Directors then in office, any shareholder may call the meeting. A Director
appointed or elected to fill a vacancy holds office for the unexpired term of
his predecessor.
3.07 DUTIES AND CONDUCT OF BUSINESS. The Board shall manage or supervise the
management of the business and affairs of the Corporation. The powers of the
Board may be exercised by a meeting at which a quorum of Directors is present
and, subject to the exceptions permitted by the Act, at which a majority of the
Directors present are resident Canadians, or by resolution in writing signed by
all the Directors entitled to vote on that resolution at a meeting of the Board
if such Directors constitute a quorum. Where there is a vacancy in the Board,
the remaining Directors may exercise all the powers of the Board so long as a
quorum remains in office.
3.08 PLACE OF MEETINGS. Meetings of the Board or of a committee of the Board
may be held at any place within or outside Ontario, provided that in any
financial year of the Corporation a majority of the meetings shall be held at
a place within Canada.
3.09 CALLING OF MEETINGS. Meetings of the Board may be called by the
Chairman of the Board, the Vice-Chairman of the Board, the President or by an
Executive Vice-President or a Vice-President who is a Director or by the
Secretary or by any two Directors.
3.10 NOTICE OF MEETING. Except as hereinafter provided, notice of the time
and place of every meeting of the Board shall be given in the manner provided in
Article X to each Director (a) not less than 48 hours before the time when the
meeting is to be held if the notice is mailed, or (b) not less than 12 hours
before the time when the meeting is to be held if the notice is given personally
or is delivered or is sent by any means of transmitted or recorded
communication: provided that a meeting of the Board may be held at any time on
shorter notice or without notice to any or all Directors and proceedings thereat
shall not thereby be invalidated if all the Directors are present or if those
absent have (i) been given notice of the holding of such meeting or (ii) in any
manner and at any time waived notice of such meeting. No notice of meeting need
be given to a Director in respect of the meeting at which he was elected or
appointed to the Board to fill a vacancy thereon. A notice of a meeting of
Directors need not specify the purpose of or the business to be transacted at
the meeting except where the Act requires such purpose or business to be
specified. A Director may in any manner waive notice of or otherwise consent to
a meeting of the Board.
3.11 FIRST MEETING OF NEW BOARD. Provided a quorum of Directors is present
and, subject to the Act, a majority of Directors present are resident Canadians,
each newly elected Board may without notice hold its first meeting immediately
following the meeting of shareholders at which such Board is elected.
3.12 ADJOURNED MEETING. Notice of an adjourned meeting of the Board is not
required if the time and place of the adjourned meeting is announced at the
original meeting.
3.13 REGULAR MEETINGS. The Board may appoint a day or days in any month or
months for regular meetings of the Board at a place and hour to be named. A copy
of any resolution of the Board fixing the place and time of such regular
meetings shall be sent to each Director forthwith after being passed, but no
other notice shall be required for any such regular meeting except where the
Act requires the purpose thereof or the business to be transacted thereat to be
specified.
3.14 CHAIRMAN. The chairman of any meeting of the Board shall be the
Chairman of the Board or, in his absence or at his request, the Vice-Chairman of
the Board or, in his absence or at his request or that of the Chairman of the
Board, the President. If no such person is present, the Directors present shall
choose one of their number to be chairman.
3.15 PROCEDURE AT MEETINGS. At all meetings of the Board every question
shall be decided by a majority of the votes cast on the question. In case of an
equality of votes the chairman of the meeting shall be entitled, in addition to
his original vote, to a second or casting vote. Notwithstanding the foregoing,
where all the Directors present at or participating in the meeting consent, a
meeting of the Board or of a committee of the Directors may be held by means
of such telephone, electronic or other communication facilities as permit all
persons participating in the meeting to communicate with each other
simultaneously and instantaneously, and a Director participating in such a
meeting is deemed to be present at such meeting.
3.16 INTEREST OF DIRECTORS. No Director shall be disqualified by reason of
his being a Director from, directly or indirectly, contracting with the
Corporation, but shall make such disclosure as required by the Act and shall
refrain from voting where required by the Act.
3.17 REMUNERATION AND EXPENSES. The Directors may fix the remuneration of
the Directors, officers and
employees of the Corporation. The Directors shall be reimbursed as the Board may
from time to time determine in respect of their out-of-pocket expenses incurred
in attending Board, committee or shareholders meetings or otherwise in respect
of the performance by them of their duties. No confirmation by the shareholders
of any such reimbursement shall be required. If any Director or officer shall be
employed by or shall perform services for the Corporation otherwise than as a
Director or officer or shall be a member of a firm or a shareholder, director or
officer of a body corporate which is employed by or performs services for the
Corporation, the fact of his being a Director or officer of the Corporation
shall not, subject to the Act, disentitle such Director or officer or such firm
or body corporate, as the case may be, from receiving proper remuneration for
such services.
ARTICLE IV
COMMITTEES OF THE BOARD
4.01 COMMITTEES. The Directors may from time to time appoint from their
number one or more committees of Directors (including, without limitation, an
executive committee) and, subject to the Act, may delegate to any such committee
any of the powers of the Directors. A majority of the members of any such
committee shall be resident Canadians. The functions of any such committee may,
but need not, be advisory only.
4.02 AUDIT COMMITTEE. The Corporation shall have an audit committee to be
composed of not fewer than three Directors qualified in accordance with the
provisions of the Act to hold office until the next annual meeting of the
shareholders, which committee shall exercise the powers of an audit committee as
provided in the Act.
4.03 PROCEDURE. Unless otherwise determined by the Board, each committee of
the Board shall have power to fix its quorum at not less than a majority of its
members, to elect its chairman and vice-chairman and to regulate its procedure.
4.04 INTERPRETATION. Subject to the Act, any power of or conferred on the
Board or the Directors, whether under the by-laws or otherwise, may be delegated
by the Board to any committee or officer. Nothing in the by-laws shall be
construed as in any way limiting the powers which the Directors may delegate to
any committee, officer or other person.
ARTICLE V
OFFICERS
5.01 APPOINTMENT. There shall be a Chairman of the Board, a Vice-Chairman of
the Board and a President, all of whom shall be Directors of the Corporation,
and one or more Vice-Presidents (to which title may be added words indicating
seniority or function), a Secretary, a Treasurer and such other officers as the
Board may determine, including one or more assistants to any of the officers so
appointed. The Board may specify the duties of and, in accordance with the
by-laws and subject to the provisions of the Act, delegate to such officers
powers to manage the business and affairs of the Corporation.
5.02 CHAIRMAN OF THE BOARD. The Chairman of the Board shall have such duties
as may be assigned to him from time to time by the Board and the by-laws.
5.03 VICE-CHAIRMAN OF THE BOARD. During the absence or inability of the
Chairman of the Board, his powers and duties shall devolve upon the
Vice-Chairman of the Board. If the Vice-Chairman of the Board exercises any such
power or duty the absence or inability of the Chairman of the Board with
reference thereto shall be presumed. The Vice-Chairman of the Board shall also
perform such other duties and exercise such other powers as the Board may from
time to time prescribe or as the Chairman of the Board may delegate to him.
5.04 PRESIDENT. The President shall, subject to the authority of the Board,
have general supervision of the business of the Corporation. The President shall
have such other powers and duties as the Board may specify.
5.05 VICE-PRESIDENT. A Vice-President shall have such powers and duties as
the Board may specify.
5.06 SECRETARY. The Secretary shall attend and be the secretary of all
meetings of the Board, shareholders and committees of the Board and shall enter
or cause to be entered in records kept for that purpose minutes of all
proceedings thereat: he shall give or cause to be given as and when instructed
all notices to shareholders. Directors, officers, auditors and members of
committees of the Board: he shall be the custodian of the stamp or mechanical
device generally used for affixing the corporate seal of the Corporation and of
all books, papers, records, documents and instruments belonging to the
Corporation, except when some other officer or agent has been appointed for
those purposes. The Secretary shall have such other powers and duties as the
Board may specify.
5.07 TREASURER. The Treasurer, under the direction of the Board, shall
control the deposit of money, the safekeeping of securities and the disbursement
of funds of the Corporation. The Treasurer shall render to the Board whenever
required an account of all of his transactions as Treasurer and report to and
advise the Board on the financial position and requirements of the Corporation.
The Treasurer shall have such other powers and duties as the Board may specify.
5.08 POWERS AND DUTIES OF OTHER OFFICERS. The powers and duties of all other
officers shall be such as the terms of their engagement call for or as the Board
may specify. Any of the powers and duties of an officer to whom an assistant has
been appointed may be exercised and performed by such assistant, unless the
Board otherwise directs.
5.09 VARIATION OF POWERS AND DUTIES. The Board may from time to time and
subject to the provisions of the Act vary, add to or limit the powers and duties
of any officer.
5.10 TERM OF OFFICE. The Board, in its discretion, may remove any officer of
the Corporation, without prejudice to such officer's rights under any employment
contract. Otherwise, each officer appointed by the Board shall hold office until
his successor is appointed or until his earlier resignation.
5.11 TERMS OF EMPLOYMENT AND REMUNERATION. The terms of employment and the
remuneration of an officer appointed by the Board shall be settled by the Board
from time to time. The Board may fix the remuneration of the officers from time
to time.
5.12 INTEREST OF OFFICERS. No officer shall be disqualified by reason of his
being an officer from, directly or indirectly, contracting with the Corporation,
but shall disclose his interest in any material contract or proposed material
contract with the Corporation as required by the Act.
5.13 AGENTS AND ATTORNEYS. The Board may from time to time appoint agents or
attorneys for the Corporation in or outside Ontario with such powers of
management or otherwise (including the powers to subdelegate) as may be thought
fit.
5.14 FIDELITY BONDS. The Board may require such officers, employees and
agents of the Corporation as the Board deems advisable to furnish bonds for the
faithful discharge of their powers and duties, in such form and with such surety
as the Board may from time to time determine.
ARTICLE VI
PROTECTION OF DIRECTORS, OFFICERS AND OTHERS
6.01 STANDARD OF CARS. Every Director and officer in exercising his powers
and discharging his duties shall (a) act honestly and in good faith with a view
to the best interests of the Corporation, and (b) exercise the care, diligence
and skill that a reasonably prudent person would exercise in comparable
circumstances.
6.02 LIABILITY FOR ACTS OF OTHERS. Subject to the provisions of section 6.01
of this by-law, no Director or officer shall be liable for the acts, receipts,
neglects or defaults of any other Director or officer or employee or for joining
in any receipt or other act for conformity or for any loss, damage, or expense
happening to the Corporation through the insufficiency or deficiency of title to
any property acquired by order of the Board for or on behalf of the Corporation
or for the insufficiency or deficiency of any security in or upon which any of
the moneys of or belonging to the Corporation shall be placed out or invested,
or for any loss or damage arising from the bankruptcy, insolvency, or tortious
act of any person, firm or body corporate with whom or which any moneys,
securities or effects of the Corporation shall be lodged or deposited or for any
loss occasioned by any error of judgment or oversight on his part, or for any
loss, conversion, misapplication or misappropriation of or damage resulting from
any dealings with any moneys, securities or other assets belonging to the
Corporation or for any other loss, damage or misfortune whatsoever which may
happen in the execution of the duties of his respective office or trust or in
relation thereto, unless the same are occasioned by his own wilful neglect or
default: provided that nothing herein shall relieve any Director or officer from
the duty to act in accordance with the Act or from liability for any breach
thereof.
6.03 INDEMNIFICATION BY CORPORATION.
(a) Subject to the limitations contained in the Act, the
Corporation shall indemnify a Director or officer, a former
Director or officer or a person who acts or acted at the
Corporation's request as a director or officer of a body
corporate of which the Corporation is or was a shareholder or
creditor, and his heirs and legal representatives, against all
costs, charges and expenses, including an amount paid to
settle an
action or satisfy a judgment, reasonably incurred by him in
respect of any civil, criminal or administrative action or
proceeding to which he is made a party by reason of being or
having been a Director or officer of the Corporation or such
body corporate, if (i) he acted honestly and in good faith
with a view to the best interests of the Corporation, and (ii)
in the case of a criminal or administrative action or
proceeding that is enforced by a monetary penalty, he had
reasonable grounds for believing that his conduct was lawful.
The Corporation may from time to time enter into agreements
pursuant to which the Corporation agrees to indemnify one or
more persons in accordance with the provisions of this
section.
(b) The Corporation shall, with any approval required by law,
indemnify a person referred to in subsection 6.03(a) of this
by-law in respect of an action by or on behalf of the
Corporation or a body corporate to procure a judgment in its
favour, to which he is made a party by reason of being or
having been a Director or an officer of the Corporation or
body corporate, against all costs, charges and expenses
reasonably incurred by him in connection with such action if
he fulfills the conditions set out in clauses 6.03(a)(i) and
6.03(a)(ii) of this by-law.
6.04 INSURANCE. The Corporation may purchase and maintain insurance for the
benefit of any person referred to in subsection 6.03(a) of this by-law against
any liability incurred by him (a) in his capacity as a Director or officer,
except where the liability relates to his failure to act honestly and in good
faith with a view to the best interests of the Corporation, or (b) in his
capacity as a director or officer of another body corporate where he acts or
acted in that capacity at the Corporation's request, except where the liability
relates to his failure to act honestly and in good faith with a view to the best
interests of the body corporate.
ARTICLE VII
SHARES
7.01 ISSUE. The Board may from time to time issue, or grant options to
purchase, the whole or any part of the authorized and unissued shares of the
Corporation in such manner and on such terms and to such person or persons or
class of persons and for such consideration as the Board shall by resolution
determine or authorize, provided that no share shall be issued until it is fully
paid as provided by the Act.
7.02 COMMISSIONS. The Board may from time to time authorize the Corporation
to pay a commission to any person in consideration of his purchasing or agreeing
to purchase shares of the Corporation, whether from the Corporation or from any
other person, or procuring or agreeing to procure purchasers for any such
shares.
7.03 REGISTRATION OF TRANSFERS. Subject to the provisions of the Act, no
transfer of shares shall be registered in a securities register of the
Corporation except upon presentation of the certificate representing such shares
with an endorsement, which complies with the Act, made thereon or delivered
therewith duly executed by an appropriate person as provided by the Act,
together with such reasonable assurance that the endorsement is genuine and
effective as the Board may from time to time prescribe, upon payment of all
applicable taxes and any fees prescribed by the Board, upon compliance with such
restrictions on transfer as are authorized by the articles and upon satisfaction
of any lien referred to in section 7.05 of this by-law.
7.04 TRANSFER AGENTS AND REGISTRARS. The Board may from time to time appoint
one or more agents to maintain, in respect of each class of securities of the
Corporation issued by it in registered form, a central securities register and
one or more branch securities registers. Such a person may be designated as
transfer agent or registrar according to his functions and one person may be
designated both transfer agent and registrar. The Board may at any time
terminate such appointment.
7.05 LIEN FOR INDEBTEDNESS. If the articles provide that the Corporation
shall have a lien on shares registered in the name of a shareholder indebted to
the Corporation, such lien may be enforced, subject to any other provision of
the articles, by the sale of the shares thereby affected or by any other action,
suit, remedy or proceeding authorized or permitted by law or by equity and,
pending such enforcement, the Corporation may refuse to register a transfer of
the whole or any pan of such shares.
7.06 NON-RECOGNITION OF TRUSTS. Subject to the provisions of the Act, the
Corporation may treat as absolute owner of any share the person in whose name
the share is registered in the securities register as if that person had full
legal capacity and authority to exercise all rights of ownership, irrespective
of any indication to the contrary through knowledge or notice or description in
the Corporation's records or on the share certificate.
7.07 SHARE CERTIFICATES. Every holder of one or more shares of the
Corporation shall be entitled, at his option, to a share certificate, or to a
non-transferable written acknowledgement of his right to obtain a share
certificate.
stating the number and class or series of shares held by him as shown on the
securities register. The Board may from time to time by resolution provide for
the charging of a fee not in excess of that authorized by the Act for every
share certificate issued, except for certificates issued in respect of an issue
of shares. Share certificates and acknowledgements of a shareholder's right to a
share certificate, respectively, shall be in such form as the Board shall from
time to time approve and shall be signed manually by at least one Director or
officer or by or on behalf of a registrar, transfer agent, branch transfer agent
or issuing or other authenticating agent of the Corporation, or by a trustee who
certifies it in accordance with a trust indenture, and any additional signatures
required on a share certificate may be printed or otherwise mechanically
reproduced thereon. If a share certificate contains a printed or mechanically
reproduced signature of a person, the Corporation may issue the certificate
notwithstanding that the person has ceased to be a Director or officer, and the
share certificate shall be as valid as if he were a Director or officer at the
date of its issue.
7.08 REPLACEMENT OF SHARE CERTIFICATES. The Board or any officer or agent
designated by the Board may in its or his discretion direct the issue of a new
share certificate in lieu of and upon cancellation of a share certificate that
has been mutilated or in substitution for a share certificate claimed to have
been lost, destroyed or wrongfully taken on such terms as to indemnity,
reimbursement of expenses and evidence of loss and of title as the Board may
from time to time prescribe, whether generally or in any particular case.
7.09 JOINT SHAREHOLDERS. If two or more persons are registered as joint
holders of any share, the Corporation shall not be bound to issue more than one
certificate in respect thereof and delivery of such certificate to one of such
persons shall be sufficient delivery to all of them. Any of such persons may
give an effectual receipt for the certificate issued in respect thereof or for
any dividend, bonus, return of capital or other money payable or warrant
issuable in respect of such share.
7.10 DECEASED SHAREHOLDERS. In the event of the death of a holder or of one
of the joint holders of any share, the Corporation shall not be required to make
any entry in the securities register in respect thereof or to make payment of
any dividends thereon except upon production of all such documents as may be
required by law and upon compliance with the reasonable requirements of the
Corporation and its transfer agents.
ARTICLE VIII
DIVIDENDS AND RIGHTS
8.01 DIVIDENDS. Subject to the provisions of the Act and the articles, the
Board may from time to time declare dividends payable to the shareholders
according to their respective rights and interests in the Corporation. Dividends
may be paid in money or property or by issuing fully paid shares of the
Corporation or options or rights to acquire fully paid shares of the
Corporation. Any dividend unclaimed for a period of 6 years from the date on
which the same has been declared to be payable shall be forfeited and shall
revert to the Corporation.
8.02 DIVIDEND CHEQUES. A dividend payable in cash shall be paid by cheque
drawn on the Corporation's bankers or one of them to the order of each
registered holder of shares of the class or series in respect of which it has
been declared and mailed by prepaid ordinary mail to such registered holder at
his recorded address, unless such holder otherwise directs. In the case of
joint holders the cheque shall, unless such joint holders otherwise directs, be
made payable to the order of all of such joint holders and mailed to them at
their recorded address. The mailing of such cheque as aforesaid, unless the same
is not paid on due presentation, shall satisfy and discharge the liability for
the dividend to the extent of the sum represented thereby plus the amount of any
tax which the Corporation is required to and does withhold.
8.03 NON-RECEIPT OF CHEQUES. In the event of non-receipt of any dividend
cheque by the person to whom it is sent as aforesaid, the Corporation shall
issue to such person a replacement cheque for a like amount on such terms as to
indemnity, reimbursement of expenses and evidence of non-receipt and of title as
the Board may from time to time prescribe, whether generally or in any
particular case.
8.04 RECORD DATE FOR DIVIDENDS AND RIGHTS. The Board may fix in advance a
date, preceding by not more than 50 days the date for the payment of any
dividend or the date for the issue of any warrant or other evidence of the right
to subscribe for securities of the Corporation, as a record date for the
determination of the persons entitled to receive payment of such dividend or to
receive such warrant or other evidence of right to subscribe for such
securities. In every such case only such persons as shall be shareholders of
record at the close of business on the record date so fixed shall be entitled to
receive payment of such dividend or other evidence of right to subscribe for
securities of the Corporation, notwithstanding the transfer or issue of any
shares after the record date so fixed.
If no record date is so fixed, the record date for the determination of the
persons entitled 10 receive payment of any dividend or to exercise the right to
subscribe for securities of the Corporation shall be at the close of business on
the day on which the resolution relating to such dividend or right to subscribe
is passed by the Board.
ARTICLE IX
MEETINGS OF SHAREHOLDERS
9.01 ANNUAL MEETINGS. Subject to the Act, the annual meeting of the
shareholders shall be held at such place and on such date and at such time as
the Board or the Chairman of the Board, the Vice-Chairman of the Board, the
President or an Executive Vice-President or a Vice-President who is a Director
may appoint.
9.02 SPECIAL MEETINGS. The Board on its own motion or the Chairman of the
Board, the Vice-Chairman of the Board, the President or an Executive
Vice-President or a Vice-President who is a Director may at any time call a
special meeting of the shareholders for the transaction of any business.
9.03 NOTICE OF MEETINGS. Notice of the time and place of each meeting of
shareholders shall be given in the manner provided in Article X of this by-law
not less than 21 and not more than 50 days before the date of the meeting to
each Director, to the auditor of the Corporation and to each shareholder who at
the close of business on the record date for notice is entered in the register
of shareholders as the holder of one or more shares carrying the right to vote
at the meeting.
9.04 RECORD DATE FOR NOTICE. The Board may fix in advance a time and date,
preceding the date of any meeting of shareholders by not more than 50 days and
not less than 21 days, as the record date for the determination of the
shareholders entitled to receive notice of the meeting. If no such record date
for notice is fixed by the Board in connection with any meeting of
shareholders, the record date for the determination of the shareholders entitled
to receive notice of the meeting shall be at the close of business on the day
immediately preceding the day on which notice is given.
9.05 RECORD DATE FOR FINANCIAL STATEMENTS. The Board may fix in advance a
time and date, preceding the date of any annual meeting of shareholders by not
more than 50 days and not less than 21 days, as the record date for the
determination of the shareholders entitled to receive the financial statements
of the Corporation pursuant to the Act. If no such record date for the
determination of such shareholders is fixed by the Board, the record date for
such determination shall be the record date determined under section 9.04 of
this by-law in connection with such annual meeting.
9.06 MEETINGS WITHOUT NOTICE. Subject to the Act, a meeting of shareholders
may be held at any time without notice to the Directors, the auditor or any or
all shareholders entitled thereto or on shorter notice than that provided for
herein and proceedings thereat shall not thereby be invalidated if all such
persons as receive no notice or short notice in any manner and at any time waive
notice of such meeting, and attendance of any such person or representation by
proxy is a waiver of notice of the meeting.
9.07 CHAIRMAN, SECRETARY AND SCRUTINEER. At any meeting of shareholders, the
Chairman of the Board or, in his absence, the Vice-Chairman of the Board or, in
their absence, the President or, in their absence, a Vice-President who is a
Director shall be chairman. If no such officer is present within 15 minutes from
the time fixed for holding the meeting, the persons present and entitled to vote
shall choose one of their number to be chairman. If a ballot is demanded on the
election of such a chairman it shall be taken forthwith, without adjournment. If
the Secretary of the Corporation is absent, the chairman shall appoint some
person, who need not be a shareholder, to act as secretary of the meeting. One
or more scrutineers, who need not be shareholders, may be appointed by the
chairman.
9.08 PERSONS ENTITLED TO BE PRESENT. The only persons entitled to attend a
meeting of shareholders shall be those entitled to vote thereat, the Directors,
the officers of the Corporation, the auditor of the Corporation and others who
although not entitled to vote, are entitled or required under any provision of
the Act or the articles or by-laws to be present at the meeting. Any other
person may be admitted only on the invitation of the chairman of the meeting or
with the consent of the meeting.
9.09 QUORUM. Subject to section 9.20 of this by-law, a quorum for the
transaction of business at any meeting of shareholders shall be 2 persons
present in person, each being a shareholder entitled to vote thereat or a duly
appointed proxy or proxyholder for an absent shareholder so entitled, holding or
representing in the aggregate not less than 10% of the issued shares of the
Corporation enjoying voting rights at such meeting.
9.10 RIGHT TO VOTE. Subject to the Act, at any meeting of shareholders a
person named in the list of shareholders entitled to receive notice of the
meeting, prepared in accordance with the Act, shall be entitled to vote the
shares shown opposite his name on such list at the meeting to which the list
relates. except to the extent that
(a) such person has transferred any of his shares after the record
date for the determination of the shareholders entitled to
receive notice of the meeting determined under section 9.04 of
this by-law, and
(b) the transferee of those shares.
(i) produces properly endorsed share certificates, or
(ii) otherwise establishes that he owns the shares, and
demands, not later than such time before the meeting
as the Board may from time to time prescribe, that
his name be included in the list before the meeting,
in which case the transferee is entitled to vote his
shares at the meeting.
9.11 PROXIES. Every shareholder entitled to vote at a meeting of
shareholders may by means of a proxy appoint a proxy holder or one or more
alternate proxyholders, who need not be shareholders, as his nominee to attend
and act for him at the meeting in the manner, to the extent and with the
authority conferred by the proxy. A proxy shall be executed by the shareholder
or his attorney authorized in writing or, if the shareholder is a body
corporate, by an officer or attorney thereof duly authorized. Subject to the
requirements of the Act, a proxy shall be in such form as the Corporation may
from time to time require. A proxy ceases to be valid one year from its date.
9.12 TIME FOR DEPOSIT OF PROXIES. The Board may by resolution fix a time,
not exceeding 48 hours, excluding non-business days, preceding any meeting or
adjourned meeting of shareholders before which time proxies to be used at that
meeting must be deposited. A proxy shall be acted upon only if, prior to the
time so fixed and specified in the notice calling the meeting, it shall have
been deposited with the Corporation or an agent thereof or, if no such time is
specified in such notice, unless it has been received by the Secretary of the
Corporation or by the chairman of the meeting or any adjournment thereof prior
to the time of voting.
9.13 PERSONAL REPRESENTATIVE. If a shareholder of record is deceased, his
personal representative, upon compliance with the requirements of the
Corporation, shall be entitled to exercise the same voting rights at any meeting
of shareholders as the shareholder of record would have been entitled to
exercise if he were living and for the purposes of the meeting shall be
considered a shareholder. If there is more than one personal representative, the
provisions of section 9.14 of this by-law shall apply.
9.14 JOINT SHAREHOLDERS. If shares are held jointly by 2 or more persons,
any one of them present in person or represented by proxy at a meeting of
shareholders may, in the absence of the other or others, vote the shares: but
if more than one of them shall be present in person or represented by proxy,
they shall vote together as one on the shares jointly held by them.
9.15 VOTES TO GOVERN. At any meeting of shareholders every question posed
for the consideration of the shareholders entitled to vote thereat shall, unless
otherwise required by the articles or the by-laws, be determined by the majority
of the votes cast on the question. In case of an equality of votes either upon a
show of hands or upon a ballot, the chairman of the meeting shall have, in
addition to any vote or votes he may have as a shareholder, a second or casting
vote.
9.16 SHOW OF HANDS. Subject to the provisions of the Act, voting at a
meeting of shareholders shall be decided by a show of hands except where a
ballot is required or demanded as hereinafter provided. Upon a show of hands
every person who is present and entitled to vote shall have one vote. Whenever a
vote by show of hands shall have been taken upon a question, unless a ballot is
so required or demanded, an entry in the minutes of a meeting of shareholders to
the effect that the chairman of the meeting declared a motion to be carried is
prima facie proof of the fact without proof of the number or proportion of the
votes recorded in favour of or against the motion.
9.17 BALLOTS. On any question proposed for consideration at a meeting of
shareholders, and whether or not a show of hands has been taken thereon, the
chairman may require or any person entitled to vote on the question may demand a
ballot thereon. A ballot so required or demanded shall be taken in such manner
and at such time as the chairman shall direct. A requirement or demand for a
ballot may be withdrawn at any time prior to the taking of the ballot and, if
withdrawn, shall be deemed not to have been required or demanded. Upon a ballot
each person present shall be entitled, in respect of the shares which he is
entitled to vote at the meeting upon the question, to that number of votes
provided for by the Act or the articles, and the result of the ballot so taken
shall be the decision of the shareholders upon the question.
9.18 ADJOURNMENT. The chairman presiding at a meeting of shareholders may,
subject to the Act, with consent
of the meeting and subject to such conditions as the meeting decides, adjourn
the meeting from time to time and from place to place. If a ballot is demanded
on the question of adjournment it shall be taken forthwith without adjournment.
9.19 ACTION IN WRITING BY SHAREHOLDERS. Subject to the Act, a resolution in
writing signed by all the shareholders entitled to vote on that resolution at a
meeting of shareholders is as valid as if it had been passed at a meeting of -
the shareholders so entitled.
9.20 ONLY ONE SHAREHOLDER. Where the Corporation has only one holder of any
class or series of shares of the Corporation that shareholder present in person
or by proxy constitutes a meeting.
9.21 MEETINGS OF THE HOLDERS OF ONE OR MORE CLASSES OR SERIES OF SHARES OF
THE CORPORATION. Subject to the Act and the articles, the provisions of the
by-laws applicable to meetings of shareholders shall apply to any meetings of
the holders of one or more classes or series of shares of the Corporation.
9.22 INTERPRETATION. Nothing in the by-laws shall be construed as conferring
upon any shareholder the right, or entitling any shareholder, to receive notice
of or attend or vote in respect of any shares of the Corporation held by him at
any meeting of shareholders, if such shareholder would not have such right or
entitlement under the provisions of the Act or the articles.
ARTICLE X
NOTICES
10.01 METHOD OF GIVING NOTICES. Any notice (which term includes any
communication or document) to be given, sent, delivered or served pursuant to
the Act, the articles, the by-laws or otherwise to or upon a shareholder.
Director, officer, auditor of the Corporation or member of a committee shall be
sufficiently given, sent, delivered or served, as the case may be, if delivered
personally to the person to whom it is to be given or if delivered to his
recorded address or if mailed to him at his recorded address by prepaid mail, or
if sent to him at his recorded address by means of wire, wireless, telex or any
other form of prepaid transmitted or recorded communication. A notice so
delivered shall be deemed to have been given, sent, delivered or served, as the
case may be, when it is delivered personally or at the recorded address as
aforesaid: a notice so mailed shall be deemed to have been given, sent,
delivered or served, as the case may be, on the date of mailing and shall be
deemed to have been received by the addressee on the fifth day after mailing:
and a notice sent by means of wire, wireless, telex or other form of transmitted
or recorded communication shall be deemed to have been given, sent, delivered or
served, as the case may be, when dispatched or delivered to the appropriate
communication company or agency or its representative for dispatch. The
Secretary may change or cause to be changed the recorded address of any
shareholder. Director, officer, auditor or member of a committee in accordance
with any information believed by him to be reliable. A certificate of any
signing officer of the Corporation in office at the time of making the
certificate or of an executive or officer of any registrar or transfer agent or
branch registrar or transfer agent of shares of any class of the Corporation as
to facts in relation to the delivery or mailing or service of any notice or
other document to any shareholder. Director, officer or auditor or publication
of any notice of other documents shall be conclusive evidence thereof and shall
be binding on every shareholder. Director, officer and the auditor of the
Corporation.
10.02 NOTICE TO JOINT SHAREHOLDERS. If two or more persona are registered as
joint holders of any share or shares, notice to one of such persons shall be
sufficient notice to all of them. Any notice shall be addressed to all of such
joint holders and the address to be used for the purposes of section 10.01 shall
be the address appearing on the securities register in respect of such joint
holding, or the first address so appearing if there is more than one.
10.03 COMPUTATION OF TIME. Where a period of days is required to be
calculated, the period of days shall be deemed to commence the day following the
event that began the period and shall be deemed to terminate at midnight of
the last day of the period except that if the last day of the period falls on a
Sunday or holiday the period shall terminate at midnight of the day next
following that is not a Sunday or holiday.
10.04 OMISSIONS AND ERRORS. The accidental omission to give any notice to any
shareholder. Director, officer, auditor or member of a committee, or the
non-receipt of any notice by any such person or any error in any notice not
affecting the substance thereof, shall not invalidate any action taken at any
meeting held pursuant to such notice or otherwise founded thereon.
10.05 PERSONS ENTITLED BY DEATH OR OPERATION OF LAW. Subject to the Act,
every person who, by operation of law, transfer, death of a shareholder or any
other means whatsoever, shall become entitled to any share of the
Corporation shall be bound by every notice or other document in respect of such
share which, prior to his name and address being entered on the securities
register of the Corporation, shall have been duly given to a person from whom he
derives his title to such share, whether such notice or other document was given
before or after the happening of the event upon which he became so entitled.
10.06 WAIVER OF NOTICE. Any shareholder (or his duly appointed proxyholder),
Director, officer, auditor or member of a committee may at any time waive any
notice or waive or abridge the time for the giving or sending of any notice or
document required to be given or sent to him under any provision of the Act. the
articles, the by-laws or otherwise and such waiver or abridgement shall cure any
default in the giving or sending of such notice or document, as the case may be.
ARTICLE XI
EFFECTIVE DATE
11.01 EFFECTIVE OATS. This by-law shall come into force on the date of its
confirmation by the shareholders in accordance with the Act.
11.02 REPEAL. All previous by-laws of the Corporation are repealed as of the
coming into force of this by-law, provided that such repeal shall not affect the
previous operation of any by-law so repealed or the validity of any act done or
right, privilege, obligation or liability acquired or incurred under, or the
validity of any contract or agreement made pursuant to any such by-law prior to
its repeal. All officers and persons acting under any by-law, so repealed shall
continue to act as if appointed under the provisions of this by-law and all
resolutions of the shareholders or Board with continuing effect passed under any
repealed by-law shall continue as good and valid except to the extent
inconsistent with this by-law and until amended or repealed.
MADE by the Board the 14th day of March, 1984.
"P.C Finlay" "C.G. Cowan"
Chairman of the Board Secretary
(Corporate Seal)
Confirmed by the Shareholders on May 10, 1984.