Exhibit 1.2 c
EXHIBIT I
BY-LAW NO. A26
of
HOLLINGER INC.
(the "Corporation")
1. REGISTERED OFFICE
1.1. REGISTERED OFFICE
The registered office of the Corporation shall be in the province or
territory of Canada specified in the articles of the Corporation and at such
location in that province or territory as the directors may from time to time
determine.
2. CORPORATE SEAL
2.1. CORPORATE SEAL
The Corporation shall have a corporate seal which shall be adopted and
may be changed by resolution of the directors.
3. DIRECTORS
3.1. NUMBER AND QUORUM
The number of directors shall be determined by the directors but shall
be not fewer than the minimum and not more than the maximum provided in the
articles. At least two directors shall not be officers or employees of the
Corporation or of any of its affiliates. Two-fifths of the minimum number of
directors provided for in the articles or such greater or lesser number as the
directors may from time to time determine shall constitute a quorum for the
transaction of business at any meeting of directors.
3.2. QUALIFICATION
No person shall be qualified to be a director if that person is less
than eighteen years of age, is of unsound mind and has been so found by a court
in Canada or elsewhere, or has the status of a bankrupt. At least twenty-five
per cent of the directors shall be resident Canadians.
3.3. ELECTION AND TERM OF OFFICE
The directors shall be elected at each annual meeting of shareholders
of the Corporation and each director shall hold office until the close of the
first annual meeting following the director's election; provided that if an
election of directors is not held at an annual meeting of shareholders, the
directors then in office shall continue in office until their successors are
elected. Retiring directors, are eligible for re-election.
3.4. VACATION OF OFFICE
A director ceases to hold office if the director dies, is removed from
office by the shareholders, ceases to be qualified for election as a director or
resigns by a written resignation received by the Corporation. A written
resignation of a director becomes effective at the time it is received by the
Corporation, or at the time specified in the resignation, whichever is later.
3.5. REMOVAL OF DIRECTORS
The shareholders may by ordinary resolution at a special meeting of
shareholders remove any director or directors from office provided that where
the holders of any class or series of shares have an exclusive right to elect
one or more directors, a director so elected may only be removed by an ordinary
resolution at a meeting of the shareholders of that class or series. A vacancy
created by the removal of a director may be filled at the meeting of the
shareholders at which the director is removed.
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3.6. VACANCIES
Subject to the Act, a quorum of directors may fill a vacancy among the
directors. A director appointed or elected to fill a vacancy holds office for
the unexpired term of the director's predecessor.
3.7. ACTION BY DIRECTORS
The directors shall manage, or supervise the management of, the
business and affairs of the Corporation. Subject to sections 3.8. and 3.9, the
powers of the directors may be exercised at a meeting at which a quorum is
present or by resolution in writing signed by all the directors entitled to vote
on that resolution at a meeting of the directors. Where there is a vacancy in
the board of directors the remaining directors may exercise all the powers of
the board so long as a quorum remains in office.
3.8. CANADIAN RESIDENTS REQUIRED AT MEETINGS
The directors shall not transact business at a meeting other than
filling a vacancy in the board unless at least twenty-five per cent of the
directors (the "required number") present are resident Canadians or if a
resident Canadian director who is unable to be present approves in writing or by
telephonic, electronic or other communication facility the business transacted
at the meeting and the required number of resident Canadians would have been
present had that director been present at the meeting.
3.9. MEETING BY TELEPHONIC OR ELECTRONIC FACILITY
If all the directors of the Corporation consent, a meeting of directors
or of a committee of directors may be held by means of a telephonic, electronic
or other communication facility that permits all persons participating in the
meeting to communicate adequately with each other, and a director participating
in a meeting by such means is deemed to be present at that meeting.
3.10. PLACE OF MEETINGS
Meetings of directors may be held at any place within or outside of
Canada.
3.11. CALLING OF MEETINGS
Meetings of the directors shall be held at such time and place as the
Chairman of the Board, the President or any two directors may determine.
3.12. NOTICE OF MEETING
Notice of the time and place of each meeting of directors shall be
given to each director by telephone not less than 48 hours before the time of
the meeting or by written notice not less than four days before the day of the
meeting and, except as provided in the Act, need not specify the purpose of or
the business to be transacted at the meeting. Meetings of the directors may be
held at any time without notice if all the directors have waived or are deemed
to have waived notice.
3.13. FIRST MEETING OF NEW BOARD
No notice shall be necessary for the first meeting of newly-elected
directors held immediately following their election at a meeting of
shareholders.
3.14. ADJOURNED MEETING
Notice of an adjourned meeting of directors is not required if the time
and place of the adjourned meeting is announced at the original meeting.
3.15. REGULAR MEETINGS
The directors may appoint a day or days in any month or months for
regular meetings and shall designate the place and time at which such meetings
are to be held. A copy of any resolution of directors fixing the place and time
of regular meetings of the board shall be sent to each director forthwith after
being passed, and no other notice shall be required for any such regular
meeting.
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3.16. CHAIRMAN
The Chairman of the Board, or in the Chairman's absence, the Deputy
Chairman, or in their absence, the Vice-Chairman, or in the their absence, the
President, or in their absence, a Vice-President, who is a director, to be
selected on the basis of seniority amongst the other Vice-Presidents present,
who are directors, shall be the Chairman of any meeting of directors. If no such
person is present, the directors present shall choose one of their number to be
Chairman.
3.17. VOTING AT MEETINGS
Questions arising at any meeting of directors shall be decided by a
majority of votes. In the case of an equality of votes, the chair of the
meeting, in addition to the chair's original vote, shall have a second or
casting vote.
3.18. CONFLICT OF INTEREST
A director or officer who is a party to, or who is a director or
officer or is acting in a similar capacity of, or has a material interest in, a
party to a material contract or material transaction, whether entered into or
proposed, with the Corporation shall disclose the nature and extent of the
director's or officer's interest at the time and in the manner provided by the
Act.
3.19. REMUNERATION AND EXPENSES
The directors shall be paid such remuneration as the directors may from
time to time by resolution determine. The directors shall also be entitled to be
paid their travelling and other expenses properly incurred by them in going to,
attending and returning from meetings of directors or committees of directors. A
director or officer of the Corporation may be employed by or perform services
for the Corporation otherwise than as a director or officer, and may 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, and such a director,
officer, firm or body corporate may receive proper remuneration for this
employment or services.
4. COMMITTEES
4.1. COMMITTEES OF DIRECTORS
The directors may appoint from among their number one or more
committees of directors and delegate to them any of the powers of the directors
except those which under the Act a committee of directors has no authority to
exercise.
4.2. AUDIT COMMITTEE
The directors shall appoint from among their number an audit committee
composed of not fewer than three directors, a majority of whom are not officers
or employees of the Corporation or any affiliate of the Corporation. The audit
committee shall review the financial statements of the Corporation and shall
report thereon to the directors of the Corporation before such financial
statements are approved by the directors. The auditor of the Corporation is
entitled to receive notice of every meeting of the audit committee and, at the
expense of the Corporation, to attend and be heard thereat; and, if so requested
by a member of the audit committee, shall attend every meeting of the committee
held during the term of office of the auditor. The auditor of the Corporation or
any member of the audit committee may call a meeting of the committee.
4.3. TRANSACTION OF BUSINESS
Subject to section 3.9, the powers of a committee appointed by the
directors may be exercised at a meeting at which a quorum is present or by
resolution in writing signed by all members of the committee entitled to vote on
that resolution at a meeting of the committee. Meetings of a committee may be
held at any place in or outside Canada.
4.4. PROCEDURE
Unless otherwise determined by the directors, a majority of committee
members shall constitute a quorum for the transaction of business at any
committee meeting and the procedure for committee meetings shall be governed by
the provisions of this by-law that govern the meetings of directors.
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5. OFFICERS
5.1. GENERAL
The directors may from time to time appoint a Chairman of the Board, a
Deputy 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, a
Secretary, a Treasurer and such other officers as the directors may determine,
including one or more assistants to any of the officers so appointed. The
officers so appointed may but need not be members of the board of directors
except as provided in sections 5.3 and 5.4.
5.2. TERM OF OFFICE
Any officer may be removed by the directors at any time but such
removal shall not affect the rights of that officer under any contract of
employment with the Corporation. Otherwise, each officer shall hold office until
the officer's successor is appointed or until the officer's earlier resignation.
5.3. THE CHAIRMAN OF THE BOARD
The Chairman of the Board, if any, shall be appointed from among the
directors and shall, when present, be chair of meetings of shareholders and
directors and shall have such other powers and duties as the directors may
determine.
5.4. THE DEPUTY CHAIRMAN OF THE BOARD
During the absence or inability of the Chairman of the Board, the
Chairman's powers and duties shall devolve upon the Deputy Chairman of the
Board. If the Deputy 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 Deputy 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 the Deputy Chairman.
5.5. THE VICE-CHAIRMAN OF THE BOARD
During the absence or inability of the Chairman and the Deputy Chairman
of the Board, the Chairman's 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 and the Deputy 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 the Vice-Chairman.
5.6. THE 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.
5.7. VICE-PRESIDENT
A Vice-President shall have such powers and duties as the directors may
determine.
5.8. SECRETARY
The Secretary shall give, or cause to be given, all notices required to
be given to shareholders, directors, auditors and members of committees; shall
attend and be secretary of all meetings of shareholders, directors and
committees appointed by the directors and shall enter or cause to be entered in
books kept for that purpose minutes of all proceedings at such meetings; shall
be the custodian of the corporate seal of the Corporation and of all records,
books, documents and other instruments belonging to the Corporation; and shall
have such other powers and duties as the directors may determine.
5.9. TREASURER
The Treasurer shall keep proper books of account and accounting records
with respect to all financial and other transactions of the Corporation; shall
be responsible for the deposit of money, the safe-keeping of securities and the
disbursement of the funds of the Corporation; shall render to the directors when
required an account of all the
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Treasurer's transactions and of the financial position of the Corporation; and
the Treasurer shall have such other powers and duties as the directors may
determine.
5.10. OTHER OFFICERS
The powers and duties of all other officers shall be such as the terms
of their engagement call for or as the directors may determine. 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 directors otherwise
direct.
5.11. VARIATION OF DUTIES
The directors may, from time to time, vary, add to or limit the powers
and duties of any officer.
5.12. CONFLICT OF INTEREST
An officer shall disclose the officer's interest in any material
contract or material transaction, whether entered into or proposed, in
accordance with section 3.18.
5.13. AGENTS AND ATTORNEYS
The directors shall have power from time to time to appoint agents or
attorneys for the Corporation within or outside Canada with such powers
(including the power to sub-delegate) of management, administration or otherwise
as the directors may specify.
6. PROTECTION OF DIRECTORS, OFFICERS AND OTHERS
6.1. INDEMNIFICATION OF DIRECTORS AND OFFICERS
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, or in a similar capacity of another entity, and the
heirs and legal representatives of such a person to the extent permitted by the
Act.
6.2. INSURANCE
The Corporation may purchase and maintain insurance for the benefit of
any person referred to in section 6.1 to the extent permitted by the Act.
7. MEETINGS OF SHAREHOLDERS
7.1. ANNUAL MEETINGS
The annual meeting of the shareholders shall be held at the registered
office of the Corporation or at such other place within Canada as the directors
may determine, or at any place outside Canada specified in the articles of the
Corporation or agreed to by all the shareholders entitled to vote at that
meeting, at such time in each year as the directors may determine, for the
purpose of receiving the reports and statements required to be placed before the
shareholders at an annual meeting, electing directors, appointing an auditor or
auditors, and for the transaction of such other business as may properly be
brought before the meeting.
7.2. OTHER MEETINGS
The directors shall have power at any time to call a special meeting of
shareholders to be held at such place within Canada as the directors may
determine, or at any place outside Canada specified in the articles of the
Corporation or agreed to by all the shareholders entitled to vote at that
meeting, at such time as may be determined by the board of directors.
7.3. NOTICE OF MEETINGS
Notice of the time and place of a meeting of shareholders shall be
given not less than 21 days nor more than 60 days before the meeting to each
holder of shares carrying voting rights at the close of business on the record
date for notice, to each director and to the auditor of the Corporation. Notice
of a meeting of shareholders at which special business is to be transacted shall
state the nature of that business in sufficient detail to permit the shareholder
to form a reasoned judgment thereon and shall include the text of any special
resolution to be submitted to the meeting. All business transacted at a special
meeting of shareholders and all business transacted at an annual
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meeting of shareholders, except consideration of the financial statements,
auditor's report, election of directors and reappointment of the incumbent
auditor, shall be deemed to be special business.
7.4. RECORD DATE FOR NOTICE
For the purpose of determining shareholders entitled to receive notice
of a meeting of shareholders, the directors may fix in advance a date as the
record date for such determination of shareholders, but the record date shall
not precede by more than 60 days or by less than 21 days the date on which the
meeting is to be held. Where no record date is fixed, the record date for the
determination of shareholders entitled to receive notice of a meeting of
shareholders shall be at the close of business on the day immediately preceding
the day on which the notice is given, or, if no notice is given, shall be the
day on which the meeting is held. If a record date is fixed, unless notice of
the record date is waived in writing by every holder of a share of the class or
series affected whose name is set out in the securities register at the close of
business on the day the directors fix the record date, notice thereof shall be
given, not less than seven days before the date so fixed, by advertisement in a
newspaper published or distributed in the place where the Corporation has its
registered office and in each place in Canada where it has a transfer agent or
where a transfer of its shares may be recorded and by written notice to each
stock exchange in Canada on which the shares of the Corporation are listed for
trading.
7.5. RECORD DATE FOR VOTING
For the purpose of determining shareholders entitled to vote at a
meeting of shareholders, the directors may fix in advance a date as the record
date for such determination of shareholders, but the record date shall not
precede by more than 60 days or by less than 21 days the date on which the
meeting is to be held. If a record date is fixed, unless notice of the record
date is waived in writing by every holder of a share of the class or series
affected whose name is set out in the securities register at the close of
business on the day the directors fix the record date, notice thereof shall be
given, not less than seven days before the date so fixed, by advertisement in a
newspaper published or distributed in the place where the Corporation has its
registered office and in each place in Canada where it has a transfer agent or
where a transfer of its shares may be recorded and by written notice to each
stock exchange in Canada on which the shares of the Corporation are listed for
trading.
7.6. PERSONS ENTITLED TO BE PRESENT
The only persons entitled to be present at a meeting of shareholders
shall be those entitled to vote thereat, the directors, the auditor and other
persons who are entitled or required under any provision of the Act or the
articles or by-laws of the Corporation to attend a meeting of shareholders of
the Corporation. Any other person may be admitted only on the invitation of the
chair of the meeting or with the consent of the meeting.
7.7. CHAIRMAN
The Chairman of the Board, or in the Chairman's absence, the Deputy
Chairman, or in their absence, the Vice-Chairman, or in their absence, the
President, or in their absence a Vice-President who is a director shall be the
Chairman. If no such officer is present within 15 minutes from the time fixed
for holding the meeting, a person chosen by a vote at the meeting shall be the
Chairman of meetings of shareholders.
7.8. SCRUTINEERS
At each meeting of shareholders one or more scrutineers, who need not
be shareholders, may be appointed by a resolution or by the chair with the
consent of the meeting.
7.9. QUORUM
Two persons present in person and each being entitled to vote thereat
shall constitute a quorum for the transaction of business at any meeting of
shareholders.
7.10. RIGHT TO RECEIVE NOTICE
The Corporation shall prepare a list of shareholders entitled to
receive notice of a meeting, arranged in alphabetical order and showing the
number of shares held by each shareholder, which list shall be prepared,
7.10.1. if a record date for notice is fixed under section 7.4, not
later than ten days after that record date; and
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7.10.2. if no record date for notice is fixed under section 7.4, on
the record date for notice established under section 7.4.
7.11. RIGHT TO VOTE
The Corporation shall prepare a list of shareholders entitled to vote
at a meeting, arranged in alphabetical order and showing the number of shares
held by each shareholder, which list shall be prepared,
7.11.1. if a record date for voting is fixed under section 7.5, not
later than ten days after that record date; and
7.11.2. if no record date for voting is fixed, not later than 10 days
after the record date for notice fixed under section 7.4 or, if no
record date for notice was so fixed, then not later than the record
date for notice established under section 7.4, and in both cases the
list shall be prepared as of the record date for notice.
A shareholder whose name appears in the list prepared under this
section 7.11 is entitled to vote the shares shown opposite that shareholder's
name at the meeting to which the list relates.
7.12. JOINT SHAREHOLDERS
Where two or more persons hold shares jointly, one of those holders
present at a meeting of shareholders may in the absence of the others vote the
shares, but if two or more of those persons are present, in person or by proxy,
they shall vote as one on the shares jointly held by them.
7.13. REPRESENTATIVES
Where a body corporate or association is a shareholder of the
Corporation, the Corporation shall recognize any individual authorized by a
resolution of the directors or governing body of the body corporate or
association to represent it at meetings of shareholders of the Corporation. An
individual so authorized may exercise on behalf of the body corporate or
association the individual represents all the powers it could exercise if it
were an individual shareholder.
7.14. EXECUTORS AND OTHERS
An executor, administrator, committee of a mentally incompetent person,
guardian or trustee and, where a corporation is such executor, administrator,
committee, guardian or trustee of a testator, intestate, mentally incompetent
person, ward or cestui que trust, any duly appointed representative of such
corporation, upon filing with the secretary of the meeting sufficient proof of
the person's appointment, shall represent the shares in the person's or its
hands at all meetings of shareholders of the Corporation and may vote
accordingly as a shareholder in the same manner and to the same extent as the
shareholder of record. If there be more than one executor, administrator,
committee, guardian or trustee, the provisions of this by-law respecting joint
shareholders shall apply.
7.15. PROXYHOLDERS
Every shareholder entitled to vote at a meeting of shareholders may by
means of a proxy appoint a proxyholder or one or more alternate proxyholders,
who need not be shareholders, as the shareholder's nominee to attend and act at
the meeting in the manner, to the extent and with the authority conferred by the
proxy. A proxyholder or an alternative proxyholder has the same rights as the
shareholder who appointed the proxyholder to speak at a meeting of shareholders
in respect of any matter, to vote by way of ballot at the meeting and, except
where a proxyholder or an alternative proxyholder has conflicting instructions
from more than one shareholder, to vote at such meeting in respect of any matter
by way of any show of hands. A proxy shall be executed by the shareholder or the
shareholder's attorney authorized in writing or, if the shareholder is a body
corporate, by an officer or attorney thereof duly authorized and shall be valid
only at the meeting in respect of which it is given or any adjournment thereof.
A proxy shall be in such form as may be prescribed from time to time by the
directors or in such other form as the chair of the meeting may accept and as
complies with all applicable laws and regulations.
7.16. TIME FOR DEPOSIT OF PROXIES
The directors may by resolution fix a time not exceeding forty-eight
hours, excluding Saturdays and holidays, preceding any meeting or adjourned
meeting of shareholders before which time proxies to be used at that meeting
must be deposited with the Corporation or an agent thereof, and any period of
time so fixed shall be specified in the notice calling the meeting.
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7.17. VOTES TO GOVERN
Subject to the Act and the articles of the Corporation, at all meetings
of shareholders every question shall be decided, either on a show of hands (or
its functional equivalent) or by ballot, by a majority of the votes cast on the
question. In case of an equality of votes, the chair of the meeting shall have a
second or casting vote.
7.18. ELECTRONIC MEETINGS AND VOTING
If the directors call a meeting of shareholders, they may determine
that the meeting of shareholders shall be held entirely by means of a
telephonic, electronic or other communication facility that permits all
participants to communicate adequately with each other during the meeting, and
any vote at that meeting of shareholders shall be held entirely by means of that
communication facility. A meeting of shareholders may also be held at which
some, but not all, persons entitled to attend may participate and vote by means
of such a communication facility, if the Corporation makes one available. A
person participating in a meeting by such means is deemed to be present at the
meeting. Any vote at a meeting of shareholders may be also held entirely by
means of a telephonic, electronic or other communication facility, if the
Corporation makes one available, even if none of the persons entitled to attend
otherwise participates in the meeting by means of a communication facility. For
the purpose of voting, a communication facility that is made available by the
Corporation must enable the votes to be gathered in a manner that permits their
subsequent verification and permits the tallied votes to be presented to the
Corporation without it being possible for the Corporation to identify how each
shareholder or group of shareholders voted.
7.19. SHOW OF HANDS
Voting at a meeting of shareholders shall be by show of hands, or the
functional equivalent of a show of hands by means of electronic, telephonic or
other communication facility, except where a ballot is demanded by a
shareholder or proxyholder entitled to vote at the meeting or where required by
the chair. A ballot may be demanded either before or after any vote by show of
hands, or its functional equivalent. Upon a show of hands, or its functional
equivalent, every person who is present and entitled to vote shall have one
vote. Whenever a vote by show of hands, or its functional equivalent, shall have
been taken upon a question, unless a ballot thereon be required or demanded, an
entry in the minutes of a meeting of shareholders to the effect that the chair
declared a motion to be carried is admissible in evidence as prima facie proof
of the fact without proof of the number or proportion of the votes recorded in
favour of or against the motion. A demand for a ballot may be withdrawn at any
time prior to taking of a poll on the ballot.
7.20. BALLOTS
If a ballot is demanded or required, the vote upon the question shall
be taken in such manner as the chair of the meeting shall direct, or as provided
by the electronic, telephonic or other communication facility through which
votes may be cast. Each person present and entitled to vote at the meeting
shall, unless the articles of the Corporation otherwise provide, be entitled to
one vote for each share in respect of which that person is entitled to vote at
the meeting.
7.21. ADJOURNMENT
The chair of any meeting of shareholders may, with the consent of the
meeting and subject to such conditions as the meeting may decide, adjourn the
same from time to time and from place to place. If a meeting of shareholders is
adjourned for less than thirty days it is not necessary to give notice of the
adjourned meeting other than by announcement at the earliest meeting that is
adjourned. If a meeting of shareholders is adjourned by one or more adjournments
for an aggregate of thirty days or more, notice of the adjourned meeting shall
be given as for an original meeting. Any business may be brought before or dealt
with at any adjourned meeting which might have been brought before or dealt with
at the original meeting in accordance with the notice calling such original
meeting.
7.22. RESOLUTION IN LIEU OF MEETING
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 shareholders except where a written statement in respect
thereof has been submitted by a director or where representations in writing are
submitted by the auditor of the Corporation, in either case, in accordance with
the Act.
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8. SHARES
8.1. ISSUE
Subject to the Act and the articles of the Corporation, shares of the
Corporation may be issued at such times and to such persons and for such
consideration as the directors may determine, provided that no shares may be
issued until it is fully paid as provided in the said Act.
8.2. COMMISSIONS
The directors may authorize the Corporation to pay a reasonable
commission to any person in consideration of the person purchasing or agreeing
to purchase shares of the Corporation from the Corporation or from any other
person, or procuring or agreeing to procure purchasers for any such shares.
8.3. SHARE CERTIFICATE
Every shareholder is entitled at the shareholder's option to a share
certificate in respect of the shares held by the shareholder that complies with
the Act or to a non-transferable written acknowledgement ("written
acknowledgement") of the shareholder's right to obtain a share certificate from
the Corporation in respect of the shares of the Corporation held by the
shareholder, but the Corporation is not bound to issue more than one share
certificate or written acknowledgement in respect of a share or shares held
jointly by several persons and delivery of a share certificate or written
acknowledgement to one of several joint holders is sufficient delivery to all.
Written acknowledgements shall be in such form or forms as the directors shall
from time to time by resolution determine. The Corporation may charge a fee in
accordance with the Act for a share certificate issued in respect of a transfer.
Subject to the provisions of the Act and to the requirements of any stock
exchange on which shares of the Corporation may be listed, share certificates
shall be in such form or forms as the directors shall from time to time approve.
Unless otherwise determined by the directors, share certificates shall be signed
by the Chairman of the Board or the President and by the Secretary or an
Assistant Secretary and need not be under the corporate seal and certificates
for shares in respect of which a transfer agent and/or registrar has been
appointed shall not be valid unless countersigned on behalf of such transfer
agent and/or registrar. Share certificates shall be signed manually, or
signatures shall be printed or otherwise mechanically reproduced on the
certificate, and shall include the signature of at least one director or officer
of the Corporation or by or on behalf of a registrar, transfer agent or branch
transfer agent of the Corporation. If a share certificate contains a printed or
mechanically reproduced signature of a person, the Corporation may issue the
share certificate, even though the person has ceased to be a director or an
officer of the Corporation, and the share certificate is as valid as if the
person were a director or an officer at the date of its issue.
8.4. TRANSFER AGENTS AND REGISTRARS
For each class of shares issued by it, the Corporation may appoint one
or more agents to keep the securities register and the register of transfers and
one or more branch registers. Such an agent may be designated as a transfer
agent or registrar according to functions and one agent may be designated both
transfer agent and registrar. The securities register, the register of transfers
and the branch register or registers (the "registers") shall be kept at the
registered office of the Corporation or at such other place inside or outside
Canada designated by the directors. If the registers are kept outside Canada,
the Corporation will make them available for inspection in compliance with the
Act.
8.5. TRANSFER OF SHARES
Subject to the Act, no transfer of a share shall be registered except
upon presentation of the certificate representing such share with an endorsement
which complies with the Act, together with such reasonable assurance that the
endorsement is genuine and effective as the directors may prescribe, upon
payment of all applicable taxes and fees and upon compliance with the articles
of the Corporation.
8.6. NON-RECOGNITION OF TRUST
Subject to the Act, the Corporation may treat the registered holder of
any share as the person exclusively entitled to vote, to receive notices, to
receive any dividend or other payment in respect of the share, and to exercise
all the rights and powers of an owner of the share.
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8.7. REPLACEMENT OF SHARE CERTIFICATES
Where the owner of a share certificate claims that the share
certificate has been lost, apparently destroyed or wrongfully taken, the
Corporation shall issue or cause to be issued a new certificate in place of the
original certificate if the owner (i) so requests before the Corporation has
notice that the share certificate has been acquired by a bona fide purchaser,
(ii) files with the Corporation an indemnity bond sufficient in the
Corporation's opinion to protect the Corporation and any transfer agent,
registrar or other agent of the Corporation from any loss that it or any of them
may suffer by complying with the request to issue a new share certificate; and
(iii) satisfies any other reasonable requirements imposed from time to time by
the Corporation.
9. DIVIDENDS AND RIGHTS
9.1. DECLARATION OF DIVIDENDS
Subject to the Act, the directors may from time to time declare
dividends payable to the shareholders according to their respective rights and
interest in the Corporation.
9.2. CHEQUES
A dividend payable in money shall be paid by cheque 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 the address of such holder in the Corporation's securities register, unless
such holder otherwise directs. In the case of joint holders the cheque shall,
unless such joint holders otherwise direct, be made payable to the order of all
such joint holders and mailed to them at their address in the Corporation's
securities register. 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.
9.3. 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
directors may from time to time prescribe, whether generally or in any
particular case.
9.4. RECORD DATE FOR DIVIDENDS AND RIGHTS
The directors may fix in advance a date, preceding by not more than 60
days, the date for payment of any dividend or the date for the issue of any
warrant or other evidence of the right to subscribe for securities of the
Corporation, as a record date for the determination of the persons entitled to
receive payment of such dividend or to exercise the right to subscribe for such
securities, and notice of any such record date shall be given not less than
seven days before such record date in the manner provided by the Act. If no
record date is so fixed, the record date for the determination of the persons
entitled to receive payment of any dividend or to exercise the right to
subscribe for securities of the Corporation shall be at the close of business on
the day on which the resolution relating to such dividend or right to subscribe
is passed by the directors.
9.5. UNCLAIMED DIVIDENDS
Any dividend unclaimed after a period of six years from the date on
which the same has been declared to be payable shall be forfeited and shall
revert to the Corporation.
10. NOTICES
10.1. GENERAL
A notice or document required by the Act, the regulations thereunder,
the articles or the by-laws of the Corporation to be sent to a shareholder or
director of the Corporation may be sent by prepaid mail addressed to, or may be
delivered personally to, the shareholder or director at the shareholder's or
director's latest address as shown in the records of the Corporation. A notice
or document if mailed to a shareholder or director of the Corporation shall be
deemed to have been received at the time it would be delivered in the ordinary
course of mail unless there
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are reasonable grounds for believing that the shareholder or director did not
receive the notice or the document at that time or at all.
10.2. ELECTRONIC DELIVERY
Provided the addressee has consented in writing or electronically in
accordance with the Act and the regulations thereunder, the Corporation may
satisfy the requirement to send any notice or document referred to in section
10.1 by creating and providing an electronic document in compliance with the Act
and the regulations under the Act. An electronic document is deemed to have been
received when it enters the information system designated by the addressee or,
if the document is posted on or made available through a generally accessible
electronic source, when the addressee receives notice in writing of the
availability and location of that electronic document, or, if such notice is
sent electronically, when it enters the information system designated by the
addressee.
10.3. UNDELIVERED NOTICES
If the Corporation sends a notice or document to a shareholder in
accordance with this section and the notice or document is returned on two
consecutive occasions because the shareholder cannot be found, the Corporation
is not required to send any further notices or documents to the shareholder
until the shareholder informs the Corporation in writing of the shareholder's
new address.
10.4. COMPUTATION OF TIME
In computing the time when a notice or document must be given or sent
under any provision requiring a specified number of days' notice of any meeting
or other event, the day on which the notice or document is given or sent shall
be excluded and the day on which the meeting or other event occurs shall be
included.
10.5. OMISSION AND ERRORS
The accidental omission to give any notice or send any document to any
shareholder, director or other person or the non-receipt of any notice or
document by any shareholder, director or other person or any error in any notice
or document not affecting the substance thereof shall not invalidate any action
taken at any meeting held pursuant to such notice or otherwise founded on such
notice or document.
10.6. NOTICE TO JOINT SHAREHOLDERS
All notices or documents with respect to any shares registered in more
than one name may, if more than one address appears on the securities register
of the Corporation in respect of such joint holding, be given to such joint
shareholders at the first address so appearing, and all notices so given or
documents so sent shall be sufficient notice to all the holders of such shares.
10.7. PROOF OF SERVICE
A certificate of the Secretary or other duly authorized officer of the
Corporation, or of any agent of the Corporation, as to facts in relation to the
mailing or delivery or sending of any notice or document to any shareholder or
director of the Corporation or to any other person or publication of any such
notice or document, shall be conclusive evidence thereof and shall be binding on
every shareholder or director or other person as the case may be.
10.8. SIGNATURE TO NOTICE
The signature to any notice or document given by the Corporation, if
not in electronic form, may be printed or otherwise mechanically reproduced
thereon or partly printed or otherwise mechanically reproduced thereon.
10.9. WAIVER OF NOTICE
Notice may be waived or the time for the sending of a notice or
document may be waived or abridged at any time with the consent in writing of
the person entitled thereto. Attendance of any director at a meeting of the
directors or of any shareholder at a meeting of shareholders is a waiver of
notice of such meeting, except where the director or shareholder attends for the
express purpose of objecting to the transaction of any business on the grounds
that the meeting is not lawfully called.
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11. BUSINESS OF THE CORPORATION
11.1. VOTING SHARES AND SECURITIES IN OTHER CORPORATIONS
All of the shares or other securities carrying voting rights of any
other body corporate or bodies corporate held from time to time by the
Corporation may be voted at any and all meetings of holders of such securities
of such other body corporate or bodies corporate in such manner and by such
person or persons as the directors of the Corporation shall from time to time
determine or failing such determination the proper signing officers of the
Corporation may also from time to time execute and deliver for and on behalf of
the Corporation instruments of proxy and arrange for the issue of voting
certificates and other evidence of the right to vote in such names as they may
determine.
11.2. BANK ACCOUNTS, CHEQUES, DRAFTS AND NOTES
The Corporation's bank accounts shall be kept in such chartered bank or
banks, trust company or trust companies or other firm or corporation carrying on
a banking business as the directors may by resolution from time to time
determine. Cheques on bank accounts, drafts drawn or accepted by the
Corporation, promissory notes given by it, acceptances, bills of exchange,
orders for the payment of money and other instruments of a like nature may be
made, signed, drawn, accepted or endorsed, as the case may be, on behalf of the
Corporation (i) by any 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, person or
persons as the directors may by resolution from time to time name for that
purpose. Cheques, promissory notes, bills of exchange, orders for the payment of
money and other negotiable paper may be endorsed for deposit to the credit of
any one of the Corporation's bank accounts by such officer or officers, person
or persons, as the directors may by resolution from time to time name for that
purpose, or they may be endorsed for such deposit by means of a stamp bearing
the Corporation's name.
11.3. EXECUTION OF INSTRUMENTS
The Chairman of the Board, the Deputy Chairman of the Board, the
Vice-Chairman of the Board, the President, a Vice-President or any director,
together with the Secretary, the Controller, the Treasurer, Assistant Secretary,
Assistant Treasurer or any other director, shall have authority to sign in the
name and on behalf of the Corporation all instruments in writing and any
instruments in writing so signed shall be binding upon the Corporation without
any further authorization or formality. The board of directors shall have power
from time to time by resolution to appoint any other officer or officers or any
person or persons on behalf of the Corporation either to sign instruments in
writing generally or to sign specific instruments in writing. Any signing
officer may affix the corporate seal to any instrument requiring the same. The
term "instruments in writing" as used herein shall, without limiting the
generality thereof, include contracts, documents, powers of attorney, deeds,
mortgages, hypothecs, charges, conveyances, transfers and assignments of
property (real or personal, immovable or movable), agreements, tenders,
releases, receipts and discharges for the payment of money or other obligations,
conveyances, transfers and assignments of shares, stocks, bonds, debentures or
other securities, instruments of proxy and all paper writing.
11.4. FISCAL YEAR
Until changed by resolution of the directors the fiscal year of the
Corporation shall terminate on the last day of December in each year.
12. INTERPRETATION
12.1. GENERAL
In this by-law, wherever the context requires or permits, the singular
shall include the plural and the plural the singular, the word "person" shall
include firms and corporations, and masculine gender shall include the feminine
and neuter genders. Wherever reference is made to any determination or other
action by the directors such shall mean determination or other action by or
pursuant to a resolution passed at a meeting of the directors, or by or pursuant
to a resolution consented to by all the directors as evidenced by their
signatures thereto. Wherever reference is made to the "Canada Business
Corporations Act" or the "Act", it shall mean the Canada Business Corporations
Act, R.S.C. 1985, c. C-44 and every other act or statute incorporated therewith
or amending the same,
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or any act or statute substituted therefor. Unless the context otherwise
requires, all words used in this by-law shall have tie meanings given to such
words in the Act.
12.2. COMING INTO FORCE
This "by-law shall come into force on the date of its confirmation by
the shareholders in accordance with the Act.
12.3. REPEAL OF PREVIOUS BY-LAWS
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.
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