BY-LAW NO. 1
A by-law relating generally to
the transaction of the business
and affairs of
3D SEA II LTD.
DIRECTORS
1. Calling of and notice of meetings Meetings of the board will be held on
such day and at such time and place as the President or Secretary of the
Corporation may determine. Notice of meetings of the board will be given to each
director not less than 48 hours before the time when the meeting is to be held.
Each newly elected board may without notice hold its first meeting for the
purposes of organization and the appointment of officers immediately following
the meeting of shareholders at which such board was elected.
2. Place of meetings Meetings of the board may be held at any place within
or outside Ontario and in any financial year of the Corporation it will not be
necessary for a majority of the meetings of the board to be held at a place
within Canada.
3. Votes to govern At all meetings of the board every question will be
decided by a majority of the votes cast on the question; and in case of an
equality of votes the chair of the meeting will not be entitled to a second or
casting vote.
4. Interest of directors and officers generally in contracts No director
or officer will be disqualified by his or her office from contracting with the
Corporation nor will any contract or arrangement entered into by or on behalf of
the Corporation with any director or officer or in which any director or officer
is in any way interested be liable to be voided nor will any director or officer
so contracting or being so interested be liable to account to the Corporation
for any profit realized by any such contract or arrangement by reason of such
director or officer holding that office or of the fiduciary relationship thereby
established provided that, in each case, the director or officer has complied
with the provisions of the Business Corporations Act.
SHAREHOLDERS' MEETINGS
5. Quorum At any meeting of shareholders a quorum will be 1 person present
in person or by telephonic or electronic means and each entitled to vote at the
meeting and holding or representing by proxy not less than 51% of the votes
entitled to be cast at the meeting.
6. Casting vote In the case of an equality of votes at any meeting of
shareholders the chair of the meeting will not be entitled to a second or
casting vote.
7. Meetings by telephonic or electronic means A meeting of the
shareholders may be held by telephonic or electronic means.
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8. Postponement or cancellation of meetings A meeting of shareholders may
be postponed or cancelled by the board at any time prior to the date of the
meeting.
9. Procedures at meetings The board may determine the procedures to be
followed at any meeting of shareholders including, without limitation, the rules
of order. Subject to the foregoing, the chair of a meeting may determine the
procedures of the meeting in all respects.
INDEMNIFICATION
10. Indemnification of directors and officers The Corporation will
indemnify a director or officer of the Corporation, a former director or officer
of the Corporation 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 or her heirs and legal representatives to the
extent permitted by the Business Corporations Act.
11. Indemnity of others Except as otherwise required by the Business
Corporations Act and subject to paragraph 10, the Corporation may from time to
time indemnify and save harmless any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation) by reason of the
fact that he or she is or was an employee or agent of the Corporation, or is or
was serving at the request of the Corporation as a director, officer, employee,
agent of or participant in another body corporate, partnership, trust, joint
venture or unincorporated association or organization, against expenses
(including legal fees), judgments, fines and any amount actually and reasonably
incurred by him or her in connection with such action, suit or proceeding if he
or she acted honestly and in good faith with a view to the best interests of the
Corporation or, as the case may be, to the best interests of the other entity
for which he or she served at the Corporation's request and, with respect to any
criminal or administrative action or proceeding that is enforced by a monetary
penalty, had reasonable grounds for believing that his or her conduct was
lawful. The termination of any action, suit or proceeding by judgment, order,
settlement or conviction will not, of itself, create a presumption that the
person did not act honestly and in good faith with a view to the best interests
of the Corporation or other entity and, with respect to any criminal or
administrative action or proceeding that is enforced by a monetary penalty, had
no reasonable grounds for believing that his or her conduct was lawful.
12. Right of indemnity not exclusive The provisions for indemnification
contained in the by-laws of the Corporation will not be deemed exclusive of any
other rights to which any person seeking indemnification may be entitled under
any agreement, vote of shareholders or directors or otherwise, both as to action
in his or her official capacity and as to action in another capacity, and will
continue as to a person who has ceased to be a director, officer, employee or
agent and will inure to the benefit of that person's heirs and legal
representatives.
13. No liability of directors or officers for certain matters To the extent
permitted by law, no director or officer for the time being of the Corporation
will be liable for the acts, receipts,
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neglects or defaults of any other director or officer or employee or for joining
in any receipt or 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 the Corporation or 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 will 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 other assets belonging to the Corporation will be lodged or deposited or for
any loss, conversion, misapplication or misappropriation of or any damage
resulting from any dealings with any moneys, securities or other assets
belonging to the Corporation or for any other loss, damage or misfortune
whatever which may happen in the execution of the duties of his or her
respective office or trust or in relation thereto unless the same will happen by
or through his or her failure to act honestly and in good faith with a view to
the best interests of the Corporation and in connection therewith to exercise
the care, diligence and skill that a reasonably prudent person would exercise in
comparable circumstances. If any director or officer of the Corporation is
employed by or performs services for the Corporation otherwise than as a
director or officer or is 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 that the person is a director or officer of the
Corporation will not disentitle such director or officer or such firm or body
corporate, as the case may be, from receiving proper remuneration for such
services.
BANKING ARRANGEMENTS, CONTRACTS, ETC.
14. Banking arrangements The banking business of the Corporation, or any
part thereof, will be transacted with such banks, trust companies or other
financial institutions as the board may designate, appoint or authorize from
time to time and all such banking business, or any part thereof, will be
transacted on the Corporation's behalf by one or more officers or other persons
as the board may designate, direct or authorize from time to time.
15. Execution of instruments Contracts, documents or instruments in writing
requiring execution by the Corporation will be signed by hand by any two
persons, each of whom is an officer or director of the Corporation (whether
under the corporate seal of the Corporation, if any, or otherwise) and all
contracts, documents or instruments in writing so signed will be binding upon
the Corporation without any further authorization or formality. The board is
authorized from time to time by resolution
(a) to appoint any officer or any other person on behalf of the
Corporation to sign by hand (whether under the corporate seal
of the Corporation, if any, or otherwise) and deliver either
contracts, documents or instruments in writing generally or to
sign either by hand or by facsimile or mechanical signature or
otherwise (whether under the corporate seal of the
Corporation, if any, or otherwise) and deliver specific
contracts, documents or instruments in writing, and
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(b) to delegate to any two officers of the Corporation the powers
to designate, direct or authorize from time to time in writing
one or more officers or other persons on the Corporation's
behalf to sign either by hand or by facsimile or mechanical
signature or otherwise (whether under the corporate seal of
the Corporation, if any, or otherwise) and deliver contracts,
documents or instruments in writing of such type and on such
terms and conditions as such two officers see fit.
Contracts, documents or instruments in writing that are to be signed by hand may
be signed electronically. The term "contracts, documents or instruments in
writing" as used in this by-law includes without limitation deeds, mortgages,
charges, conveyances, powers of attorney, transfers and assignments of property
of all kinds (including specifically but without limitation transfers and
assignments of shares, warrants, bonds, debentures or other securities), proxies
for shares or other securities and all paper writings.
MISCELLANEOUS
16. Invalidity of any provisions of this by-law The invalidity or
unenforceability of any provision of this by-law will not affect the validity or
enforceability of the remaining provisions of this by-law.
17. Omissions and errors The accidental omission to give any notice to any
shareholder, director, officer or auditor or the non-receipt of any notice by
any shareholder, director, officer or auditor or any error in any notice not
affecting its substance will not invalidate any action taken at any meeting to
which the notice related or otherwise founded on the notice.
INTERPRETATION
18. Interpretation In this by-law and all other by-laws of the Corporation
words importing the singular number only include the plural and vice versa;
words importing any gender include all genders; words importing persons include
individuals, corporations, limited and unlimited liability companies, general
and limited partnerships, associations, trusts, unincorporated organizations,
joint ventures and governmental authorities; "board" means the board of
directors of the Corporation; "Business Corporations Act" means the Business
Corporations Act, R.S.O. 1990, c. B.16 as from time to time amended, re-enacted
or replaced; terms that are not otherwise defined in this by-law have the
meanings attributed to them in the Business Corporations Act; and "meeting of
shareholders" means an annual meeting of shareholders or a special meeting of
shareholders.
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RESOLVED that the foregoing By-law No. 1 is made a by-law of the
Corporation.
The undersigned, being the sole director of 3D SEA II LTD., signs the
foregoing resolution.
DATED as of March 30, 2004.
/s/ G. Mary Ruby
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G. Mary Ruby
RESOLVED that the foregoing By-law No. 1 of the by-laws of the
Corporation is confirmed.
The undersigned, being the sole shareholder of 3D SEA II LTD., signs
the foregoing resolution.
DATED as of March 30, 2004.
IMAX CORPORATION
Per:
Kathryn Gamble
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Vice-President, Finance
and Controller