Exhibit 3.3
BY-LAW NO. 1
A BY-LAW RELATING GENERALLY TO THE TRANSACTION OF
THE BUSINESS AND AFFAIRS OF
PLC SYSTEMS INC.
(THE "CORPORATION")
CONTENTS:
1. Interpretation
2. Business of the Corporation
3. Borrowing and Securities
4. Directors
5. Committees
6. Officers
7. Protection of Directors, Officers and Others
8. Shares
9. Dividends and Rights
10. Meetings of Shareholders
11. Division and Departments
12. Notices
BE IT ENACTED as a By-Law of the Corporation as follows:
SECTION ONE
INTERPRETATION
1.01 DEFINITIONS - in the By- Laws of the Corporation, unless the context
otherwise requires:
"ACT" means the BUSINESS CORPORATIONS ACT, and any statute that may be
substituted therefore, as from time to time amended; marginal references to
sections of the Act herein are not made for the purpose of modifying or
affecting the meaning of any provision of this By-Law in any way but are
inserted only for the purpose of directing attention to provisions of the Act
which may be regarded as relevant;
"APPOINT" includes "ELECT" and vice versa;
"ARTICLES" means the Articles attached to the Certificate of Continuance dated
the 12th day of March, 1999 of the Corporation as from time to time amended or
restated;
"BOARD" means the Board of Directors of the Corporation;
"BY-LAWS" means this By-Law and all other By-Laws of the Corporation from time
to time in force and effect relating to transaction of business and affairs of
the Corporation in addition hereto, or in amendment hereof or in substitution
for all or any part of this ByLaw;
"CORPORATION" means the Corporation incorporated by Certificate of Continuance
under the Act and named: PLC SYSTEMS INC.
"MEETING OF SHAREHOLDERS" includes an annual meeting of Shareholders and a
Special Meeting of Shareholders; "Special Meeting of Shareholders" includes both
a meeting of any class or classes acting separately from any other class or
classes and also a meeting, other than an annual meeting, of all Shareholders
entitled to vote at any annual meeting of Shareholders;
"NON-BUSINESS DAY" means Saturday, Sunday and any other day that is a holiday as
defined in the INTERPRETATION ACT (CANADA) or the INTERPRETATION ACT (YUKON);
"PROHIBITED CORPORATE SHAREHOLDER" means a corporation prohibited from holding
shares in itself or its holding body corporate or a subsidiary corporation
prohibited from holding shares in its parent corporation pursuant to the Act and
not exempted from such prohibited shareholdings by Virtue of the Act;
"RECORDED ADDRESS" means in the case of a Shareholder his address as recorded in
the securities register, and in the case of joint Shareholders the address
appearing in the securities register in respect of such joint holdings
determined under Section 8.09; and in the case of a Director, Officer, auditor
or member of a Committee of Directors, his latest address as recorded in the
records of the Corporation; save as aforesaid, words and expressions defined in
the Act have the
Same meaning when used herein; and words importing the singular number include
the plural and vice versa; words importing gender include the masculine,
feminine and neuter genders; and words importing persons include individuals,
bodies corporate, partnerships, trusts and unincorporated organizations.
SECTION TWO
BUSINESS OF THE CORPORATION
2.01 REGISTERED OFFICE - Until changed in accordance with the Act, the
registered office of the Corporation shall be at the City of Whitehorse, in the
Yukon Territory, and at such location therein as the Board may from time to time
determine.
2.02 CORPORATE SEAL - Until changed by the Board, the corporate seal of the
Corporation and any facsimiles thereof adopted by the Board for use in
jurisdictions outside the Yukon Territory shall be in the form approved by the
Directors.
2.03 FINANCIAL YEAR - The financial year of the Corporation shall end on the day
in each year that is established by the Board.
2.04 EXECUTION OF INSTRUMENTS - Deeds, transfers, assignments, contracts,
obligations, certificates and other instruments required by law or otherwise by
these By-Laws or any resolution of the Board or Shareholders of the Corporation
to be executed under corporate seal may be signed on behalf of the Corporation
by any one or more persons each of which is either a Director of the Corporation
or a person who holds the office of Chief Executive Officer, Chairman of the
Board, President, Managing Director, Vice-President, Secretary, Treasurer,
Assistant Secretary, Assistant Treasurer or any other office created by by-law
or by resolution of the Board. Notwithstanding the foregoing, the Board may from
time to time direct the manner in which and the person or persons by whom any
particular instrument or class of instruments may or shall be signed or sealed.
Any one Officer may affix the corporate seal to any instrument requiring the
same.
2.05 BANKING ARRANGEMENTS - The banking business of the Corporation including,
without limitation, the borrowing of money and the giving of security therefore,
shall be transacted with such banks, trust companies or other bodies corporate
or organizations as may from time to time be designated by or under the
authority of the Board. Such banking business or any part thereof shall be
transacted under such agreements, instructions and delegations of powers as the
Board may from time to time by resolution prescribe or authorize.
2.06 VOTING RIGHTS IN OTHER BODIES CORPORATE - Any one of the Officers of the
Corporation may execute and deliver proxies and arrange for the issuance of
voting certificates or other evidence of the right to exercise the voting rights
attaching to any securities held by the Corporation. Such instruments,
certificates or other evidence shall be in favor of such person or persons as
may be determined by the Officers executing such proxies or arranging for the
issuance of voting certificates or such other evidence of the right to exercise
such voting rights.
In addition the Board may from time to time direct the manner in which and the
person or persons by whom any particular voting rights or class of voting rights
may or shall be exercised.
2.07 WITHHOLDING INFORMATION FROM SHAREHOLDERS - Subject to the provisions of
the Act, no Shareholder shall be entitled to discovery of any information
respecting any details or conduct of the Corporation's business which, in the
opinion of the Board, would not be in the best interests of the Shareholders or
the Corporation to communicate to the public. The Board may from time to time
determine whether and to what extent and at what time and place and under what
conditions or regulations the accounts, records and documents of the Corporation
or any of them shall be open to the inspection of Shareholders and no
Shareholder shall have any right of inspecting any account, record or document
of the Corporation except as conferred by the Act or authorized by the Board or
by resolution passed at a general meeting of Shareholders,
2.08 MECHANICAL REPRODUCTION OF SIGNATURES - The signature of any officer of the
Corporation may, if authorized by the Board, be printed, lithographed, engraved
or otherwise mechanically reproduced upon all instruments executed or issued by
the Corporation or any officer thereof; and any instrument on which the
signature of any such person is so reproduced, shall subject to Section 2.04
hereof be deemed to have been manually signed by such person whose signature is
so reproduced and shall be as valid to all intents and purposes as if such
instrument had been signed manually, and notwithstanding that the person whose
signature is so reproduced may have ceased to hold office at the date of the
delivery or issue of such instrument. The term "instrument" as used in this
Section shall include deeds, mortgages, hypothecs, charges, conveyances,
transfers and assignments of property, real or personal, agreements, releases,
receipts and discharges for the payment of money or other obligations,
certificates of the Corporation's shares, share warrants of the Corporation,
bonds, debentures and other debt obligations of the Corporation, and all paper
writings.
SECTION THREE
BORROWING AND SECURITIES
3.01 BORROWING POWER - Without limiting the borrowing powers of the Corporation
as set forth in the Act, the Board is authorized from time to time:
(a) to borrow money upon the credit of the Corporation in such amounts and
on such terms as may be deemed expedient by obtaining loans or advances
or by way of overdraft or otherwise;
(b) to issue, re-issue, sell or pledge bonds, debentures, notes or other
evidence of indebtedness or guarantees of the Corporation, whether
secured or unsecured for such sums and at such prices as may be deemed
expedient;
(c) subject to the Act, to issue guarantees on behalf of the Corporation to
secure the performance of the obligations of any person; and
(d) to charge, mortgage, hypothecate, pledge or otherwise create a security
interest in all or any currently owned or subsequently acquired real or
personal, movable or immovable, property and undertaking of the
Corporation, including book debts, rights, powers and franchises for
the purpose of securing any such bonds, debentures, notes or other
evidences of indebtedness or guarantee or any other present or future
indebtedness or liability of the Corporation.
Nothing in this section limits or restricts the borrowing of money by the
Corporation on bills of exchange or promissory notes made, drawn, accepted or
endorsed by or on behalf of the Corporation.
3.02 DELEGATION OF BORROWING POWER - The Board may from time to time delegate to
such one or more of the Directors and Officers of the Corporation as may be
designated by the Board all or any of the powers conferred on the Board by
Section 3.01 to such extent and in such manner as the Board shall determine at
the time of each such delegation.
3.03 EXECUTION OF DEBT OBLIGATION DOCUMENTS - If the Board so authorizes, or if
any instrument under which any bonds, debentures or other debt obligations of
the Corporation are issued so provides, any bonds, debentures and other debt
obligations of the Corporation, instead of being manually signed by the
Directors or Officers authorized in that behalf, may have the facsimile
signatures of such Directors or Officers printed or otherwise mechanically
reproduced thereon and in either case, shall be as valid as if signed manually,
but no such bond, debenture or other debt obligation, shall be issued unless it
is manually signed, countersigned or certified by or on behalf of a trust
company or other transfer agent or registrar duly authorized by the Board or the
instrument under which such bonds, debentures or other debt obligations are
issued so to do. Notwithstanding that any persons whose facsimile signature is
so used shall have ceased to hold the office that he is stated on such bond,
debenture or other debt obligation to hold at the date of the actual issue
thereof, the bond debenture or other debt obligation shall be valid and binding
on the Corporation.
SECTION FOUR
DIRECTORS
4.01 NUMBER OF DIRECTORS AND QUORUM - Until changed in accordance with the Act,
the Board shall consist of not fewer than three (3) and not more than twenty
(20) Directors. Subject to Section 4.07 and subject also to the Articles and the
Act, the quorum for the transaction of business at any meeting of the Board
shall consist of a majority of the Directors or such lesser number of Directors
as the Board may from time to time determine. A Director interested is to be
counted in a quorum notwithstanding his interest.
4.02 QUALIFICATION - No person shall be qualified for election as a Director if
he is less than Nineteen (19) years of age; H he is of unsound mind and has been
so found by a Court in Canada or elsewhere; if he is not an individual; or if he
has the status of a bankrupt. A Director need not be a Shareholder.
4.03 ELECTION AND TERM - Each Director named in the Notice of Directors filed at
the time of continuance shall hold office from the date of the Certificate of
Continuance until the expiration of the term of office applicable to that
Director at the date of the Certificate of Continuance. At each annual general
meeting of the Corporation, the Corporation shall elect directors to the Board
as may be required to fill any positions vacated by reason of the expiration of
the term of office of one or more of the Directors. A Director may be elected
for a term of office of one or more years of office as may be specified in the
resolution by which he is elected. In this part, "year or office" means the
period of time commencing on the date of an annual general meeting of the
Corporation and ending on the date of the annual general meeting held in the
next subsequent calendar year. If in any calendar year the Corporation does not
hold an annual general meeting, the Directors whose terms of office would have
expired in such calendar year shall be deemed to have been elected as Directors
on the last date on which the annual general meeting could have been held in
such calendar year pursuant to the Act and each Director so deemed elected may
hold office until the next annual general meeting is held and other Directors
are elected. The shareholders may, by special resolution, vary the term of
office of any Director. The number of Directors to be elected at any such
meeting shall be the number of Directors in office prior to the meeting unless
the Directors or the Shareholders otherwise determine. The election shall be by
ordinary resolution of the Shareholders. If an election of Directors is not held
at the proper time, the incumbent Directors shall continue in office until their
successors are elected.
4.04 REMOVAL OF DIRECTORS - Subject to the provisions of the Act, the
Shareholders may by ordinary resolution passed at a special meeting 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 the Directors.
4.05 VACATION OF OFFICE - A Director ceases to hold office when: he dies; he is
removed from office by the Shareholders; he ceases to be qualified for election
as a Director, or his written resignation is sent or delivered to the
Corporation, or if a time is specified in such resignation, at the time so
specified, whichever is later.
4.06 VACANCIES
(a) Subject to the Act and the Articles, a quorum of the Board may fill a
vacancy in the Board, except a vacancy resulting from an increase in
the minimum number of Directors or from a failure of the Shareholders
to elect the minimum number of Directors. In the absence of a quorum of
the Board, or if the vacancy has arisen from a failure of the
Shareholders to elect the minimum number of Directors, the Board shall
forthwith call a special meeting of the Shareholders to fill the
vacancy. If the Board fails to call such meeting or if there are no
such Directors then in office, any Shareholder may call the meeting;
and
(b) The Directors of the Corporation may, between annual general meetings
of the Corporation, appoint one or more additional Directors to serve
until the next annual general meeting but the number of additional
Directors shall not at any time exceed one
third of the number of Directors who held office at the expiration of
the last annual general meeting, and in no event shall the total number
of Directors exceed the maximum number of Directors fixed pursuant to
paragraph 4 of the Articles of Continuance. Any Director so appointed
shall hold office only until the next following annual general meeting
of the Corporation but shall be eligible for election at such meeting
and, so long as he is an additional Director prior to such meeting, the
number of Directors for election at such meeting shall be increased
accordingly.
4.07 ACTION BY THE BOARD - The Board shall manage the business and affairs of
the Corporation. The powers of the Board may be exercised by resolution
passed at a meeting at which a quorum is present or by resolution in writing,
whether by document, telegram, telecopy or any method of transmitting legibly
recorded messages or other means, signed by all the Directors entitled to
vote on that resolution at a meeting of the Board and any resolution in
writing so signed shall be as valid as if it had been passed at a meeting of
Directors or a Committee of Directors and shall be held to relate to any date
therein stated to be the effective date thereof, and a copy of every such
resolution in writing shall be kept with the minutes of the proceedings of
Directors or Committee of Directors. 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. Where the Corporation has only one Director, that
Director may constitute a meeting. An act of a Director is valid
notwithstanding any irregularity in his election or appointment or a defect
in his qualifications.
4.08 MEETINGS BY TELEPHONE -If all of the Directors consent, a Director may
participate in a meeting of the Board or of a Committee of Directors by means of
telephone or such other communications facilities as permit all persons
participating in the meeting to hear each other, and a Director participating in
such a meeting by such means is deemed to be present at the meeting. Any such
consent shall be effective whether given before or after the meeting to which it
relates and may be given with respect to all meetings of the Board and of
Committees of Directors held while a Director holds office.
4.09 PLACE OF MEETING -Meetings of the Board may be held at any place in or
outside Canada.
4.10 CALLING OF MEETINGS -Meetings of the Board shall be held from time to time
and at such place as the Board may determine. In addition, each of the Chairman
of the Board, the Managing Directors, the President or any two Directors may
convene or direct the convening of a meeting of the Board.
4.11 NOTICE OF MEETING -Except as otherwise provided in Section 4.12, notice of
the time and place of each meeting of the Board shall be given in the manner
provided in Section 12.01 to each Director not less than forty-eight (48) hours
before the time when he meeting is to be held. A notice of a meeting of
Directors need not specify the purpose of or the business to be transacted at
the meeting except where Section 115(3) of the Act requires such purpose or
business to be specified, including any proposal to:
(a) submit to the Shareholders any question or matter requiring approval of
the Shareholders;
(b) fill a vacancy among the Directors or in the office of auditor,
(c) issue securities;
(d) declare dividends;
(e) purchase, redeem, or otherwise acquire shares of the Corporation;
(f) pay a commission for the sale of shares;
(g) approve a management proxy circular;
(h) approve any annual financial statements; or
(i) adopt, amend or repeal By-Laws.
A Director may in any manner waive notice of or otherwise consent to a meeting
of the Board either before or after the convening of the meeting.
4.12 REGULAR MEETINGS - The Board may by resolution appoint a day or days in any
month or months for regular meetings of the Board at a place and hour to be
named in the resolution. No notice shall be required for any such regular
meeting.
4.13 FIRST MEETING OF NEW BOARD - Provided a quorum of Directors is present,
each newly elected Board may without notice hold its first meeting immediately
following the meeting of Shareholders at which such Board or portion thereof is
elected.
4.14 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.
4.15 CHAIRMAN - The Chairman of any meeting of the Board shall be the first
mentioned of such of the following Officers as have been appointed and who is a
Director and is present at the meeting: Chairman of the Board, Managing
Director, President, or a Vice-President who is a Director. If no such Officer
is present, the Directors present shall choose one of their number to be
Chairman.
4.16 VOTES TO GOVERN - At all meetings of the Board every question shall be
decided by a majority of the votes cast on the question. In cases of an equality
of votes the Chairman of the meeting shall not be entitled to a second or
casting vote.
4.17 CONFLICT OF INTEREST - A Director or Officer who is a party to, or who is a
Director or Officer of or has a material interest in any person who is a party
to, a material contract or proposed material contract with the Corporation shall
disclose the nature and extent of his interest at the time and in the manner
provided by the Act. Any such contract or proposed
contract shall be referred to the Board or Shareholders for approval even if
such contract is one that in the ordinary course of the Corporation's business
would not require approval by the Board or Shareholders, and a Director
interested in a contract so referred to the Board shall not vote on any
resolution to approve the same except as provided by the Act.
4.18 REMUNERATION AND EXPENSES - The Directors shall be paid such remuneration
for their services as the Board may from time to time determine. The Directors
shall also be entitled to be reimbursed for travelling and other expenses
properly incurred by them in attending meetings of the Board or any committee
thereof. Nothing herein contained shall preclude any Director from serving the
Corporation in any other capacity and receiving remuneration therefore.
4.19 ALTERNATE DIRECTOR - Any director (herein called the "Appointor") may from
time to time by written notice to the Corporation appoint any person (herein
called the "Appointee") to be his alternate director provided that the directors
approve of such appointment by resolution. Such approval shall not be required
If a director is appointed alternate director for another director. A person
(including a director) may be appointed as an alternate director by more than
one director.
(a) The Appointee while he holds office as an alternate director shall be
entitled and authorized:
(i) if expressly so specified by the Appointor in the instrument
appointing the Appointee, to receive notice of meetings of the
directors, and notice of meetings of all committees of which
the Appointor is a member;
(ii) to attend and vote as a director at meetings of the directors
in the absence of the Appointor;
(iii) to attend and vote at meetings of all committees of which the
Appointor is a member, in the absence of the Appointor,
(iv) execute consents to resolutions in writing of the directors
and such committees, in substitution for the Appointor; and
(v) if expressly so authorized by the Appointor in the instrument
appointing the Appointee, to execute all documents,
instruments and writings under the sea[ of the Corporation or
otherwise which the Appointor is authorized to execute on
behalf of the Corporation, in substitution for the Appointor,
and for the purposes thereof the Appointee shall be deemed to be a director. He
shall not be deemed to be the agent of the Appointor.
(b) The Appointee shall have a separate vote on behalf of each director for
whom he is an alternate director. If the Appointee is also a director,
the Appointee shall be counted separately in determining the quorum of
a meeting and shall have a separate vote on behalf of each director for
whom he is an alternate director in addition to being so
counted and voting in his own right as a director.
(c) The Appointee shall not be entitled to be remunerated as an alternate
director otherwise than out of the remuneration of the Appointor.
(d) No person shall act as an alternate director unless he qualifies under
the Act to act as a director of the Corporation and has consented in
writing to his appointment.
(e) An Appointee's appointment as an alternate director shall terminate if:
(i) the Appointor gives written notice revoking the Appointee's
appointment; or
(ii) the Appointee resigns; or
(iii) The Appointor ceases for any reason to be a director, or
(iv) the Appointee ceases to be qualified under the Act to act as a
director, or
(v) the term of the Appointee's appointment, if any, expires.
(f) Any Appointor may make or revoke an appointment of an Appointee by
notice in writing delivered to, mailed to or transmitted by telegram,
cable or telecopier to the registered office of the Corporation,
delivery, postage or transmission charges prepaid.
SECTION FIVE
COMMITTEES
5.01 COMMITTEE OF DIRECTORS
(a) The Board may appoint one or more Committees of Directors, however
designated, and delegate to such committee any of the powers of the
Board except those which, under the Act, a Committee of Directors has
no authority to exercise.
(b) The Directors may by resolution appoint an Executive Committee to
consist of such member or members of their body as they think fit,
which Committee shall have, and may exercise during the intervals
between the meetings of the Board, all the powers vested in the Board
except the power to fill vacancies in the Board, the power to change
the membership of, or fill vacancies in, said Committee or any other
committee of the Board and such other powers, if any, as may be
specified in the resolution. The said Committee shall keep regular
minutes of its transactions and shall cause them to be recorded in
books kept for that purpose, and shall report the same to the Board of
Directors at such times as the Board of Directors may from time to time
require. The Board shall have the power at any time to revoke or
override the authority given to or acts done by the Executive Committee
except as to acts done before such revocation or overriding and to
terminate
the appointment or change the membership of such Committee and to fill
vacancies in it. The Executive Committee may make rules for the conduct
of its business and may appoint such assistants as it may deem
necessary. A majority of the members of said Committee shall constitute
a quorum thereof.
(c) The Directors may from time to time by resolution constitute, dissolve
or reconstitute standing committees and other committees consisting of
such persons as the Board may determine. Every committee constituted by
the Board shall have the powers, authorities and discretions delegated
to it by the Board (which shall not include the power to fill vacancies
in the Board and the power to change the membership of or fill
vacancies in any committee constituted by the Board or the power to
appoint or remove officers appointed by the Board) and shall conform to
the regulations which may from time to time be imposed upon it by the
Board.
(d) The Executive Committee and any other committee may meet and adjourn as
it thinks proper. Questions arising at any meeting shall be determined
by a majority of votes of the members of the committee present, and in
case of an equality of votes the chairman shall not have a second or
casting vote. A resolution approved in writing by all the members of
the Executive Committee or any other committee shall be as valid and
effective as if it had been passed at a meeting of such Committee duly
called and constituted. Such resolution may be in two or more
counterparts which together shall be deemed to constitute one
resolution in writing. Such resolution shall be filed with the minutes
of the proceedings of the committee and shall be effective on the date
stated thereon or on the latest date stated in any counterpart.
5.02 TRANSACTION OF BUSINESS - Subject to the provisions of Section 5.01, the
powers of a Committee of Directors may be exercised by a meeting at which a
quorum is present or by resolution in writing signed by all the members of such
committee who would have been entitled to vote on that resolution at a meeting
of the committee. Meetings of such committee may be held at any place in or
outside Canada.
5.03 AUDIT COMMITTEE - When required by the Act the Board shall, and at any
other time the Board may, elect annually from among its number an audit
committee to be composed of not fewer than three (3) directors of whom a
majority shall not be Officers or employees of the Corporation or its
affiliates. The audit committee shall have the powers and duties provided in the
Act.
5.04 PROCEDURE - Unless otherwise determined by the Board, each Committee of
Directors shall have the power to fix its quorum at not less than a majority of
its members, to elect its Chairman and to regulate its procedure.
SECTION SIX
OFFICERS
6.01 APPOINTMENT - The Board may from time to time appoint a President, 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
(herein referred to as "Officers"). The Board may specify the duties of and, in
accordance with this By-Law and subject to the provisions of the Act, delegate
to such Officers powers to manage the business and affairs of the Corporation.
Subject to Sections 6.02 and 6.03, an Officer may but need not be a Director and
one person may hold more than one office.
6.02 CHAIRMAN OF THE BOARD - The Board may from time to time also appoint a
Chairman of the Board who shall be a Director. The Chairman of the Board shall,
when present, preside at all meetings of the Board, Committees of Directors and
at all meetings of Shareholders. In addition, the Board may assign to him any of
the powers and duties that may by the provisions of this by-law be assigned to
the Managing Director or to the President; and he shall have such other powers
and duties as the board may specify.
6.03 MANAGING DIRECTOR - The Board may from time to time appoint a Managing
Director who shall be a Director. If appointed, he shall be the Chief Executive
Officer and, subject to the authority of the Board, shall have general
supervision of the business and affairs of the Corporation; and he shall,
subject to the provisions of the Act, have such other powers and duties as the
Board may specify. During the absence or disability of the President, or if no
President has been appointed, the Managing Director shall also have the powers
and duties of the President's office.
6.04 PRESIDENT - The Board, from time to time, may elect from among its number,
a President. The President, in the absence or non-appointment of the Chairman of
the Board, shall preside at meetings of the Board and at all meetings of the
Shareholders. He shall have general and active management of the business and
affairs of the Corporation, and without limitation to the foregoing:
(i) he shall have general supervision and direction of all the
other officers of the Corporation;
(ii) he shall submit the annual report of the Board, if any, and
the annual balance sheets and financial statements of the
business and affairs and reports on the financial position of
the Corporation as required by the statutes to the annual
general meeting and from time to time shall report to the
Board on all matters within his knowledge which the interest
of the Corporation requires to be brought to their attention.
(iii) he shall be ex-officio a member of all standing committees.
6.05 VICE-PRESIDENT - A Vice-President shall have such powers and duties as the
Board may specify.
6.06 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, the auditor and members of the Committees
of Directors; 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 that purpose; and
he shall have such other powers and duties as the Board may specify.
6.07 TREASURER - The Treasurer shall keep proper accounting records in
compliance with the Act and shall be responsible for the deposit of money, the
safekeeping of securities and the disbursement of the funds of the Corporation;
he shall render to the Board whenever required an account of all his
transactions as Treasurer and of the financial position of the Corporation; and
he shall have such other powers and duties as the Board may specify.
6.08 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
or the Chief Executive Officer 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.
6.09 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.
6.10 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
the earlier of the date his resignation becomes effective, the date his
successor is appointed or he shad cease to be qualified for that office.
6.11 TERMS OF EMPLOYMENT AND REMUNERATION - The terms of employment and the
remuneration of Officers appointed by the Board shall be settled by it from time
to time.
6.12 CONFLICT OF INTEREST - An Officer shall disclose his interest in any
material contract or proposed material contract with the Corporation in
accordance with Section 4.17.
6.13 AGENTS AND ATTORNEYS - The Board shall have power from time to time to
appoint agents or attorneys for the Corporation in or outside of Canada with
such powers of management or otherwise (including the power to sub-delegate) as
may be thought fit.
6.14 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.
SECTION SEVEN
PROTECTION OF DIRECTORS, OFFICERS AND OTHERS
7.01 LIMITATION OF LIABILITY - No Director 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 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 the Corporation shall be invested, or for any loss or damage arising
from the bankruptcy, insolvency or tortious acts of any person with whom any of
the moneys, securities or effects of the Corporation shall be deposited, or for
any loss occasioned by any error of judgement or oversight on his part, or for
any other loss, damage or misfortune whatever which shall happen in the
execution of the duties of his office or in relation thereto, unless the same
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 and the regulations thereunder or from liability for any breach
thereof.
7.02 INDEMNITY - Subject to the limitations contained in the Act, and to the
extent he is otherwise fairly and reasonably entitled thereto, 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 (or
a person who undertakes or has undertaken any liability on behalf of the
Corporation or any such body corporate) and his heirs and legal representatives,
against all costs, charges and expenses, including an amount paid to settle an
action or satisfy a judgement, 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
(a) he acted honestly and in good faith with a view to the best interests
of the Corporation; and
(b) 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.
7.03 INSURANCE - Subject to the limitations contained in the Act, the
Corporation may purchase and maintain such insurance for the benefit of its
Directors and Officers as the Board may from time to time determine.
7.04 DIRECTORS MAY RELY - Directors may rely upon the accuracy of any statement
of fact represented by an Officer of the Corporation to be correct or upon
statements in a written report of the auditor of the Corporation and shall not
be responsible or held liable for any loss or damage resulting from the paying
of any dividends or otherwise acting in good faith upon any such statement.
SECTION EIGHT
SHARES
8.01 ALLOTMENT AND ISSUE - The Board may from time to time allot, or grant
options to purchase the whole or any part of the authorized and unissued shares
of the Corporation at such times and to such persons and for such consideration
as the Board shall determine, provided that no share shall be issued until it is
fully paid as prescribed by the Act. Subject to the Articles, no holder of any
class of share of the capital of the Corporation shall be entitled as of right
to subscribe for, purchase or receive any part of any new or additional issue of
shares of any class, whether now or hereafter authorized or any bonds,
debentures or other securities convertible into shares of any class.
8.02 COMMISSIONS - The Board may from time to time authorize the Corporation to
pay a reasonable 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.
8.03 REGISTRATION OF TRANSFER
(a) Subject to the provisions of the Act, no transfer of shares shall be
registered in a securities register except upon presentation of the
Certificate representing such shares with a transfer endorsed thereon
or delivered therewith duly executed by the registered holder or by his
attorney or successor duly appointed, together with such reasonable
assurance or evidence of signature, identification and authority to
transfer 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, if any, as are
authorized by the Articles, and upon satisfaction of any lien referred
to in Section 8.05.
(b) The signature of the registered owner of any shares, or of his duly
authorized attorney, upon an authorized instrument of transfer shall
constitute a complete and sufficient authority to the Corporation, its
Directors, Officers and agents to register, in the name of the
transferee as named in the instrument of transfer, the number of shares
specified therein or, if no number is specified, all the shares of the
registered owner represented by share certificates deposited with the
instrument of transfer. If no transferee is named in the instrument of
transfer, the instrument of transfer shall constitute a complete and
sufficient authority to the corporation, its Directors, Officers and
agents to register, in the name of the person in whose behalf any
certificate for the shares to be transferred is deposited with the
Corporation for the purpose of having the transfer registered, the
number of shares specified in the instrument of transfer or, if no
number is specified, all the shares represented by all share
certificates deposited with the instrument of transfer.
(c) Neither the Corporation nor any Director, Officer or agent thereof
shall be bound to inquire into the title of the person named in the
form of transfer as transferee, or, if no person is named therein as
transferee, of the person on whose behalf the certificate is
deposited with the Corporation for the purpose of having the transfer
registered or be liable to any claim by such registered owner or by any
intermediate owner or holder of the certificate or of any of the shares
represented thereby or any interest therein for registering the
transfer, and the transfer, when registered, shall confer upon the
person in whose name the shares have been registered a valid title to
such shares.
(d) Every instrument of transfer shall be executed by the transferor and
left at the registered office of the Corporation or at the office of
its transfer agent or branch transfer agent or registrar for
registration together with the share certificate for the shares to be
transferred and such other evidence if any, as the Directors or the
transfer agent or branch transfer agent or registrar or branch
registrar may require to prove the title of the transferor or his right
to transfer the shares and the right of the transferee to have the
transfer registered. All instruments of transfer where the transfer is
registered shall be retained by the Corporation or its transfer agent
or branch transfer agent or registrar or branch registrar and any
instrument of transfer, where the transfer is not registered, shall be
returned to the person depositing the same together with the share
certificate which accompanied the same when tendered for registration.
(e) There shall be paid to the Corporation in respect of the registration
of any transfer such sum, if any, as the Directors may from time to
time determine.
8.04 TRANSFER AGENTS AND REGISTRARS - The Board may from time to time appoint a
registrar to maintain the securities register and a transfer agent to maintain
the register of transfers and may also appoint one or more branch registrars to
maintain branch securities registers and one or more branch transfer agents to
maintain branch registers of transfer, but one person may be appointed both
registrar and transfer agent. The Board may at any time terminate any such
appointment.
8.05 PURCHASE AND REDEMPTION OF SHARES - Subject to the provisions of the Act
and the Articles, a Corporation may purchase or otherwise acquire shares issued
by it and may purchase or redeem any redeemable shares issued by it at prices
not exceeding the redemption of those shares stated in the Articles or
calculated according to a formula stated in the Articles.
8.06 NON-RECOGNITION OF TRUSTS - Subject to the provisions of the Act, the
Corporation shall treat as absolute owner of the 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.
8.07 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 list or series of shares held by him as
shown on the securities register. 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. Any share certificate shall be
signed in accordance with Section 2.04 and need not
be under the corporate seal; provided that, unless the Board otherwise
determines, certificates representing shares in respect of which a transfer
agent and/or registrar has been appointed shall not be valid unless
countersigned by or on behalf of such transfer agent and/or registrar. The
signature of one of the signing Officers or, in the case of share certificates
which are not valid unless countersigned by or on behalf of a transfer agent
and/or registrar, the signature of one of the Officers, may be printed or
mechanically reproduced in facsimile upon share certificates and every such
facsimile signature shall for all purposes be deemed to be the signature of the
Officer whose signature it reproduces and shall be binding upon the Corporation.
A share certificate executed as aforesaid shall be valid notwithstanding that
one or both of the Officers whose facsimile signature appears thereon no longer
holds office at the date of issue of the Certificate.
8.08 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 or which does not comply as to form
with the requirements from time to time of the Act in this regard, on payment of
such fee as the Board may direct and 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.
8.09 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 one of such persons may
give effectual receipts 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. Joint Shareholders may collectively designate in writing
an address as their recorded address for service of notice and payment of
dividends but in default of such designation the address of the first named
joint Shareholder shall be deemed to be the recorded address aforesaid.
8.10 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.
SECTION NINE
DIVIDENDS AND RIGHTS
9.01 DIVIDENDS - Subject to the provisions of the Act, the Board may from time
to time declare dividends payable to the Shareholders according to their
respective rights and interest in the Corporation. Dividends may be paid in
money or property or by issuing fully paid shares of the Corporation.
9.02 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 direct, 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.
9.03 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.
9.04 RECORD DATE FOR DIVIDENDS AND RIGHTS - The Board may fix in advance a date,
preceding by not more than Fifty (50) days the date for the payment of any
dividend or the date for the issue of any warrant or other evidence of 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, provided that, where the
Corporation is a distributing Corporation for purposes of the Act, notice of any
such record date is given not less than seven (7) days before such record date
by newspaper advertisement and otherwise in the manner provided in the Act.
Where no record date is fixed in advance as aforesaid, 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 Board.
9.05 UNCLAIMED DIVIDENDS - Any dividend unclaimed after a period of six (6)
years from the date on which the same has been declared to be payable shall be
forfeited and shall revert to the Corporation.
SECTION TEN
MEETINGS OF SHAREHOLDERS
10.01 ANNUAL MEETINGS - The annual meeting of Shareholders shall be held at such
time in each year and, subject to the Act, the Articles and to Section 10.04, at
such place as the Board may from time to time determine, for the purpose of
considering the financial statements and reports required by the Act to be
placed before the annual meeting, electing Directors, appointing auditors and
for the transaction of such other business as may properly be brought before the
meeting.
10.02 SPECIAL MEETINGS - The Board shall have power to call a special meeting of
Shareholders at any time.
10.03 SPECIAL BUSINESS - All business transacted at a special meeting of
Shareholders and all business transacted at an annual meeting of Shareholders,
except consideration of the financial statements, auditors reports, election of
directors and reappointment of the incumbent auditors, is deemed to be special
business.
10.04 PLACE OF MEETING - Subject to the Articles, meetings of Shareholders may
be held in the Cities of Boston, in the State of Massachusetts, New York, in the
State of New York, Vancouver in the Province of British Columbia or such other
place or places as the Directors in their absolute discretion may determine from
time to time.
10.05 NOTICE OF MEETING - Notice of the time and place of each meeting of
Shareholders shall be given in the manner provided in Section 12.01 not less
than twenty-one (21) nor more than fifty (50) days before the date of the
meeting to each Director, to the auditor and to each Shareholder who at the
close of business on the record date, if any, for notice is entered in the
securities register as the holder of one or more shares carrying the right to
vote at the meeting. Notice of a meeting of Shareholders called for any purpose
other than consideration of the financial statements and auditor's report,
election of Directors and re-appointment of the incumbent auditor shall state
the nature of such business in sufficient detail to permit the Shareholder to
form a reasoned judgement thereon and shall state the text of any special
resolution to be submitted to the meeting. A Shareholder and any other person
entitled to attend a meeting of Shareholders may in any manner waive notice of
or otherwise consent to a meeting of Shareholders.
10.06 LIST OF SHAREHOLDERS ENTITLED TO NOTICE - For every meeting of
Shareholders, at any time that the Corporation has more than fifteen (15)
Shareholders entitled to vote at a meeting of Shareholders, the Corporation
shall prepare a list of Shareholders entitled to receive notice of the meeting,
arranged in alphabetical order and showing the number of shares entitled to vote
at the meeting held by each Shareholder. If a record date for the meeting is
fixed pursuant to Section 10.07, the Shareholders listed shall be those
registered or constructively registered pursuant to the Act at the close of
business of the record date, such list to be prepared on a day not later than
ten (10) days after such record date. If no record date is fixed, the list of
Shareholders shall be prepared no later than at the close of business on the day
immediately preceding the day on which notice of the meeting is given, or where
no such notice is given, the day on which the meeting is held. The list shall be
available for examination by any Shareholder during usual business hours at the
records office of the Corporation or at the place where the central securities
register is kept and at the place where the meeting is held.
10.07 RECORD DATE FOR NOTICE - The Board may fix in advance a record date,
preceding the date of any meeting of Shareholders by not more than fifty (50)
days and not less than twenty-one (21) days for the determination of the
Shareholders entitled to notice of the meeting, provided that notice of any such
record date is given, not less than seven (7) days before such record date, by
newspaper advertisement in the manner provided in the Act. If no record date is
so fixed, the record date for the determination of the Shareholders entitled to
notice of the meeting shall be the close of business on the day immediately
preceding the day on which the notice is given, or if no
notice is given, the day on which the meeting is held.
10.08 MEETINGS WITHOUT NOTICE - A meeting of Shareholders may be held without
notice at any time and place permitted by the Act:
(a) if all the Shareholders entitled to vote thereat are present in person
or represented by proxy or if those not present or represented by proxy
waive notice of or otherwise consented to such meeting being held, and
(b) if the auditor and the Directors are present or waived notice of or
otherwise consent to such meeting being held.
At such meeting any business may be transacted which the Corporation at a
meeting of Shareholders may transact. If the meeting is held at a place outside
the Yukon Territory, Shareholders not present or represented by proxy, but who
have waived notice of or otherwise consented to such meeting, shall also be
deemed to have consented to the meeting being held at such place.
10.09 MEETINGS BY TELEPHONE - If all the Shareholders consent, a Shareholder may
participate in a meeting of Shareholders by means of telephone or such other
communications facilities as permit all persons participating in the meeting to
hear each other, and a Shareholder participating in such a meeting by such
consent shall be effective whether given before or after the meeting to which it
relates.
10.10 CHAIRMAN, SECRETARY AND SCRUTINEERS - The Chairman of any meeting of
Shareholders shall be the first mentioned of such of the following Officers as
having been appointed and who is present at the meeting: Chairman of the Board,
President, Managing Director, or a Vice-President. If no such Officer is present
within fifteen (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 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. If desired, one or more scrutineers, who need not be Shareholders, may
be appointed by a resolution or by the Chairman with the consent of the meeting.
10.11 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 and 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.
10.12 QUORUM - Save as herein otherwise provided, a quorum shall be two
shareholders or proxyholders present, holding not less than ten percent (10%) of
the outstanding shares of the Corporation entitled to vote at the meeting. If
there is only one shareholder, the quorum is one person present and being, or
representing by proxy, such shareholder. The Directors, the Secretary or, in his
absence, an assistant Secretary, and the solicitor of the Corporation shall be
entitled to attend at any general meeting but no such person shall be counted in
the quorum or be entitled to vote at any general meeting unless he is a
shareholder or proxyholder entitled to vote thereat. If a quorum is present at
the opening of any meeting of Shareholders, the Shareholders present or
represented by proxy may proceed with the business of the meeting
notwithstanding that a quorum is not present throughout the meeting. No
business, other than the election of a Chairman of the meeting and the
adjournment of the meeting shall be transacted at any general meeting unless the
quorum requisite was present at the commencement of the meeting. If within
one-half hour from the time appointed for a meeting a quorum in not present, the
meeting if convened by requisition of the Shareholders, shall be dissolved; but
in any other case it shall stand adjourned to the same day in the next week at
the same time and place. If at such adjourned meeting a quorum is not present
within one-half hour from the time appointed, the Shareholders present in person
or by proxy shall be a quorum.
10.13 RIGHT TO VOTE - RECORD DATE FOR VOTING - Subject to the provisions of the
Act as to authorized representative of any other body corporate, at any meeting
of Shareholders in respect of which the Corporation has prepared the list
referred to in Section 10.06, every person who is named in such list shall be
entitled to vote the shares shown thereon opposite his name except, where the
Corporation has fixed a record date in respect of such meeting pursuant to
Section 10.07, to the extent that such person has transferred any of his shares
after such record date and the transferee, upon producing properly endorsed
Certificates evidencing such shares or otherwise establishing that he owns such
shares, demands not later than ten (10) days before the meeting that his name be
included in such list, in which event the transferee alone shall be entitled to
vote the transferred shares at the meeting. Where no record date for notice has
been fixed and no notice of meeting given, or in the absence of a list prepared
as aforesaid in respect of a meeting of Shareholders, every person shall be
entitled to vote at the meeting who at the time is entered in the securities
register as the holder of one or more shares carrying the right to vote at such
meeting.
10.14 PROXIES
(a) Every Shareholder entitled to vote at a meeting of Shareholders, may
appoint a proxyholder, or one or more alternate proxyholders, who need
not be Shareholders, to attend and act at the meeting in the manner and
to the extent authorized and With the authority conferred by the proxy.
A proxy shall be in writing executed by the Shareholder or his attorney
and shall conform with the requirements of the Act. An instrument of
proxy shall be valid only at the meeting in respect of which it is
given or any adjournment thereof.
(b) Any corporation, other than a Prohibited Corporate Shareholder, which
is a Shareholder of the Corporation may by resolution of its Directors
or other governing body authorize such person as it thinks fit to act
as its representative at any meeting. The person so authorized shall be
entitled to exercise in respect of and at such meeting the same powers
on behalf of the corporation which he represents as that corporation
could exercise if it were an individual member of the Corporation
personally present, including, without limitation, the right, unless
restricted by such resolution, to appoint a proxyholder to
represent such corporation, and shall, If present at the meeting, be
counted for the purpose of forming a quorum and be deemed to be a
member present at the meeting. Evidence of the appointment of any such
representative may be sent to the Corporation by written instrument,
telegram, telex, facsimile or any method of transmitting legibly
recorded messages.
(c) Every ballot case upon a poll and every proxy appointing a proxyholder
who cast a ballot upon a poll shall be retained by the Secretary for
the period and be subject to the inspection as the Act may provide.
10.15 TIME FOR DEPOSIT OF PROXIES - The Board may specify in a notice calling a
meeting of Shareholders a time, preceding the time of such meeting by not more
than forty-eight (48) hours exclusive of non-business days, before which time
proxies to be used at such meeting must be deposited. A proxy shall be acted
upon only if, prior to -the time so specified, it shall have been deposited by
written instrument, telegram, telex, facsimile or any method of transmitting
legibly recorded messages with the Corporation or an agent thereof specified in
such notice 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.
10.16 JOINT SHAREHOLDERS - If two or more persons hold shares jointly, 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 two or more
of those persons are present in person or represented by proxy and vote, they
shall vote as one on the shares jointly held by them and in the absence of
agreement between those so voting the person named first in the Register shall
vote the shares.
10.17 VOTES TO GOVERN - At any meeting of Shareholders every question shall,
unless otherwise required by the Articles or By-Laws or by law, 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 poll, the Chairman of the meeting shall be
entitled to a second or casting vote in addition to vote or votes to which he
may be entitled as a shareholder.
10.18 MOTION - No resolution proposed at a meeting need be seconded. The
Chairman may propose or second a motion.
10.19 SHOW OF HANDS - Subject to the provisions of the Act any question at a
meeting of Shareholders shall be decided by a show of hands unless a ballot
thereon 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
thereon is so required or demanded, a declaration by the Chairman of the meeting
that the vote upon the question has been carded or carried by a particular
majority or not carried, an entry to that effect in the minutes of the meeting
shall be conclusive evidence of the fact without proof of the number or
proportion of the votes recorded in favor of or against any resolution or other
proceeding in respect of the said question, and the result of the vote so taken
shall be the decision of the Shareholders upon the said question.
10.20 BALLOTS
(a) On any question proposed for consideration at a meeting of
Shareholders, and whether or not a show of hands has been taken
thereof, any Shareholder or proxyholder entitled to vote at the meeting
may require or demand a ballot. A ballot so required or demanded shall
be taken in such manner 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. If a ballot is taken 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 by the Act or the
Articles, and the result of the ballot so taken shall be the decision
of the Shareholders upon the said question.
(b) No ballot may be demanded on the election of a Chairman. A ballot
demanded on a question of adjournment shall be taken forthwith. A
ballot demanded on any other question shall be taken as soon as, in the
opinion of the chairman, is reasonably convenient, but in no event
later than seven (7) days after the meeting and at such time and place
and in such manner as the chairman of the meeting directs. The result
of the ballot shall be deemed to be the resolution of and passed at the
meeting at which the ballot was demanded. Any business other than that
upon which the ballot has been demanded may be proceeded with pending
the taking of the ballot. In any dispute as to the admission or
rejection of a vote the decision of the chairman made in good faith
shall be final and conclusive.
10.21 ADJOURNMENT - If a meeting of Shareholders is adjourned for less than
thirty (30) days, it shall not be necessary to give notice of the adjourned
meeting, other than by announcement at the earliest meeting that it is
adjourned. If a meeting of Shareholders is adjourned by one or more adjournments
for an aggregate of thirty (30) days or more, notice of the adjourned meeting
shall be given as for an original meeting. At any such adjourned meeting no
business shall be transacted other than business left unfinished at the meeting
from which the adjournment took place.
10.22 RESOLUTION IN WRITING - 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, and shall be
held to relate to any date therein stated to be the effective date thereof.
10.23 ONLY ONE SHAREHOLDER - Where the Corporation has only one Shareholder or
only one holder of any class or series of shares, the Shareholder present in
person or by proxy constitutes a meeting.
10.24 ONLY TWO SHAREHOLDERS - Where the Corporation has only two Shareholders a
quorum for transaction of business at any meeting of Shareholders shall be one
(1) person present in person, being a Shareholder entitled to vote thereat, or a
duly appointed proxy of said Shareholder, holding not less than ten percent
(10%) of the outstanding shares of the Corporation entitled to vote at the
meeting.
SECTION ELEVEN
DIVISIONS AND DEPARTMENTS
11.01 CREATION AND CONSOLIDATION OF DIVISIONS - The Board may cause the business
and operations of the Corporation or any part thereof to be divided or to be
segregated into one or more divisions upon such basis, including without
limitation, character or type of operation, geographical territory, product
manufactured or service rendered, as the Board may consider appropriate in each
case. The Board may also cause the business and operations of any such division
to be further divided into sub-units and the business and operations of any such
divisions or sub-units to be consolidated upon such basis as the Board may
consider appropriate in each case.
11.02 NAME OF DIVISION - Subject to the Act any division or its sub-units may be
designated by such name as the Board may from time to time determine and may
transact business, enter into contracts, sign cheques and other documents of any
kind and do all acts and things under such name, provided that the Corporation
shall set out its name in legible characters in all contracts, invoices,
negotiable instruments and orders for goods or services issued or made by or on
behalf of the Corporation. Any such contract, cheque or documents shall be
binding upon the Corporation as if it had been entered into or signed in the
name of the Corporation.
11.03 OFFICERS OF DIVISION - From time to time the Board or if authorized by the
Board, the Chief Executive Officer, may appoint one or more Officers for any
division, prescribe their powers and duties and settle their terms of employment
and remuneration. The Board or, if authorized by the Board, the Chief Executive
Officer, may remove at its or his pleasure any Officers so appointed, without
prejudice to such Officer's right under any employment contract. Officers of
divisions or their sub-units shall not, as such, be Officers of the Corporation.
SECTION TWELVE
NOTICES
12.01 METHOD OF GIVING NOTICES - Any notice (which term includes any
communication or document) to be given (which term includes sent, delivered or
served) pursuant to the Act, the regulations thereunder, the Articles, the
By-Laws or otherwise to a Shareholder, Director, Officer, auditor or member of a
Committee of Directors shall be sufficiently given if delivered personally to
the person to whom it is to be given or if delivered to his recorded address by
any means of prepaid transmitted or recorded communication. A notice so
delivered shall be deemed to have been given when it is delivered personally or
to the recorded address as aforesaid; a notice so mailed shall be deemed to have
been received by him on the business day following the day the notice is posted;
and a notice so sent by any means of transmitted or recorded communication shall
be deemed to have been given when dispatched or delivered to the appropriate
communication corporation or agency or its representative for dispatch. Subject
to the Act, a notice of meeting of Shareholders shall be deemed to have been
sent to the
Shareholder on the business day following the day on which it is deposited in
the mail. The Secretary may change or cause to be changed the recorded address
of any Shareholder, Director, Officer, auditor or member of a Committee of
Directors in accordance with any information believed by him to be reliable.
12.02 NOTICE TO JOINT SHAREHOLDERS - if two or more persons are registered as
joint holders of any share, any notice shall be addressed to all of such joint
holders but notice given to any one or more of such persons at the recorded
address for such joint shareholders shall be sufficient notice to all of them.
12.03 COMPUTATION OF TIME - In computing the date when notice must be given
under any provision requiring a specified number of days notice of any meeting
or other event, the date of giving the notice shall be excluded and the date of
the meeting or other event in respect of which the notice is being given shall
be included.
12.04 UNDELIVERED NOTICES - any notice given to a Shareholder pursuant to
Section 12.01 is returned on three (3) consecutive occasions because he cannot
be found or served or is unknown at his recorded address, the Corporation shall
not be required to give any further notices to such Shareholder until he informs
the Corporation in writing of his new recorded address.
12.05 PROOF OF SERVICE - A certificate of the Secretary or other duly authorized
Officer of the Corporation in office at the time of the making of the
certificate, or of any agent of the Corporation as to the facts in relation to
the mailing or delivery or sending of any notice to any Shareholder, Director,
the auditors, or conclusive evidence thereof and shall be binding on every
Shareholder, Director, the auditors or any Officer of the Corporation as the
case may be.
12.06 OMISSIONS AND ERRORS - The accidental omission to give any notice to any
Shareholder, Director, Officer, auditor or member of a Committee of Directors 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.
12.07 PERSONS ENTITLED BY DEATH OR OPERATION OF LAW - Every person who by
operation of law, transfer, death of a Shareholder or any other means
whatsoever, shall become entitled to any share, shall be bound by every notice
in respect of such share which shall have been duly given to the Shareholder
from whom he derives his title prior to such person's name and address being
entered on the securities register (whether such notice was given before or
after the happening of the event upon which he became so entitled) and prior to
his furnishing to the Corporation the proof of authority or evidence of his
entitlement prescribed by the Act.
12.08 WAIVER OF NOTICE -Any Shareholder (or his duly appointed proxyholder),
Director, Officer, auditor or member of a Committee of Directors may at any time
waive the sending of any notice, or waive or abridge the time for any notice,
required to be given to him under any provision of the Act, the regulations
thereunder, the Articles, the By-Laws or otherwise and such waiver or
abridgement shall cure any default in the giving or the time of such notice, as
the case
may be. Any such waiver or abridgement shall be in writing except a waiver of
notice of a meeting of Shareholders or of the Board which may be given in any
manner.