EXHIBIT 3.2.1
BY-LAW NO. 1
A by-law relating generally to the conduct of the business and affairs of INZECO
HOLDINGS, INC. (hereinafter called the "Corporation").
PART I
INTERPRETATION
1.01 In this by-law and all other by-laws of the Corporation, unless the
context otherwise specifies or requires:
(a) "Act" means the BUSINESS CORPORATIONS ACT (Alberta), as from
time to time amended, and every statute that may be
substituted therefor;
(b) "Articles" means, as the case may require, the originated or
restated articles of incorporation, articles of amendment,
articles of amalgamation, articles of continuance, articles of
reorganization, articles of arrangement, articles of
dissolution or articles of revival of the Corporation as from
time to time amended;
(c) "Directors" means the directors of the Corporation;
(d) "By-laws" means this by-law and all other by-laws of the
Corporation from time to time in force and effect;
(e) "Meeting of Shareholders" includes an annual or other general
meeting of Shareholders and a meeting of any class or classes
of Shareholders;
(f) "Shareholder" means a shareholder of the Corporation;
(g) "Chief Executive Officer" means the President or, if the
Corporation does not have a President or if the office of
president is vacant, the officer of the Corporation holding
the paramount office.
PART II
DIRECTORS
2.01 BORROWING POWERS OF DIRECTORS: Without limiting the powers of the
Directors as set forth in the Act but subject to the Articles, the Directors
may from time to time on behalf of the Corporation without authorization of
the Shareholders:
(a) borrow money upon the credit of the Corporation;
(b) issue, reissue, sell or pledge bonds, debentures, notes or
other evidences of indebtedness or guarantee of the
Corporation, whether secured or unsecured;
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(c) to the extent permitted by the Act, give a guarantee on behalf
of the Corporation to secure performance of an obligation of
any person; and,
(d) mortgage, hypothecate, pledge or otherwise create an interest
or charge in all or any currently owned or subsequently
acquired property of the Corporation to secure payment of a
debt or performance of any other obligation of the
Corporation.
2.02 DELEGATION: Subject to the Articles, the Directors may from time to
time. by resolution, delegate to a committee of Directors, a single Director
or an officer of the Corporation all or any of the powers conferred on the
Directors by the preceding section of this by-law or by the Act.
2.03 POWER TO ADOPT SEAL AND AUTHORIZE USE: The Directors may, by
resolution, adopt a seal for the Corporation, authorize persons to affix the
seal and to attest by their signatures that the seal was duly affixed.
2.04 DIRECTORS POWER TO ISSUE SHARES: Subject to the Articles, the
Directors may by resolution issue shares of the Corporation at such times, to
such persons and, subject to the Act, for such consideration as the Directors
may from time to time determine.
2.05 DIRECTORS POWERS TO MAKE, AMEND OR REPEAL BY-LAWS: Subject to the
Articles, the Directors may, by resolution, make, amend or repeal any by-laws
that regulate the business or affairs of the Corporation.
2.06 DIRECTORS POWER TO APPOINT OFFICERS: Subject to the Articles:
(a) the Directors may designate the officers of the Corporation,
appoint as officers individuals of full capacity who may but
need not be Directors of the Corporation, specify their duties
and, except where delegation is prohibited by the Act,
delegate to them powers to manage the business and affairs of
the Corporation;
(b) a Director may be appointed to any office of the Corporation;
and,
(c) two (2) or more offices of the Corporation may be held by the
same person.
2.07 DIRECTORS POWER TO FIX REMUNERATION OF DIRECTORS, OFFICERS AND
EMPLOYEES: Subject to the Articles, the Directors may fix the remuneration of
the Directors and of the officers and employees of the Corporation.
2.08 FINANCIAL DISCLOSURE: Subject to the Articles, the Directors shall
not be required to place before the annual meeting of Shareholders any
information respecting the financial position of the Corporation or the
results of its operations except that information required by the Act.
2.09 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 therefor.
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2.10 DIRECTORS MEETINGS:
(a) CONVENING MEETINGS. Any Director may convene a meeting of
Directors.
(b) NOTICE OF MEETINGS OF DIRECTORS. At least forty-eight (48)
hours notice (inclusive of the day on which the notice is
communicated, or deemed to be communicated and the day of the
meeting) shall be given of a meeting of the Directors and the
notice shall specify the place, the day and the hour of the
meeting. Except where required by the Act, the notice need not
specify the purpose of the meeting or the business to be
transacted thereat.
(c) NOTICE OF ADJOURNED MEETINGS OF DIRECTORS. If a meeting of the
Directors is adjourned by one or more adjournments, it is not
necessary to give notice of the adjourned meeting, other than
by announcement at the time of the adjournment, if:
(i) all of the Directors are present at the time of the
announcement; or,
(ii) those Directors who were not present at the time of
the announcement attend the adjourned meeting and
participate in the meeting;
but in all other cases notice of the adjourned meeting shall
be given as if it were a new meeting provided that if the
adjournment is for a period of time which makes it impossible
or impracticable to give forty-eight (48) hours' notice, the
notice shall be deemed to have been properly given if
transmitted on the next business day following the
adjournment.
(d) MANNER OF TRANSMITTING NOTICES. Notice of a meeting of the
Directors may be given or any other communication required to
be made may be given or made to a Director either:
(i) in writing:
(1) by first class mail, postage prepaid
addressed to the Director at the Director's
latest address as shown in the records of
the Corporation;
(2) by delivery to the Director's latest address
as shown in the records of the Corporation
and leaving the notice in the custody of any
adult person found there, placing it in a
mail receptacle at that address or affixing
it to a door or placing it in some other
place at that address where the notice or
communication is likely to be found;
(3) by personally serving it upon the Director;
(4) by any electronic device capable of
transmitting a printed message directed to
the Director at a place where the Director
has access to a device capable of receiving
the message; or,
(ii) verbally, whether by means of a telephone or
otherwise.
All notices or other communications given or made in writing
in accordance with the foregoing shall be deemed to have been
communicated:
(i) if given or made by mail, at the time it would be
delivered in the ordinary course of mail unless there
are reasonable grounds for believing that the
Director did not receive the notice or communication
at that time, or at all;
(ii) if delivered or personally served, on the day that it
was delivered or served; and,
(iii) if by electronic device, one (1) hour following
transmission.
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(e) PLACE OF MEETINGS OF DIRECTORS. Subject to the Articles,
meetings of the Directors may be held at any place in Alberta
or, at any place outside Alberta if all Directors entitled to
attend and vote at the meeting either participate in the
meeting or consent verbally or otherwise to the meeting being
held at that place.
(f) CHAIRMAN OF MEETINGS OF DIRECTORS OR COMMITTEE OF DIRECTORS.
Unless and until the Directors have elected a Chairman of the
Board, the Chief Executive Officer shall act as chairman of
all meetings of the Directors but if the chairman or the Chief
Executive Officer, as the case may be, is absent or refuses to
act as chairman, the Directors in attendance shall by a vote
of the majority of them elect some other director present at
the meeting, whether a Director or not, to act as chairman of
meeting.
(g) SECRETARY OF MEETINGS OF DIRECTORS. The chairman may appoint a
Director to as secretary of a meeting of Directors; and in the
absence of such appointment, the Chairman shall also act as
secretary of the meeting.
(h) QUORUM OF DIRECTORS. Subject to the Articles, a majority of
Directors constitute a quorum at any meeting of Directors.
(i) PARTICIPATION BY TELEPHONE. A Director may participate in a
meeting of Directors by means of telephone or other
communication facilities that permit all persons participating
in the meeting to hear each other.
(j) RESOLUTION BY MAJORITY. Subject to the Articles, every
resolution submitted to a meeting of Directors shall be
decided by a vote of a majority of the Directors participating
in the meeting and the declaration of the chairman of the
meeting on the result of the vote shall be final. In case of
an equality of votes. the Chairman shall not have a casting
vote.
2.11 MEETINGS OF COMMITTEE OF DIRECTORS: The provisions of Section 2.10
of this by-law shall apply equally to a committee of Directors but when
applying those provisions to a committee of Directors, the phrase "meeting of
Directors" shall mean "meeting of a committee of Directors" and the word
"Director" shall mean "member of a committee of Directors".
2.12 WRITTEN RESOLUTION IN LIEU OF MEETING: Subject to the Articles, a
resolution In writing signed by all the Directors entitled to vote on that
resolution at a meeting of Directors or committee of Directors is as valid as
if it had been passed at a meeting of Directors or committee of Directors. A
resolution in writing may be signed in any number of counterparts which
together shall be construed as a single instrument. A resolution in writing
shall take effect on the date when it is expressed to be effective
notwithstanding that the effective date is before or after the date on which
it was signed by the directors or any of them. A resolution in writing
transmitted by telegraph, telex or other device capable of transmitting a
printed message and purporting to be sent by a director shall be valid as a
counterpart of a resolution in writing of the Directors.
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PART III
SHAREHOLDERS' MEETINGS
3.01 CHAIRMAN AT MEETING OF SHAREHOLDERS: The President of the
Corporation shall act as chairman at all Meetings of Shareholders; but if the
President is absent or refuses to act as chairman, the Shareholders in
attendance shall elect some other person in attendance at the meeting, who
need not be a Shareholder, to act as chairman of the meeting.
3.02 PLACE OF SHAREHOLDERS' MEETINGS: Subject to the Articles and the
provisions of the Act permitting a Meeting of Shareholders to be held outside
Alberta, a Meeting of Shareholders shall be held at the place in Alberta
determined by the Directors.
3.03 PARTICIPATION IN MEETING BY TELEPHONE: A Shareholder or any other
person entitled to attend a Meeting of Shareholders may participate in the
meeting by means of telephone or other communication facilities that permit
all persons participating in the meeting to hear each other.
3.04 NOTICE OF ADJOURNED MEETING: If a Meeting of Shareholders is
adjourned by one or more adjournments for an aggregate of less than thirty
(30) days, it is not necessary to give notice of the adjourned meeting other
than by announcement at the time of the adjournment.
3.05 QUORUM OF SHAREHOLDERS: The holder or holders of fifteen (15%)
percent of the shares entitled to vote at a Meeting of Shareholders present
in person or represented by proxy shall constitute a quorum, irrespective of
the number of persons actually present at the meeting.
3.06 LOSS OF QUORUM DURING MEETING: If a quorum is present at the opening
of a Meeting of Shareholders, the Shareholders present may proceed with the
business of the meeting notwithstanding that a quorum is not present
throughout the meeting.
3.07 VOTING JOINTLY HELD SHARES: If two (2) or more persons hold shares
of the Corporation jointly, one of those holders present at a Meeting of
Shareholders may, in the absence of the others, vote the shares; but if two
(2) or more of those persons who are present in person or by proxy vote, they
shall vote as one on the shares jointly held by them.
3.08 VOTING: Voting at a Meeting of Shareholders shall be by show of
hands except where a vote by ballot is demanded by a Shareholder or a
proxyholder entitled to vote at the meeting. If a vote by ballot is demanded
at a meeting, in which a Shareholder, or other person entitled to attend and
vote at the meeting, is participating by telephone or other communication
facilities. such Shareholder or other person may verbally appoint some person
present at the meeting to cast a ballot on his behalf and a ballot so cast
shall be valid as if it were personally cast by the Shareholder or other
person so participating.
3.09 WRITTEN RESOLUTION IN LIEU OF MEETING: Subject to the Articles, 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. A resolution in writing may be signed in any
number of counterparts which together shall be construed as a single
instrument. A resolution in writing shall take effect on the date when it is
expressed to be effective notwithstanding that the effective date is before
or after the date on which it was signed by the Shareholders or any of them.
A resolution in writing transmitted by telegraph, telex or other device
capable of transmitting a printed message and purporting to be sent by a
Shareholder shall be valid as a counterpart of a resolution in writing of the
Shareholder.
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PART IV
VOTING RIGHTS IN OTHER BODIES CORPORATE
4.01 The signing officers of the Corporation may execute and deliver
instruments of proxy arid 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 person signing or arranging for them. In addition, the Board may 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.
PART V
SHARES AND SHARE CERTIFICATES
5.01 ALLOTMENT: Subject to the Articles, the Board may from time to time
allot, or grant options to purchase, and issue 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 provided by the Act.
5.02 COMMISSIONS: The Board may from time to time authorize the
Corporation to payable 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 shares of the Corporation.
5.03 NON-RECOGNITION OF TRUSTS: Subject to the provisions of the Act, the
Corporation may treat as the absolute owner of any share the person in whose
name the share is registered in the securities register as if that person had
full legal capacity and authority to exercise all rights of ownership,
irrespective of any indication to the contrary through knowledge or notice or
description in the Corporation's records or on the share certificate.
5.04 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 acknowledgment of his right to obtain a share
certificate, stating the name of the person to whom the certificate or
acknowledgment was issued, and the number and class or series of shares held
by him as shown on the securities register. The Corporation may charge a fee
of not more than $3.25 for a share certificate issued in respect of a
transfer. Share certificates and acknowledgments of a shareholder's right to
a share certificate, shall, subject to the Act, be in such form as the Board
shall from time to time approve. Any share certificate shall be signed by any
number of signing officers as the Board may determine 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 a sole
signing officer or two signing officers, as the case may be, 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.
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5.05 REPLACEMENT OF SHARE CERTIFICATES: The Board or any officer or agent
designated by tile Board may in its or his discretion direct the issue of a
new share certificate in lieu of and upon cancellation of a share certificate
that has been mutilated or in substitution for a share certificate claimed to
have been lost, destroyed or wrongfully taken on payment of such fee, not
exceeding $3.00 or such greater amount as may be allowed by the Act, 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.
5.06 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. Anyone 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.
5.07 FRACTIONAL SHARES: The Corporation may issue a certificate for a
fractional share or may issue in its place as may be determined by the Board,
scrip certificates in a form that entitles the holder to receive a
certificate for a full share by exchanging scrip certificates aggregating a
full share. The Directors may attach conditions to any scrip certificates
including that the scrip certificates become void if they are not exchanged
for a share certificate representing a full share by a specified date, and
that any shares for which those scrip certificates are exchangeable may,
notwithstanding any pre-emptive right, be issued by the Corporation to any
person and the proceeds of those shares distributed rateable to holders of
the scrip certificates.
5.08 TRANSFER AND TRANSMISSION OF SHARES: Shares of the Corporation may
be transferred in the form of a transfer of endorsement endorsed on the
certificates issued for the shares of the Corporation or in any form of
transfer which may be approved by the Board.
5.09 REGISTRATION OF TRANSFER: 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.
5.10 The Corporation may treat a person as a registered shareholder
entitled to exercise all rights of the shareholder he represents if that
person produces to the Board such evidence as may be reasonably required that
he is the executor, administrator, heir or legal representative of the heirs
of the estate of a deceased shareholder, a guardian committee, trustee,
curator or tutor representing a registered shareholder.
5.11 The Corporation is not required to enquire into the existence of, or
see the performance or observance of, any duty owed to a third person by a
registered holder of any of its shares or by anyone whom it treats, subject
to the Act, as the owner or registered holder of the shares.
5.12 TRANSFER AGENTS AND REGISTRARS: The Board may from time to time
appoint one or more trust companies registered under THE TRUST COMPANIES ACT
(Alberta) as its agent or agents to maintain the central securities register
or registers, and an agent or agents to maintain branch securities registers.
Such a person may be designated as transfer agent or registrar according to
his functions and one person may be appointed both registrar and transfer
agent. The Board may at any time terminate any such appointment.
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PART VI
INFORMATION AVAILABLE TO SHAREHOLDERS
6.01 Except as provided by the Act, no Shareholder shall be entitled to
obtain information respecting any details or conduct of the Corporation's
business which in the opinion of the Directors it would be inexpedient in
the interests of the Corporation to communicate to the public.
6.02 The Directors may from time to time, subject to rights conferred by
the Act, determine whether and to what extent and at what time and place and
under what conditions or regulations the documents, books and registers and
accounting records of the Corporation or any of them shall be open to the
inspection of Shareholders and no Shareholder shall have any right to inspect
any document or book or register or account records of the Corporation except
as conferred by statute or authorized by the Board of Directors or by a
resolution of the Shareholders.
PART VII
INDEMNIFICATION OF DIRECTORS AND OFFICERS OF THE CORPORATION
7.01 In all circumstances permitted by the BUSINESS CORPORATIONS ACT
(Alberta), as from time to time amended, the Corporation shall 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 a creditor, and his heirs and legal representatives from and
against:
(a) all costs, charges and expenses, including an amount to settle
an action or satisfy a judgment reasonably incurred by him in
respect of any civil, criminal or administrative action or
proceeding to which he is made a party by reason of being or
having been a director or officer of that Corporation or body
corporate; and
(b) all other costs, charges and expenses that he has sustained
while acting as a director or officer in respect of the
affairs of the Corporation.
ENACTED this 24th day of June, 1997.
/s/Warren Arseneau
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President
CONFIRMED BY THE SHAREHOLDERS IN ACCORDANCE WITH THE ACT, the 24th day of June,
1997.
/s/Warren Arseneau
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President
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