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Exhibit 3.ii(f)
IMC KALIUM CANADA LTD.
BY-LAW
A by-law respecting the granting of
patronage dividends to customers of the
Corporation
BE IT ENACTED as a by-law of the Corporation as follows:
1. The Corporation does hereby hold out to its customers who are
members of the Corporation the prospect that amounts may be
credited to them computed at a rate, to be determined by the
board of directors of the Corporation at their sole discretion
from time to time, which rate may be nil, in relation to the
quantity, quality or value of the goods or products acquired,
marketed, handled, dealt in or sold, or services rendered by
the Corporation from, on behalf of or to the customer, with
appropriate differences in the rate for different classes,
grades or quantities.
2. As used herein, the term "customer" and "member" mean
"customer" and "member", respectively, as defined in section
135 of the INCOME TAX ACT (Canada), as amended.
ENACTED by the Board the 26th day of June, 2000.
/s/ John U. Huber /s/ Rose Marie Williams
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John U. Huber, President Rose Marie Williams, Secretary
CONFIRMED by the shareholders in accordance with the BUSINESS CORPORATIONS ACT
the 26th day of June, 2000.
/s/ Rose Marie Williams
-----------------------------
Rose Marie Williams, Secretary
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SCHEDULE A
IMC KALIUM CANADA LTD.
BY-LAW
A By-law respecting the granting of
patronage dividends to customers of the
Corporation
BE IT ENACTED as a by-law of the Corporation as follows:
1. The Corporation does hereby hold out to its customers who are
members of the Corporation the prospect that amounts may be
credited to them computed at a rate, to be determined by the
board of directors of the Corporation at their sole discretion
from time to time, which rate may be nil, in relation to the
quantity, quality or value of the goods or products acquired,
marketed, handled, dealt in or sold, or services rendered by
the Corporation from, on behalf of or to the customer, with
appropriate differences in the rate for different classes,
grades or quantities.
2. As used herein, the term "customer" and "member" mean
"customer" and "member", respectively, as defined in section
135 of the INCOME TAX ACT (Canada), as amended.
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BY LAW NO.1
A by-law relating generally to the conduct of the affairs of S & P CANADA II,
INC.
BE IT ENACTED as a by-law of the Corporation as follows:
INTERPRETATION
1.01 DEFINITIONS. - In the by-laws of the Corporation, unless the
context otherwise requires:
"Act" means the Canada Business Corporations Act, and any statute that
may be substituted therefore, as from time to time amended;
"appoint" includes "elect" and vice versa;
"articles" means the articles attached to the certificate of
Incorporation 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;
"cheque" includes a draft;
"Corporation" means the corporation incorporated by the said
certificate under the Act and named S & P CANADA II, INC.
"meeting of shareholders" includes an annual meeting of shareholders
and a special meeting of shareholders; "special meeting of
shareholders" includes a meeting of any class or classes of
shareholders and a special meeting of all shareholders entitled to
vote at an annual meeting of shareholders;
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"non-business day" means Saturday, Sunday and any other day that is a
holiday as defined in the Interpretation Act (Canada) as from time to
time amended;
"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 holding or the first address so appearing if
there are more than one; and in the case of a director, officer,
auditor or member of a committee of the board, his latest address as
recorded in the records of the Corporation;
"resident Canadian" means an individual who is
(a) A Canadian citizen ordinarily resident in Canada;
(b) A Canadian citizen not ordinarily resident in Canada who is a
member of a prescribed class of persons, or
(c) A permanent resident within the meaning of the Immigration
Act, 1976 and ordinarily resident in Canada except a permanent
resident who has been ordinarily resident in Canada for more
than one year after the time at which he first became eligible
to apply for Canadian citizenship;
"signing officer" means, in relation to any instrument, any person
authorized to sign the same on behalf of the Corporation by or pursuant
to section 2.04; and
"unanimous shareholder agreement" means a written agreement among all
the shareholders of the Corporation or among all
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such shareholders and a person who is not a shareholder or a written
declaration of the beneficial owner of all of the issued shares of the
Corporation, that restricts in whole or in part the powers of the
directors to manage the business and affairs of the Corporation, as
from time to time amended;
Save as aforesaid, words and expressions defined in the Act have the
same meanings when used herein. Words importing the singular number
include the plural and vice versa; words importing gender include the
masculine, feminine and neuter genders; and words importing a person
include an individual, partnership, association, body corporate,
trustee, executor, administrator, and legal representative.
BUSINESS OF THE CORPORATION
2.01 REGISTERED OFFICE. - The registered office of the Corporation shall be
at the place within Canada from time to time specified in the articles 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 shall be in the form impressed hereon.
2.03 FINANCIAL YEAR. - Until changed by the board, the financial year of
the Corporation shall end on the last day of July in each year.
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2.04 EXECUTION OF INSTRUMENTS. - Deeds, transfers, assignments, contracts,
obligations, certificates and other instruments may be signed on behalf of the
Corporation by the sole director or by any two persons, one of whom holds the
office of chairman of the board, managing director, president, vice-president or
director and the other of whom holds one of the said offices or the office of
secretary, treasurer, assistant secretary or assistant treasurer or any other
office created by by-law or by the board. In addition, the board or the said two
persons 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. Any signing 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
therefor, 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 prescribe.
2.06 VOTING RIGHTS IN OTHER BODIES CORPORATE. - The signing 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 shall be
in favour of such persons as may be determined by the officers executing or
arranging for
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the same. In addition, the board may from time to time direct the manner in
which and the persons by whom any particular voting rights or class of voting
rights may or shall be exercised.
2.07 DIVISIONS. - The board may cause the business and operations of the
Corporation or any part thereof to be divided into one or more divisions upon
such basis, including without limitation, types of business or operations,
geographical territories, product lines or goods or services as the board may
consider appropriate in each case. From time to time the board or, if authorized
by the board the chief executive officer may authorize, upon such basis as may
be considered appropriate in each case:
(a) SUBDIVISION AND CONSOLIDATION. - The further division of the
business and operations of any such division into sub-units
and the consolidation of the business and operations of any
such division and sub-units;
(b) NAME. - The designation of any such division or sub-unit by,
and the carrying on of the business and operations of any such
division or sub-unit under, a name other than the name of the
Corporation; 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;
(c) OFFICERS. - The appointment of officers for any such division
or sub-unit, the determination of their powers and
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duties, and the removal of any such officer so appointed
without prejudice to such officer's rights under any
employment contract or in law, provided that any such officers
shall not, as such, be officers of the Corporation.
BORROWING AND SECURITIES
3.01 BORROWING POWER. - Without limiting the borrowing powers of the
Corporation as set forth in the Act, but subject to the articles and any
unanimous shareholder agreement, the board 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;
(c) to the extent permitted by the Act, give a guarantee on behalf
of the Corporation to secure performance of any present or
future indebtedness, liability or obligation of any person;
and
(d) 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 of
the Corporation including book debts, rights, powers,
franchises and undertakings, to secure any such bonds,
debentures, notes or other evidences of indebtedness or
guarantee or any other present or future indebtedness,
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liability or obligation 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. - The board may from time to time delegate to a committee
of the board, a director or an officer of the Corporation or any other person as
may be designated by the board all or any of the powers conferred on the board
by section 3.01 or by the Act to such extent and in such manner as the board may
determine at the time of such delegation.
DIRECTORS
4.01 NUMBER OF DIRECTORS. - Until changed in accordance with the Act, the
board shall consist of not fewer than the minimum number and not more than the
maximum number of directors provided in the articles.
4.02 QUALIFICATION. - No person shall be qualified for election as a
director if he is less than 18 years of age; if 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. A
majority of the directors shall be resident Canadians.
4.03 ELECTION AND TERM. - The election of directors shall take place at
each annual meeting of shareholders and all the directors then in office shall
retire but, if qualified, shall be
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eligible for re-election. The number of directors to be elected at any such
meeting shall be the number of directors then in office unless the directors or
the shareholders otherwise determine. Where the shareholders adopt an amendment
to the articles to increase the number or minimum number of directors, the
shareholders may, at the meeting at which they adopt the amendment, elect the
additional number of directors authorized by the amendment. The election shall
be by resolution. 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 Act, the shareholders may by
resolution passed at a meeting specially called for such purpose 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 board.
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. - Subject to the Act, a quorum of the board may fill a
vacancy in the board, except a vacancy resulting from an increase in the number
or minimum number of directors or from a failure of the shareholders to elect
the number or minimum number of directors.
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4.07 ACTION BY THE BOARD. - Subject to any unanimous shareholder
agreement, the board shall manage the business and affairs of the Corporation.
The powers of the board may be exercised at a meeting (subject to sections 4.08
and 4.09) at which a quorum is present or by resolution in writing signed by all
the directors entitled to vote on that resolution at a meeting of the board.
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.
4.08 CANADIAN MAJORITY AT MEETINGS. - The board shall not transact business
at a meeting, other than filling a vacancy in the board, unless a majority of
the directors present are resident Canadians, except where
(a) a resident Canadian director who is unable to be present
approves in writing or by telephone or other communications
facilities the business transacted at the meeting; and
(b) a majority of resident Canadians would have been present had
that director been present at the meeting.
4.09 MEETING BY TELEPHONE. - If all the directors of the Corporation
consent, a director may participate in a meeting of the board or of a committee
of the board by means of such telephone or 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
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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 the board.
4.10 PLACE OF MEETINGS. - Meetings of the board may be held at any place in
or outside Canada.
4.11 CALLING OF MEETINGS. - Meetings of the board shall be held from time
to time at such time and at such place as the board, the chairman of the board,
the managing director, the president or any two directors may determine.
4.12 NOTICE OF MEETING. - Notice of the time and place of each meeting of
the board shall be given in the manner provided in Section Eleven to each
director not less than 48 hours before the time when the 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 the Act requires such
purpose or business to be specified, including, if required by the Act, 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 issued by the Corporation;
(f) pay a commission for the sale of shares;
(g) approve a management proxy circular;
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(h) approve a take-over bid circular or directors' circular;
(i) approve any annual financial statements; or
(j) adopt, amend or repeal by-laws.
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 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 REGULAR MEETINGS. - The board may appoint a day or days in any
month or months for regular meetings of the board at a place and hour to be
named. A copy of any resolution of the board fixing the place and time of
such regular meetings shall be sent to each director forthwith after being
passed, but no other notice shall be required for any such regular meeting
except where the Act requires the purpose thereof or the business to be
transacted thereat to be specified.
4.16 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 or president. If no such officer is present, the directors
present shall choose one of their number to be chairman.
4.17 QUORUM. - Subject to section 4.07 and 4.08, the quorum for the
transaction of business at any meeting of the board shall consist
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of 2 directors or such greater number of directors as the board may from time to
time determine.
4.18 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 case of
an equality of votes the chairman of the meeting shall be entitled to a
second or casting vote.
4.19 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. Such a
director shall not vote on any resolution to approve the same except as
provided by the Act.
4.20 REMUNERATION AND EXPENSES. - Subject to any unanimous
shareholder agreement, 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 traveling 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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COMMITTEES
5.01 COMMITTEES OF THE BOARD. - The board may appoint one or more
committees of the board, however designated, and delegate to any such committee
any of the powers of the board except those which pertain to items which, under
the Act, a committee of the board has no authority to exercise. A majority of
the members of any such committee shall be resident Canadians.
5.02 TRANSACTION OF BUSINESS. - Subject to the provision provisions of
section 4.09, the powers of a committee of the board may be exercised by a
meeting at which a quorum is present or by resolution in writing signed by all
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 ADVISORY BODIES. - The board may from time to time appoint such
advisory bodies as it may deem advisable.
5.04 PROCEDURE. - Unless otherwise determined by the board, each
committee and advisory body shall have power to fix its quorum at not less
than a majority of its members, to elect its chairman and to regulate its
procedure.
OFFICERS
6.01 APPOINTMENT. - Subject to any unanimous shareholder agreement,
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), one or more secretaries, a treasurer and such other officers as
the board may determine, including one or more
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assistants to any of the officers so appointed. The board may specify the duties
of and, in accordance with this by-law and subject to 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. if appointed, the
board may assign to him any of the powers and duties that are by any
provisions of this by-law 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 also appoint a
managing director who shall be a resident Canadian and 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 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 that office.
6.04 PRESIDENT. - The president shall be the chief operating officer and,
subject to the authority of the board, shall have general supervision of the
business of the Corporation; and shall have such other powers and duties as the
board may specify. During the absence or disability of the managing director, or
if no managing director has been appointed, the president shall also have the
powers
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and duties of that office.
6.05 VICE-PRESIDENT. - A vice-president shall have such powers and duties
as the board or the chief executive officer may specify.
6.06 SECRETARY. - A Secretary shall have such powers and duties as the
board may specify, including without limitation the following:
The secretary shall attend and be the secretary of all meetings of the
board, shareholders and committees of the board and shall enter or cause to be
entered in records kept for that purpose minutes of all proceedings thereat; he
shall give or cause to be given, as and when instructed, all notices to
shareholders, directors, officers, auditors and members of committees of the
board; he shall be the custodian of the stamp or mechanical device generally
used for affixing the corporate seal of the Corporation and of all books,
papers, records, documents and instruments belonging to the Corporation, except
when some other officer or agent has been appointed for that purpose.
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 or the chief executive
officer 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
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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 or the chief executive officer 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 or in law. Otherwise each officer appointed by the board
shall hold office until his successor is appointed, or until his earlier
resignation.
6.11 CONFLICT OF INTEREST. - An officer shall disclose his interest in any
material contract or proposed material contract with the Corporation in
accordance with Section 4.19.
6.12 AGENTS AND ATTORNEYS. - The Corporation, by or under the authority of
the board, shall have power from time to time to appoint agents or attorneys for
the Corporation in or outside Canada with such powers (including the power to
sub-delegate) of management, administration or otherwise as may be thought fit.
PROTECTION OF DIRECTORS, OFFICERS AND OTHERS
7.01 LIMITATION OF LIABILITY. - Every director and officer of the
Corporation in exercising his powers and discharging his
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duties shall act honestly and in good faith with a view to the best
interests of the Corporation and exercise the care, diligence and skill that a
reasonably prudent person would exercise in comparable circumstances. Subject to
the foregoing, no director or officers shall be liable for the acts, receipts,
neglects or defaults of any other director, officer of 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 judgment or oversight on his part, or for any
other loss, damage or misfortune which shall happen in the execution of the
duties of his office or in relation thereto; 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 Act, the Corporation shall indemnify a
director or officer, a former director or officer, or a person who acts or acted
at the Corporation's request as a director or officer of a body corporate of
which the Corporation is or was a shareholder or creditor, and his heirs and
legal representatives, against all costs, charges and expenses, including an
amount paid to settle an action or satisfy a judgment, reasonably incurred by
him in
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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 criminal or administrative action or proceeding
that is enforced by a monetary penalty, he had reasonable
grounds for believing that his conduct was lawful.
The Corporation shall also indemnify such person in such other
circumstances as the Act permits or requires. Nothing in this by-law shall limit
the right of any person entitled to indemnify to claim indemnity apart from the
provisions of this by-law.
7.03 INSURANCE. - Subject to the Act, the Corporation may purchase and
maintain insurance for the benefit of any person referred to in section 7.02
against any liability incurred by him in his capacity as a director or officer
of the Corporation or of another body corporate where he acts or acted in that
capacity at the Corporation's request.
SHARES
8.01 ALLOTMENT OF SHARES. - Subject to of the Act, the articles and any
unanimous shareholder agreement, 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
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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 approved by the
Act.
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. - Subject to the Act, no transfer of a share
shall be registered in a securities register except upon presentation of the
certificate representing such share with an endorsement which complies with the
Act made thereon or delivered therewith duly executed by an appropriate person
as provided by the Act, together with such reasonable assurance that the
endorsement is genuine and effective e as the board may from time to time
prescribe, upon payment of all applicable taxes and any reasonable fees
prescribed by the board upon compliance with such restrictions on transfer as
are authorized by the articles and upon satisfaction of any lien referred to in
section 8.10.
8.04 TRANSFER AGENTS AND REGISTRARS. - The board may from time to time
appoint one or more agents to maintain, in respect of each class of shares of
the Corporation issued by it, a central securities register and one or more
branch securities registers. Such a person may be designated as transfer agent
or registrar according to his functions and one person may be designated both
registrar and transfer agent. The board may at any time terminate such
appointment.
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8.05 NON-RECOGNITION OF TRUSTS. - Subject to the Act, the Corporation may
treat the registered holder of any share as the person exclusively entitled to
vote, to receive notices, to receive any dividend or other payments in respect
of the share, and otherwise to exercise all the rights and powers of an owner of
the share.
8.06 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 certificate of acknowledgement of his right to obtain a
share certificate, stating the number and class or series of shares held by him
as shown on the securities register. Such certificates shall be in such form as
the board may from time to time approve. Any such 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 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 a certificate which
is not valid unless countersigned by or on behalf of a transfer agent and/or
registrar, and in the case of certificate which does not require a manual
signature under the Act, the signatures of both signing officers, may be printed
or mechanically reproduced in facsimile thereon. 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 certificate
executed as aforesaid shall be valid notwithstanding that one or both of the
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officers whose facsimile signature appears thereon no longer holds office at the
date of issue of the certificate.
8.07 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 or other such certificate in lieu of and upon cancellation of a
certificate that has been mutilated or in substitution for a certificate claimed
to have been lost, destroyed or wrongfully taken on payment of such reasonable
fee 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.
8.08 JOINT HOLDERS. - 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.
8.09 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 any
dividend or other payments in respect thereof 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.
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8.10 LIEN FOR INDEBTEDNESS. - If the articles provide that the Corporation
shall have a lien on shares registered in the name of a shareholder indebted to
the Corporation, such lien may be enforced, subject to the articles and to any
unanimous shareholder agreement, by the sale of the shares thereby affected or
by any other action, suit, remedy or proceeding authorized or permitted by law
or by equity and, pending such enforcement, the Corporation may refuse to
register a transfer of the whole or any part of such shares.
DIVIDENDS AND RIGHTS
9.01 DIVIDENDS. - Subject to 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 money shall be paid by
cheque to the order of each registered holder of shares of the class or series
in respect of which it has been declared and mailed by prepaid ordinary mail to
such registered holder at 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
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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 50 days the date for the payment of any
dividend or the date for the issue of any warrant or other evidence of the right
to subscribe for securities of the Corporation, as a record date for the
determination of the persons entitled to receive payment of such dividend or to
exercise the right to subscribe for such securities, and notice of any such
record date shall be given not less than 7 days before such record date in the
manner provided by the Act. If no record date is so fixed, the record date for
the determination of the persons entitled to receive payment of any dividend or
to exercise the right to subscribe for securities of the Corporation shall be at
the close of business on the day on which the resolution relating to such
dividend or right to subscribe is passed by the board.
9.05 UNCLAIMED DIVIDENDS. - Any dividend unclaimed after a period of 6
years from the date on which the same has been declared to be payable shall be
forfeited and shall revert to the Corporation.
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MEETINGS OF SHAREHOLDERS
10.01 ANNUAL MEETINGS. - The annual meeting of shareholders shall be held
at such time in each year and, subject to section 10.03, at such place as the
board, the chairman of the board, the managing director or the president 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 an auditor and for the transaction of
such other business as may properly be brought before the meeting.
10.02 SPECIAL MEETINGS. - The board, the chairman of the board, the
managing director or the president shall have power to call a special meeting of
shareholders at any time.
10.03 PLACE OF MEETINGS. - Meetings of shareholders shall be held at the
registered office of the Corporation or elsewhere in the municipality in which
the registered office is situate or, if the board shall so determine, at some
other place in Canada or, if all the shareholders entitled to vote at the
meeting so agree, at some place outside Canada.
10.04 NOTICE OF MEETINGS. - Notice of the time and place of each meeting of
shareholders shall be given in the manner provided in Section Eleven not less
than 21 nor more than 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 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
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of shareholders called for any purpose other than consideration of the
financial statements and auditor's report, election of directors and
reappointment of the incumbent auditor shall state the nature of such business
in sufficient detail to permit the shareholder to form a reasoned judgment
thereon and shall state the text of any special resolution to be submitted to
the meeting.
10.05 LIST OF SHAREHOLDERS ENTITLED TO NOTICE. - For every 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 held by each shareholder entitled to vote at the meeting. If a
record date for the meeting is fixed pursuant to section 10.06, the shareholders
listed shall be those registered at the close of business on such record date.
If no record date is fixed, the shareholders listed shall be those registered 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, on the day on which
the meeting is held. The list shall be available for examination by any
shareholder during usual business hours at the registered office of the
Corporation or at the place where the central securities register is maintained
and at the meeting for which the list was prepared. Where a separate list of
shareholders has not been prepared, the names of persons appearing in the
securities register at the requisite time as the holder of one or more shares
carrying the right to vote at such meeting shall be deemed to be a list of
shareholders.
10.06 RECORD DATE FOR NOTICE. - The board may fix in
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advance a date, preceding the date of any meeting of shareholders by not
more than 50 days and not less than 21 days, as a record date for the
determination of the shareholders entitled to notice of the meeting, and notice
of any such record date shall be given not less than 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 receive notice of the meeting shall be at the close of business on
the day immediately preceding the day on which the notice is given or, if no
notice is given, the day on which the meeting is held.
10.07 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 duly represented
or if those not present or represented waive notice of or otherwise consent to
such meeting being held, and (b) if the auditors and the directors are present
or waive notice of or otherwise consent to such meeting being held; so long as
such shareholders, auditors or directors present are not attending for the
express purpose of objecting to the transaction of any business on the grounds
that the meeting is not lawfully called. At such a 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 Canada, shareholders not present or duly
represented, 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.
10.08 CHAIRMAN, SECRETARY AND SCRUTINEERS. - The chairman
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of any meeting of shareholders shall be the first mentioned of such of the
following officers as have been appointed and who is present at the meeting:
managing director, president, chairman of the board or a vice-president who is a
shareholder. If no such officer is present within 15 minutes from the time fixed
for holding the meeting, the persons present and entitled to vote shall choose
one of their number to be chairman. If 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 scrutinizers, who
need not be shareholders, may be appointed by a resolution or by the chairman
with the consent of the meeting.
10.09 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.
10.10 QUORUM. - Subject to the Act, a quorum for the transaction of
business at any meeting of shareholders shall be two persons present in person,
each being a shareholder entitled to vote thereat or duly appointed proxyholder
or representative for a shareholder so entitled. If a quorum is present at the
opening of any meeting of shareholders, the shareholders present or represented
may
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proceed with the business of the meeting notwithstanding that a quorum is
not present throughout the meeting. If a quorum is not present at the opening of
any meeting of shareholders, the shareholders present or represented may adjourn
the meeting to a fixed time and place but may not trasact any other business.
10.11 RIGHT TO VOTE. - Every person named in the list referred to in
section 10.05 shall be entitled to vote the shares shown thereon opposite his
name at the meeting to which such list relates, except to the extent that (a)
where the Corporation has fixed a record date in respect of such meeting, such
person has transferred any of his shares after such record date, or where the
Corporation has not fixed a record date in respect of such meeting, such person
has transferred any of his shares after the date on which such list is prepared,
and (b) the transferee, having produced properly endorsed certificates
evidencing such shares or having otherwise established that he owns such shares,
has demanded not later than 10 days before the meeting that his name be included
in such list. In any such excepted case the transferee shall be entitled to vote
the transferred shares at such meeting.
10.12 PROXYHOLDERS AND REPRESENTATIVES. - Every shareholder entitled to
vote at a meeting of shareholders may appoint a proxyholder, or one or more
alternate proxyholders, to attend and act as his representative 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.
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29.
Alternatively, every such shareholder which is a body corporate or
association may authorize by resolution of its directors or governing body an
individual to represent it at a meeting of shareholders and such individual may
exercise on the shareholder's behalf all the powers it could exercise if it were
an individual shareholder. The authority of such an individual shall be
established by depositing with the Corporation a certified copy of such
resolution, or in such other manner as may be satisfactory to the secretary of
the Corporation or the chairman of the meeting. Any such proxyholder or
representative need not be a shareholder.
10.13 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 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 with the
Corporation or an agent thereof specified in such notice or if, no such time
having been specified in such notice, 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.
10.14 JOINT SHAREHOLDERS. - If two or more persons hold shares jointly, any
one of them present in person or duly represented 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 and vote, they shall vote
as one the shares jointly held by them.
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30.
10.15 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 a 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.
10.16 SHOW OF HANDS. - Subject to 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 carried or carried by a particular majority or not
carried and an entry to that effect in the minutes of the meeting shall be prima
facie evidence of the fact without proof of the number or proportion of the
votes recorded in favour 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.
10.17 BALLOTS. - On any question proposed for consideration at a meeting of
shareholders, and whether or not a show of hands has been taken thereon, the
chairman may require a ballot or any person who is present and entitled to vote
on such question at the meeting may demand a ballot. A ballot so required or
demanded shall be taken in such manner as the chairman shall direct. A
requirement or
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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.
10.18 ADJOURNMENT. - The chairman at a meeting of shareholders may, with
the consent of the meeting and subject to such conditions as the meeting may
decide, adjourn the meeting from time to time and from place to place. If a
meeting of shareholders is adjourned for less than 30 days, it shall not be
necessary to give notice of the adjourned meeting, other than by announcement at
the earliest meeting that is adjourned. Subject to the Act, if a meeting of
shareholders is adjourned by one or more adjournments for an aggregate of 30
days or more, notice of the adjourned meeting shall be given as for an original
meeting.
10.19 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 unless a
written statement with respect to the subject matter of the resolution is
submitted by a director or the auditor in accordance with the Act.
10.20 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 duly represented constitutes a meeting.
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NOTICES
11.01 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 the board shall be sufficiently given if delivered personally to
the person to whom it is to be given or if delivered to his recorded address or
if mailed to him at his recorded address by prepaid ordinary or air mail or if
sent to him at 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 aforsaid; a notice
so mailed shall be deemed to have been given when deposited in a post office or
public letter box 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 company or agency or its representative for
dispatch. The secretary may change or cause to be changed the recorded address
of any shareholder, director, officer auditor or member of a committee of the
board in accordance with any information believed by him to be reliable.
11.02 NOTICE TO JOINT SHAREHOLDERS. -If two or more persons are registered
as joint holders of any share, any notice may be addressed to all of such
jointholders but notice addressed to one of such persons shall be sufficient
notice to all of them.
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33.
11.03 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 notice shall be excluded and the date
of the meeting or other event shall be included.
11.04 UNDELIVERED NOTICES. - If any notice given to a shareholder pursuant
to section 11.01 is returned on three consecutive occasions because he cannot be
found, the Corporation shall not be required to give any further notices to such
shareholder until he informs the Corporation in writing of his new address.
11.05 OMISSIONS AND ERRORS. - The accidental omission to give any notice to
any shareholder, director, officer, auditor or member of a committee of the
board 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.
11.06 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 to such share prior to his 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.
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11.07 WAIVER OF NOTICE. - Any shareholder, proxyholder, other person
entitled to attend a meeting of shareholders, director, officer, auditor or
member of a committee of the board may at any time waive any notice, or waive or
abridge the time for any notice, required to be given to him under the act, the
regulations thereunder, the articles, the by-laws or otherwise and such waiver
or abridgment, whether given before or after the meeting or other event of which
notice is required to be given, shall cure any default in the giving or in 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 or a committee of the board which may be given in any manner.
EFFECTIVE DATE
12.01 EFFECTIVE DATE. - This by-law shall come into force when made by the
board in accordance with the Act.
12.02 REPEAL. - All previous general by-laws of the Corporation, are
repealed as of the coming into force of this by-law. Such repeal shall not
affect the previous operation of any by-law so repealed or affect the validity
of any act done or right, privilege, obligation or liability acquired or
incurred under, or the validity of any contract or agreement made pursuant to,
or the validity of any articles (as defined in the Act) or predecessor charter
documents of the Corporation obtained pursuant to, any such by-law prior to its
repeal. All Officers and persons acting under any by-law so repealed
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shall continue to act as if appointed under the provisions of this by-law
and all resolutions of the shareholders or the board or a committee of the board
with continuing effect passed under any repealed by-law shall continue good and
valid except to the extent inconsistent with this by-law and until amended or
repealed.
PASSED as of the 22nd day of October, 1987.
/s/ [ILLEGIBLE] /s/ J. E. Harris
- --------------------------- c/s -------------------------------
President Secretary
BE IT RESOLVED THAT
By-Law No. 1, being a by-law relating generally to the transaction of the
business and affairs of the Corporation be and the same is hereby passed as a
by-law of the Corporation and the President and the Secretary be and they are
hereby authorized to sign the by-law and apply the corporate seal thereto.
The foregoing resolution and By-law No. 1 are hereby consented to by the
signature of the sole director of the Corporation pursuant to the Canada
Business Corporations Act this 22nd day of October, 1987.
/s/ J. E. Harris
-----------------
J. E. Harris
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36.
BE IT RESOLVED THAT
By-Law No. 1, being a by-law relating generally to the transaction of the
business and affairs of the Corporation be and the same is hereby confirmed
without amendment as a by-law of the Corporation.
The foregoing resolution is hereby consented to by the sole shareholder of
the Corporation pursuant to the Canada Business Corporations Act as evidenced by
his signature hereto as of the 22nd day of October, 1987.
/s/ J. E. Harris
--------------------------------
J. E. Harris