FORM 21
(Section 371)
PROVINCE OF BRITISH COLUMBIA
Certificate of Incorporation No. 351563
COMPANY ACT
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SPECIAL RESOLUTION
The following special resolution was passed by the undermentioned
Company on the date stated:
Name of Company: IDAHO CONSOLIDATED METALS CORP.
Date resolution passed: June 24, 1996
Resolution:
"RESOLVED, as a Special Resolution, THAT:
(a) the authorized capital be increased from 20,000,000 common
shares without par value to 100,000,000 common shares without
par value AND THAT paragraph 2 of the Memorandum be altered
to read as follows:
'2 The authorized capital of the Company consists of
100,000,000 common shares without par value.'
(b) the existing Articles of the Company as filed with the
Registrar of Companies be canceled AND THAT the form of
Articles attached hereto and marked Schedule "A" be adopted
as the Articles of the Company in substitution for, and to
the exclusion of, the existing Articles of the Company."
The Memorandum as altered is attached.
Certified a true copy the 24th day of June, 1996.
(Signature) ____________________________________
(Relationship to Company): Solicitor
COMPANY ACT
IDAHO CONSOLIDATED METALS CORP.
ALTERED MEMORANDUM
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(As altered by special resolution passed June 24, 1996)
1. The name of the Company is Idaho Consolidated Metals Corp.
2. The authorized capital of the Company consists of 100,000,000
common shares without par value.
SCHEDULE "A"
Articles of
IDAHO CONSOLIDATED METALS CORP.
TABLE OF CONTENTS
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Part
1. Interpretation
2. Shares and Share Certificates
3. Issue of Shares
4. Share Registers
5. Transfer of Shares
6. Transmission of Shares
7. Alteration of Capital
8. Purchase and Redemption of Shares
9. Borrowing Powers
10. General Meetings
11. Proceedings at General Meetings
12. Votes of Members
13. Directors
14. Election and Removal of Directors
15. Powers and Duties of Directors
16. Disclosure of Interest of Directors
17. Proceedings of Directors
18. Executive and Other Committees
19. Officers
20. Indemnity and Protection of Directors, Officers and Employees
21. Dividends and Reserve
22. Record Dates
23. Documents, Records and Financial Statements
24. Notices
25. Seal
26. Prohibitions
COMPANY ACT
ARTICLES
IDAHO CONSOLIDATED METALS CORP.
PART 1 - INTERPRETATION
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1.1 In these Articles, unless the context otherwise requires:
(a) "Company Act" means the Company Act of the Province of
British Columbia from time to time in force and all
amendments thereto and includes all regulations and
amendments thereto made pursuant to that Act;
(b) "designated security" means a security of the company that
is not a debt security and that:
(i) carries a voting right in all circumstances or
under some circumstances that have occurred and are
continuing, or
(ii) carries a residual right to participate in the
earnings of the Company or, upon the liquidation or
winding up of the Company, in its assets;
(c) "Directors", "Board of Directors" or "Board" means the
Directors or, if the company has only one Director, the
Director of the Company for the time being;
(d) "month" means calendar month;
(e) "registered address" of a Director means the address of
the Director recorded in the register of directors;
(f) "registered address" of a member means the address of the
member recorded in the register of members;
(g) "registered owner" or "registered holder" when used with
respect to a share in the capital of the Company means the
person registered in the register of members in respect of
such shares;
(h) "regulations" means the regulations made pursuant to the
Company Act;
(i) "seal" means the common seal of the Company, if the
Company has one.
1.2 Expressions referring to writing shall be construed as
including references to printing, lithography, typewriting,
photography and other modes of representing or reproducing
words in a visible form.
1.3 Words importing the singular include the plural and vice versa,
words importing male persons include female persons and words
importing persons shall include corporations.
1.4 The meaning of any words or phrases defined in the Company Act
shall, if not inconsistent with the subject or context, bear
the same meaning in these Articles.
1.5 The rules of construction contained in the Interpretation Act
shall apply, mutatis mutandis, to the interpretation of these
Articles.
1.6 The provisions contained in Table A in the First Schedule to
the Company Act shall not apply to the Company.
PART 2 - SHARES AND SHARE CERTIFICATES
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2.1 Every share certificate issued by the Company shall be in such
form as the Directors may approve from time to time and shall
contain such statements as are required by, and shall otherwise
comply with, the Company Act.
2.2 Every member is entitled, without charge, to one certificate
representing the share or shares of each class held by him
except that, in respect of a share or shares held jointly by
several members, the Company shall not be bound to issue more
than one certificate, and delivery of a certificate for a share
to one of several joint registered holders or to his duly
authorized agent shall be sufficient delivery to all. The
Company shall not be bound to issue certificates representing
redeemable shares if such shares are to be redeemed within one
month on the date on which they were allotted.
2.3 Any share certificate may be sent by registered mail to the
member entitled thereto, and neither the Company nor any
transfer agent shall be liable for any loss occasioned to the
member resulting from the loss or theft of any such share
certificate so sent.
2.4 If a share certificate:
(a) is worn out or defaced, the Directors may, upon production
to the Company of the certificate and upon such other
terms, if any, as they may think fit, order the
certificate to be canceled and issue a new certificate in
lieu thereof;
(b) is lost, stolen or destroyed, the Directors may, upon
proof thereof to their satisfaction and upon such
indemnity, if any, being given as they consider adequate,
issue a new share certificate in lieu thereof to the
person entitled to such lost, stolen or destroyed
certificate; or
(c) represents more than one share and the registered owner
thereof surrenders it to the Company with a written
request that the Company issue in his name two or more
certificates each representing a specified number of
shares and in the aggregate representing the same number
of shares as the certificate so surrendered, the Directors
shall cancel the certificate so surrendered and issue in
lieu thereof certificates in accordance with such request.
2.5 If a member owns shares of a class or series represented by
more than one share certificate and surrenders the certificates
to the Company with a written request that the Company issue in
his name one certificate representing in the aggregate the same
number of shares as the certificates so surrendered, the
Directors shall cancel the certificates so surrendered and
issue in lieu thereof a certificate in accordance with such
request.
2.6 The Directors may from time to time determine the amount of a
charge, not exceeding an amount prescribed by the regulations
or the Company Act, to be imposed for each certificate issued
pursuant to Articles 2.4 and 2.5.
2.7 Every share certificate shall be signed manually by at least
one officer or Director of the Company, or by or on behalf of a
registrar, branch registrar, transfer agent or branch transfer
agent of the Company and any additional signatures may be
printed or otherwise mechanically reproduced and, in such
event, a certificate so signed is as valid as if signed
manually, notwithstanding that any person whose signature is so
printed or mechanically reproduced shall have ceased to hold
the office that he is stated on such certificate to hold at the
date of the issue of the certificate.
2.8 Except as required by law, statute or these Articles, no person
shall be recognized by the company as holding any share upon
any trust, and the Company shall not be bound by or compelled
in any way to recognize (even when having notice thereof) any
equitable, contingent, future or partial interest in any share
or in any fractional part of a share or (except as provided by
law, statute or these Articles or as ordered by a court of
competent jurisdiction) any other rights in respect of any
share except an absolute right to the entirety thereof in its
registered holder.
PART 3 - ISSUE OF SHARES
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3.1 Except as provided in the Company Act, the Memorandum of the
Company and these Articles, and subject to any direction to the
contrary contained in a resolution of the members authorizing
any increase or alteration of capital, the shares of the
Company shall be under the control of the Directors who may,
subject to the rights of the holders of issued shares of the
Company, allot and issue, or grant options in respect of shares
authorized but not issued or issued and redeemed or purchased,
at such times and to such persons, including Directors, and in
such manner and upon such terms and conditions, and at such
price or for such consideration, as the Directors in their
absolute discretion may determine.
3.2 If the Company is, or becomes, a company which is not a
reporting company and Directors are required by the Company Act
before allotting any shares to offer them pro rata to the
members, the Directors shall, before allotting any shares,
comply with the applicable provisions of the Company Act.
3.3 Subject to the provisions of the Company Act, the Company may
pay a commission or allow a discount to any person in
consideration of his subscribing or agreeing to subscribe,
whether absolutely or conditionally, for its shares, or
procuring or agreeing to procure subscriptions, whether
absolutely or conditionally, for any such shares, but if the
Company is not a specially limited company, the rate of the
commission and discount shall not in the aggregate exceed 25%
of the amount of the subscription price of such shares.
3.4 No share may be issued until it is fully paid and the Company
shall have received the full consideration therefor in cash,
property or past services actually performed for the Company.
A document evidencing indebtedness of the allottee is not
property for the purpose of this Article. The value of
property or services for the purpose of this Article shall be
the value determined by the Directors by resolution to be, in
all the circumstances of the transaction, no greater than the
fair market value thereof. The full consideration received for
a share issued by way of dividend shall be the amount
determined by the Directors to be the amount of the dividend.
PART 4 - SHARES REGISTERS
-------------------------
4.1 The Company shall keep or cause to be kept a register of
members, a register of transfers and a register of allotments
within British Columbia, all as required by the company Act,
and may combine one or more of such registers. If the
Company's capital shall consist of more than one class of
shares, a separate register of members, register of transfers
and register of allotments may be kept in respect of each class
of shares. The Directors may appoint a trust company to keep
the aforesaid registers or, if there is more than one class of
shares, the Directors may appoint a trust company, which need
not be the same trust company, to keep the registers for each
class of shares. The Directors may also appoint one or more
trust companies, including the trust company which keeps the
said registers of its shares or of a class thereof, as transfer
agent for its shares or such class thereof, as the case may be,
and the same or another trust company or companies as registrar
for its shares or such class thereof, as the case may be. The
Directors may terminate the appointment of any such trust
company at any time and may appoint another trust company in
its place.
4.2 Unless prohibited by the Company Act, the Company may keep or
cause to be kept within the Province one or more branch
registers of members and may, if the Company is, or becomes, a
reporting company, cause to be kept outside the Province one or
more branch register of members.
4.3 The Company shall not at any time close its register of
members.
PART 5 - TRANSFER OF SHARES
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5.1 Subject to the provisions of the Memorandum of the Company and
these Articles and to restrictions on transfer, if any,
contained in these Articles, any member may transfer any of his
shares by instrument of transfer executed by or on behalf of
such member and delivered to the Company or its transfer agent.
The instrument of transfer shall be in the form, if any, on the
back of the Company's share certificates or in such other form
as the Directors may from time to time approve. If the
Directors so require, each instrument of transfer shall be in
respect of only one class of shares. Except to the extent that
the Company Act may otherwise provide, the transferor shall be
deemed to remain the holder of the shares until the name of the
transferee is entered in the register of members or a branch
register of members in respect thereof.
5.2 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 Company, its Directors, officers and agents in 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 Company, its
Directors, officers and agents to register, in the name of the
person on whose behalf any certificate for the shares to be
transferred is deposited with the Company 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.
5.3 The Company and its Directors, officers and transfer agent or
agents shall not be bound to enquire 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 Company 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 share shave been registered a valid title to
such shares.
5.4 Every instrument of transfer shall be executed by the
transferor and left at the registered office of the Company or
at the office of its 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, the transfer agent or 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 Company or its transfer
agent or 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.
5.5 There shall be paid to the Company in respect of the
registration of any transfer such sum, if any, as the Directors
may from time to time determine.
PART 6 - TRANSMISSION OF SHARES
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6.1 In the case of the death of a member, the survivor or survivors
where the deceased was a joint registered holder of shares, and
the legal personal representative of the deceased member where
he was the sole holder, shall be the only persons recognized by
the company as having any title to his interest in the shares.
Before recognizing any legal personal representative the
Directors may require him to produce a certified copy of a
grant of probate or letters of administration, or grant of
representation, will, order or other instrument or other
evidence of the death under which title to the share is claimed
to vest, and such other documents as the Company Act requires.
6.2 Upon the death or bankruptcy of a member, his personal
representative or trustee in bankruptcy, as the case may be,
although not a member, shall have the same rights, privileges
and obligations that attach to the shares formerly held by the
deceased or bankrupt member if the documents required by the
Company Act shall have been deposited at the Company's
registered office.
6.3 Any person becoming entitled to a share in consequence of the
death or bankruptcy of a member shall, upon such documents and
evidence being produced to the Company as the Company Act
requires, or who becomes entitled to a share as a result of an
order of a Court of competent jurisdiction or a statute, have
the right either to be registered as a member in his
representative capacity in respect of such share or, if he is a
personal representative or trustee in bankruptcy, instead of
being registered himself, to make such transfer of the share as
the deceased or bankrupt person could have made; but the
Directors shall, as regards a transfer by a personal
representative or trustee in bankruptcy, have the same right,
if any, to decline or suspend registration of a transferee as
they would have in the case of a transfer of a share by the
deceased or bankrupt person before the death or bankruptcy.
PART 7 - ALTERATION OF CAPITAL
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7.1 The Company may by ordinary resolution amend its Memorandum to
increase its authorized capital by:
(a) creating shares with par value or shares without par
value, or both;
(b) increasing the number of shares with par value or shares
without par value, or both; or
(c) increasing the par value of a class of shares with par
value, if no shares of that class are issued.
7.2 The Company may by special resolution alter its Memorandum to:
(a) subdivide all or any of its unissued or fully paid issued
shares with par value into shares with smaller par value;
(b) subdivide all or any of its unissued or fully paid issued
shares without par value so that the number of those
shares is increased;
(c) consolidate all or any of its shares with par value into
shares of larger par value;
(d) consolidate all or any of its shares without par value so
that the number of those shares authorized is reduced;
(e) change all or any of its unissued or fully paid issued
shares with par value into shares without par value;
(f) change all or any of its unissued shares without par value
into shares with par value;
(g) alter the name or designation of all or any of its issued
or unissued shares; or
(h) alter the provisions as to the maximum price or
consideration at or for which shares without par value may
be issued,
but only to such extent, in such manner and with such consents
of members holding shares of a class or series which are the
subject of or are affected by such alteration as the Company
Act provides.
7.3 The Company may alter its Memorandum or these Articles:
(a) by special resolution, to create, define and attach
special rights or restrictions to any shares, whether
issued or unissued, and
(b) by special resolution and by otherwise complying with any
applicable provision of its Memorandum or these Articles,
to vary or abrogate any special rights or restrictions
attached to any shares, whether issued or unissued,
and in each case by filing a certified copy of such resolution
with the Registrar but no right or special right attached to
any issued shares shall be prejudiced or interfered with unless
all members holding shares of each class or series whose right
or special right is so prejudiced or interfered with consent
thereto in writing, or unless a separate resolution is
consented thereto by the members holding shares of each such
class or series passed by a majority of 3/4 of the votes cast,
or such greater majority as may be specified by the special
rights attached to the class or series, of the issued shares of
such class or series.
7.4 Notwithstanding such consent in writing or such separate
resolution, no such alteration shall be valid as to any part of
the issued shares of any class or series unless the holders of
the rest of the issued shares of such class or series either
all consent thereto in writing or consent thereto by a separate
resolution passed by a majority of 3/4 of the votes cast.
7.5 If the Company is, or becomes, a reporting company, no
resolution to create, vary or abrogate any special right of
conversion or exchange attaching to any shares shall be
submitted to any general meeting, class meeting or series
meeting of members unless, if so required by the Company Act,
the Superintendent of Brokers, the British Columbia Securities
Commission, or other applicable regulatory authority, as the
case may be, has first consented to the resolution.
7.6 Unless these Articles otherwise provide, the provisions of
these Articles relating to general meetings shall apply, with
the necessary changes and so far as they are applicable, to a
class meeting or series meeting but the quorum at a class
meeting or series meeting shall be one person holding or
representing by proxy one-third of the shares affected.
PART 8 - PURCHASE AND REDEMPTION OF SHARES
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8.1 Subject to the special rights and restrictions attached to any
shares, the Company may, by a resolution of the Directors and
in compliance with the Company Act, purchase any of its shares
at the price and upon the terms specified in such resolution or
redeem any shares that have a right of redemption attached to
them in accordance with the special rights and restrictions
attaching thereto. No such purchase or redemption shall be
made if the Company is insolvent at the time of the proposed
purchase or redemption or if the proposed purchase or
redemption would render the Company insolvent.
8.2 Unless shares are to be purchased by the Company through a
stock exchange or the Company is purchasing the shares from a
dissenting member pursuant to the requirements of the Company
Act or the Company is purchasing the shares from a bona fide
employee or bone fide former employee of the Company or of an
affiliate of the Company, the Company shall make its offer to
purchase pro rata to every member who holds shares of the class
or series to be purchased.
8.3 If the Company proposes at its option to redeem some but not
all of the shares of a particular class or series, the
Directors may, subject to the special rights and restrictions
attached to the shares of such class or series, decide the
manner in which the shares to be redeemed shall be selected.
8.4 Subject to the provisions of the Company Act, the Company may
reissue a canceled share that it has redeemed or purchased, or
sell a share that it has redeemed or purchased but not
canceled, but the Company may not vote or pay or make any
dividend or other distribution in respect of a share that it
has redeemed or purchased.
PART 9 - BORROWING POWERS
-------------------------
9.1 The Directors may from time to time in their discretion
authorize the Company to:
(a) borrow money in such amount, in such manner, on such
security, from such sources and upon such terms and
conditions as they think fit;
(b) guarantee the repayment of money borrowed by any person or
the performance of any obligation of any person;
(c) issue bonds, debentures, notes and other debt obligations
wither outright or as continuing security for any
indebtedness or liability, direct or indirect, or
obligations of the Company or of any other person; and
(d) mortgage, charge (whether by way of specific or floating
charge) or give other security on the undertaking or on
the whole or any part of the property and assets of the
Company, both present and future.
9.2 Any bonds, debentures, notes or other debt obligations of the
Company may be issued at a discount, premium or otherwise and
with any special privileges as to redemption, surrender,
drawing, allotment of or conversion into or exchange for shares
or other securities, attending and voting at general meetings
of the Company, appointment of Directors or otherwise and may
by their terms be assignable free from any equities between the
Company and the person to whom they were issued or any
subsequent holder thereof, all as the Directors may determine.
9.3 The Company shall keep or cause to be kept within the Province
of British Columbia in accordance with the Company Act a
register of its debentures and a register of debenture holders,
which registers may be combined, and, subject to the provisions
of the Company Act, may keep or cause to be kept one or more
branch registers of its debentureholders at such place or
places as the Directors may from time to time determine and the
Directors may be resolutions, regulation or otherwise make such
provisions as they think fit respecting the keeping of such
branch registers.
9.4 Every bond, debenture, note or other debt obligation of the
Company shall be signed manually by at least one Director or
officer of the Company or by or on behalf of a trustee,
registrar, branch registrar, transfer agent or branch transfer
agent for the bond, debenture, note or other debt obligation
appointed by the company or under any instrument under which
the bond, debenture, note or other debt obligation is issued
and any additional signatures may be printed or otherwise
mechanically reproduced thereon and, in such event, a bond,
debenture, note or other debt obligation so signed is as valid
as if signed manually notwithstanding that any person whose
signature is so printed or mechanically reproduced shall have
ceased to hold the office that he is stated on such bond,
debenture, note or other debt obligation to hold at the date of
the issue thereof.
9.5 If the Company is, or becomes, a reporting company, it shall
keep or cause to be kept a register of its indebtedness to
every Director or officer of the Company or an associate of any
of them in accordance with the provisions of the Company Act.
PART 10 - GENERAL MEETINGS
--------------------------
10.1 Subject to any extensions of time permitted under the Company
Act, the first annual general meeting of the Company shall be
held within 15 months from the date of incorporation and
thereafter an annual general meeting shall be held once in
every calendar year at such time (not being more than 13 months
after the date that the last annual general meeting was held or
was deemed to have been held) and place as may be determined by
the Directors.
10.2 If the Company is, or becomes, a company which is not a
reporting company and all the members entitled to attend and
vote at an annual general meeting consent in writing to the
business required to be transacted at such meeting, the meeting
shall be deemed to have been held on the date specified in the
consent or in the resolutions consented to in writing dealing
with such business and the meeting need not be held.
10.3 The Directors may, whenever they think fit, convene a general
meeting. A general meeting, if requisitioned in accordance
with the Company Act, shall be convened by the Directors or, if
not convened by the Directors, may be convened by the
requisitionists as provided in the Company Act.
10.4 If the Company is or becomes, a reporting company, advance
notice of any general meeting at which Directors are to be
elected shall be published in the manner required by the
Company Act.
10.5 A notice convening a general meeting, specifying the place,
date and hour of the meeting and, in case of special business,
the general nature of that business, shall be given as provided
in the Company Act and in the manner provided in these
Articles, or in such other manner (if any) as may be prescribed
by ordinary resolution, whether previous notice thereof has
been given or not, to such persons as are entitled by law or
pursuant to these Articles to receive such notice from the
Company. Accidental omission to give notice of a meeting to,
or the non-receipt of notice of a meeting, by any member shall
not invalidate the proceedings at that meeting.
10.6 All the members of the Company entitled to attend and vote at a
general meeting may, by unanimous consent in writing given
before, during or after the meeting, or if they are present at
the meeting by a unanimous vote, waive or reduce the period of
notice of such meeting and an entry in the minute book of such
waiver or reduction shall be sufficient evidence of the due
convening of the meeting.
10.7 Except as otherwise provided by the Company Act, where any
special business at a general meeting includes considering,
approving, ratifying, adopting or authorizing any document or
the execution thereof or the giving of effect thereto, the
notice convening the meeting shall, with respect to such
document, be sufficient if it states that a copy of the
document or proposed document is or will be available for
inspection by members at the registered office or records
office of the Company or at some other place in British
Columbia designated in the notice during usual business hours
up to the date of such general meeting.
PART 11 - PROCEEDINGS AT GENERAL MEETINGS
-----------------------------------------
11.1 All business shall be deemed special business which is
transacted at:
(a) an annual general meeting, with the exception of the
conduct of and voting at such meeting, consideration of
the financial statements and the respective reports of the
Directors and the auditor, fixing or changing the number
of directors, the election of Directors, the appointment
of an auditor, fixing of the remuneration of the auditor
and such other business as by these Articles or the
Company Act may be transacted at a general meeting without
prior notice thereof being given to the members or any
business which is brought under consideration by the
report of the Directors; and
(b) any other general meeting, with the exception of the
conduct of and voting at such meeting.
11.2 No business, other than election of chairman or the adjournment
or termination of the meeting, shall be conducted at any
general meeting unless the required quorum of members, entitled
to attend and vote, is present at the commencement of the
meeting, but a quorum need not be present throughout the
meeting.
11.3 Except as provided in the company Act and these Articles a
quorum shall be two persons present and being, or representing
by proxy, members holding not less than 10% of the shares
entitled to be voted at the meeting. If there is only one
member the quorum is one person present and being, or
representing by proxy, such member. The Directors, the senior
officers of the Company, the solicitor of the Company and the
auditor of the Company, if any, 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
shall be a member or proxyholder entitled to vote at such
meeting.
11.4 If within half an hour from the time appointed for a general
meeting a quorum is not present, the meeting, if convened upon
the requisition of members, shall be terminated. In any other
case the meeting shall stand adjourned to the same day in the
next week, at the same time and place, and, if at the adjourned
meeting a quorum is not present within half an hour from the
time appointed for the meeting, the person or persons present
and being, or representing by proxy, a member of members
entitled to attend and vote at the meeting shall be a quorum.
11.5 The Chairman of the Board or in his absence, or if there is no
Chairman of the Board, the President or in his absence a Vice-
President, if any, shall be entitled to preside as chairman at
every general meeting of the Company.
11.6 If at any general meeting neither the Chairman of the Board nor
the President nor a Vice-President is present within 15 minutes
after the time appointed for holding the meeting or if any of
them is present and none of them is willing to act as chairman,
the Directors present shall choose one of their number to be
chairman, or if all the Directors present decline to take the
chair or shall fail to so choose or if no Director is present,
the members present shall choose one of their number or any
person to be chairman.
11.7 The chairman of a general meeting may, with the consent of the
meeting if a quorum is present, and shall, if so directed by
the meeting, adjourn the meeting from time to time and from
place to place, but no business shall be transacted at any
adjourned meeting other than the business left unfinished at
the meeting from which the adjournment took place. When a
meeting is adjourned for 30 days or more, notice, but not
"advance notice," of the adjourned meeting shall be given as in
the case of the original meeting. Save as aforesaid, it shall
not be necessary to give any notice of an adjourned meeting or
of the business to be transacted at an adjourned meeting.
11.8 No motion proposed at a general meeting need be seconded and
the chairman may propose or second a motion.
11.9 Subject to the provisions of the Company Act, every motion or
question submitted to a general meeting shall be decided on a
show of hands, unless (before or on the declaration of the
result of the show of hands) a poll is directed by the chairman
or demanded by at least one member entitled to vote who is
present in person or by proxy. The chairman shall declare to
the meeting the decision on every motion or question in
accordance with the result of the show of hands or the poll,
and such decision shall be entered in the record of the
proceedings of the Company. A declaration by the chairman that
a motion or question has been carried, or carried unanimously,
or by a particular majority, or lost, or not carried by a
particular majority and an entry to that effect in the record
of the proceedings of the Company shall be conclusive evidence
of the fact without proof of the number or proportion of the
votes recorded in favour of or against that motion or question.
11.10 The chairman of the meeting shall be entitled to vote any
shares carrying the right to vote held by him but in the case
of an equality of votes, whether on a show of hands or on a
poll, the chairman shall not have a second or casting vote in
addition to the vote or votes to which he may be entitled as a
member.
11.11 No poll may be demanded on the election of a chairman. A poll
demanded on a question of adjournment shall be taken forthwith.
A poll 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 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 poll shall be deemed to be
the resolution of and passed at the meeting at which the poll
was demanded. Any business other than that upon which the poll
has been demanded may be proceeded with pending the taking of
the poll. A demand for a poll may be withdrawn. 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.
11.12 Every ballot cast upon a poll and every proxy appointing a
proxyholder who casts a ballot upon a poll shall be retained by
the Secretary for such period and be subject to such inspection
as the Company Act may provide.
11.13 On a poll a person entitled to cast more than one vote need
not, if he votes, use all his votes or cast all the cotes he
uses in the same way.
11.14 Unless the Company Act, the memorandum or these Articles
otherwise provide, any action to be taken by a resolution of
the members may be taken by an ordinary resolution.
PART 12 - VOTES OF MEMBERS
--------------------------
12.1 Subject to any voting rights or restrictions attached to any
class of shares and the restrictions as to voting on joint
registered holders of shares, on a show of hands every member
who is present in person and entitled to vote at a general
meeting or class meeting shall have one vote and on a poll
every member entitled to vote shall have one vote for each
share of which he is the registered holder and may exercise
such vote either in person or by proxyholder.
12.2 Any person who is not registered as a member but is entitled to
vote at a general meeting or class meeting in respect of a
share, may vote the share in the same manner as if he were a
member but, unless the Directors have previously admitted his
right to vote at that meeting in respect of the share, he shall
satisfy the Directors of his right to vote the share before the
time for holding the meeting, or adjourned meeting, as the case
may be, at which he proposes to vote.
12.3 Any corporation, not being a subsidiary of the Company, which
is a member of the Company may be resolution of its directors
or other governing body authorize such person as it thinks fit
to act as its representative at any general meeting or class
meeting and to speak and vote at any such meeting or to sign
resolutions of members. The person so authorized shall be
entitled to exercise in respect of and at any 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 Company personally present, including, without
limitation, the right, unless restricted by such resolution, to
appoint a proxyholder to represent such corporation, and he
shall be counted for the purpose of forming a quorum if present
at the meeting. Evidence of the appointment of any such
representative may be sent to the Company by written
instrument, telegraph, telex, telecopier or any method of
transmitting legibly recorded messages. Notwithstanding the
foregoing, a corporation being a member may appoint a
proxyholder.
12.4 In the case of joint registered holders of a share the vote of
the senior who exercises a vote, whether in person or by
proxyholder, shall be accepted to the exclusion of the votes of
the other joint registered holders; and for this purpose
seniority shall be determined by the order in which the names
stand in the register of members. Several legal personal
representatives of a deceased member whose shares are
registered in his sole name shall for the purpose of this
Article be deemed joint registered holders.
12.5 A member of unsound mind entitled to attend and vote, in
respect of whom an order has been made by any court having
jurisdiction, may vote, whether on a show of hand or on a poll,
by his committee, curator bonis, or other person in the nature
of a committee or curator bonis appointed by that court, and
any such committee, curator bonis or other person may appoint a
proxyholder.
12.6 A member holding more than one share in respect of which he is
entitled to vote shall be entitled to appoint one or more
proxyholders to attend, act and vote for him on the same
occasion. If such a member should appoint more than one
proxyholder for the same occasion he shall specify the number
of shares each proxyholder shall be entitled to vote. A member
may also appoint one or more alternate proxyholders to act in
the place and stead of an absent proxyholder.
12.7 A form of proxy shall be in writing under the hand of the
appointor or of his attorney duly authorized in writing, or, if
the appointor is a corporation, either under the seal of the
corporation or under the hand of a duly authorized officer or
attorney.
12.8 Any person may act as proxyholder whether or not he is a
member. The proxy may authorize the proxyholder to act as such
for the appointor for such period, at such meeting or meetings
and to the extent permitted by the Company Act.
12.9 A form of proxy and the power of attorney or other authority,
if any, under which it is signed or a notarially certified copy
thereof shall be deposited at the registered office of the
Company or at such other place as is specified for that purpose
in the notice calling the meeting, or shall be deposited with
the chairman of the meeting. In addition to any other method
of depositing proxies provided for in these Articles, the
Directors may from time to time by resolution make regulations
relating to the depositing of proxies at any place or places
and providing for particulars of such proxies to be sent to the
Company or any agent of the Company in writing or by letter,
telegram, telex, telecopier or any method of transmitting
legibly recorded messages so as to arrive before the
commencement of the meeting or adjourned meeting at the
registered office of the Company or at the office of any agent
of the Company appointed for the purpose of receiving such
particulars and also providing that proxies so deposited may be
acted upon as though the proxies themselves were deposited as
required by this Part, and votes given in accordance with such
regulations shall be valid and shall be counted.
12.10 Unless the Company Act or any other statute or law which is
applicable to the Company or to any class or series of its
shares requires any other form of proxy, a proxy, whether for a
specified meeting or otherwise, shall be in the following form,
or in such other form that the Directors or the chairman of the
meeting shall approve:
(Name of Company)
The undersigned, being a member of the above Company,
hereby appoints ___________________________ or failing him
__________________________ as proxyholder for the
undersigned to attend, act and vote for and on behalf of
the undersigned at the general meeting of the Company to
be held on the ____ day of _______________, 19___ and at
any adjournment thereof.
Signed this _____ day of _______________, 19___.
________________________________________
(Signature of member)
12.11 A vote given in accordance with the terms of a proxy is valid
notwithstanding the previous death or incapacity of the member
giving the proxy or revocation of the proxy or of the authority
under which the proxy was executed or transfer of the share or
shares in respect of which the proxy is given unless
notification in writing of such death, incapacity, revocation
or transfer shall have been received at the registered office
of the Company or by the chairman of the meeting or adjourned
meeting for which the proxy is given before the vote is taken.
12.12 Every proxy may be revoked by an instrument in writing:
(a) executed by the member giving the same or by his attorney
authorized in writing or, where the member is a
corporation, by a duly authorized officer or attorney of
the corporation; and
(b) delivered either at the registered office of the Company
at any time up to and including the last business day
preceding the day of the meeting or adjourned meeting for
which the proxy is given, or to the chairman of the
meeting on the day of the meeting or any adjournment
thereof before any vote in respect of which the proxy is
given shall have been taken, or in any other manner
provided by law.
PART 13 - DIRECTORS
-------------------
13.1 The subscribers to the Memorandum of the Company are the first
Directors. The Directors to succeed the first Directors may be
appointed in writing by all the subscribers or by resolution
passed at meeting of the subscribers or, if not so appointed,
they shall by elected by the members entitled to vote on the
election of Directors and the number of Directors shall be the
same as the number of Directors so appointed or elected. The
number of Directors, excluding additional Directors, may be
fixed or changed from time to time by ordinary resolution,
whether previous notice thereof has been given or not, but
notwithstanding anything contained in these Articles the number
of Directors shall never be less than one or, if the Company
is, or becomes, a reporting company, less than three.
13.2 The remuneration of the Directors as such may from time to time
be determined by the Directors or, if the Directors shall so
decided, by the member. Such remuneration may be in addition
to any salary or other remuneration paid to any officer or
employee of the Company as such who is also a Director. The
Directors shall be repaid such reasonable traveling,
accommodation and other expenses as they incur in and about the
business of the Company and if any Director shall perform any
professional or other services for the company that in the
opinion of the directors are outside the ordinary duties of a
Director or shall otherwise be specially occupied in or about
the company's business, he may be paid a remuneration to be
fixed by the Board, or, at the option of such Director, by the
Company in general meeting, and such remuneration may be either
in addition to or in substitution for any other remuneration
that he may be entitled to receive. Unless otherwise
determined by ordinary resolution, the Directors on behalf of
the Company may pay a gratuity, pension or retirement allowance
to any Director who has held any office or appointment with the
Company or to his spouse or dependents and may make
contributions to any fund and pay premiums for the purchase or
provision of any such gratuity, pension or allowance.
13.3 A Director shall not be required to hold a share in the capital
of the company as qualification for his office but shall be
qualified to become or act as a Director as required by the
Company Act.
PART 14 - ELECTION AND REMOVAL OF DIRECTORS
-------------------------------------------
14.1 At each annual general meeting of the Company all the Directors
shall retire and the members entitled to vote at the meeting
shall elect Board of Directors consisting of the number of
Directors for the time being fixed pursuant to these Articles.
If the company is, or becomes, a company that is not a
reporting company and all the member entitled to attend and
vote at an annual general meeting consent in writing to the
business required to be transacted at such meeting, the meeting
shall be deemed for the purpose of this Part to have been held
on the date specified in the consent or in the resolutions
consented to in writing dealing with such business.
14.2 A retiring Director shall be eligible for re-election.
14.3 Where the Company fails to hold an annual general meeting or
the member fail to consent to the business required to be
transacted at such meeting, the Directors then in office shall
be deemed to have been elected or appointed as Directors on the
last day on which the annual general meeting could have been
held pursuant to these Articles and they may continue to hold
office until other Directors are appointed or elected or until
the day on which the next annual general meeting is held.
14.4 If at any general meeting at which there should be an election
of Directors, the places of any of the retiring Directors are
not filled by such election, such of the retiring Directors who
are not re-elected as may be requested by the newly elected
Directors shall, if willing to do so, continue in office to
complete the number of Directors for the time being fixed
pursuant to these Articles until further new Directors are
elected at a general meeting convened for the purpose. If any
such election or continuance of Directors does not result in
the election or continuance of the number of Directors for the
time being fixed pursuant to these Articles such number shall
be fixed at the number of Directors actually elected or
continued in office.
14.5 Any casual vacancy occurring in the Board of Directors may be
filled by the remaining Directors or Director.
14.6 The office of a Director shall be vacated if the Director:
(a) resigns his office by notice in writing delivered to the
registered office of the Company; or
(b) ceases to be qualified to act as a Director pursuant to
the Company Act
14.7 The Company may by special resolution remove any Director
before the expiration of his period of office and may by an
ordinary resolution appoint another person in his stead.
14.8 Notwithstanding anything contained in these Articles, the
Company may at any time by ordinary resolution, increase the
number of Directors previously fixed or determined and may by
ordinary resolution elect such person or persons to fill the
vacancy or vacancies thereby created.
14.9 Between successive annual general meetings the Directors shall
have power to appoint one or more additional Directors but the
number of additional Directors shall not at any time exceed 1/3
of the number of Directors elected or appointed at the last
annual general meeting of the Company. Any additional Director
so appointed shall hold office only until the next following
annual general meeting of the Company but shall be eligible for
election at such meeting and so long as he is an additional
Director the number of Directors shall be increased
accordingly.
14.10 Any Director may by instrument in writing, telegram, telex,
telecopier or any other method of transmitting legibly recorded
messages delivered or sent to the Company appoint any person to
be his alternate to act in his place at meetings of the
Directors at which he is not present unless the Directors shall
have disapproved of the appointment of such person as an
alternate and shall have given notice to that effect to the
Director appointing the alternate within a reasonable time
after delivery of such instrument to the Company. Every such
alternate shall be entitled to notice of meetings of the
Directors and to attend and vote as a Director at a meeting at
which the person appointing him is not personally present and,
if he is a Director, to have a separate vote on behalf of the
Director by whom he was appointed in addition to his own vote.
A Director may at any time by instrument, telegram, telex,
telecopier or any other method of transmitting legibly recorded
messages delivered or sent to the Company revoke the
appointment of an alternate appointed by him. The remuneration
payable to such an alternate shall be payable out of the
remuneration of the Director appointing him.
PART 15 - POWERS AND DUTIES OF DIRECTORS
----------------------------------------
15.1 The Directors shall manage, or supervise the management of, the
affairs and business of the Company and shall have authority to
exercise all such powers of the company as are not, by the
company Act, the Memorandum of the Company or these Articles,
required to be exercised by the Company in general meeting.
15.2 The Directors may from time to time by power of attorney or
other instrument under the seal of the Company appoint any
person to be the attorney of the Company for such purposes, and
with such powers, authorities and discretions (not exceeding
those vested in or exercisable by the Directors under these
Articles and excepting the powers of the Directors relating to
the constitution of the Board and of any of its committees and
the appointment or removal of officers and the power to declare
dividends) and for such period, with such remuneration and
subject to such conditions as the Directors may think fit, and
any such appointment may be made in favor of any of the
Directors or any of the member of the company or in favor of
any corporation, or of any of the members, directors, nominees
or managers of any corporation, firm or joint venture and any
such power of attorney may contain such provisions for the
protection or convenience of persons dealing with such attorney
as the Directors think fit. Any such attorney may be
authorized by the Directors to sub-delegate all or any of the
powers, authorities and discretions for the time being vested
in him.
PART 16 - DISCLOSURE OF INTEREST OF DIRECTORS
---------------------------------------------
16.1 A Directors who is, in any way, directly or indirectly
interested in an existing or proposed contractor transaction
with the Company or who holds any office or possesses any
property whereby, directly or indirectly, a duty or interest
might be created to conflict with his duty or interest a
Director shall declare the nurture and extent of his interest
in such contract or transaction or of the conflict or potential
conflict with his duty and interest as a Director, as the case
may be, in accordance with the provisions of the Company Act.
16.2 A Director shall not vote in respect of any such contract or
transaction with the Company in which he is interested and if
he shall do so his vote shall not be counted, but he shall be
counted in the quorum present at the meeting at which such vote
is taken. Subject to the provisions of the Company Act, the
foregoing prohibitions shall not apply to:
(a) any such contract or transaction relating to a loan to the
company, which a Director or a specified corporation or a
specified firm in which he has an interest has guaranteed
or joined in guaranteeing the repayment of the loan or any
part of the loan;
(b) any contract or transaction made or to be made with, or
for the benefit of a holding corporation or a subsidiary
corporation of which a Director is a director;
(c) any contract by a Director to subscribe for or underwrite
shares or debentures to be issued by the Company or a
subsidiary of the company, or any contract, arrangement or
transaction in which a Director is, directly or
indirectly, interested if all the other Directors are
also, directly or indirectly interested in the contract,
arrangement or transaction;
(d) determining the remuneration of the Directors;
(e) purchasing and maintaining insurance to cover Directors
against liability incurred by them as Directors; or
(f) the indemnification of any Director or officer by the
Company.
The foregoing exceptions may from time to time be suspended or
amended to any extent approved by the Company in general
meeting and permitted by the Company Act, either generally or
in respect of any particular contract or transaction or for the
particular period.
16.3 A Director may hold any office or appointment with the Company
(except as auditor of the Company) in conjunction with his
office of Director for such period and on such terms (as to
remuneration or otherwise) as the Directors may determine and
no Director or intended Director shall be disqualified by his
office from contracting with the Company either with regard to
his tenure of any such other office or appointment or as
vendor, purchaser or otherwise and, subject to compliance with
the provisions of the Company Act, no contract or transaction
entered into by or on behalf of the Company in which a director
is in any way interested shall be liable to be voided by reason
thereof.
16.4 Subject to compliance with the provisions of the Company Act, a
Director or his firm may act in a professional capacity for the
Company (except as auditor of the company) and he or his firm
shall be entitled to remuneration for professional services as
if he were not a Director.
16.5 A Director may be or become a director or officer or employee
of, or otherwise interested in, any corporation or firm in
which the Company may be interested as a member or otherwise,
and, subject to compliance with the provisions of the Company
Act, such Director shall not be accountable to the Company for
any remuneration or other benefits received by him as director,
officer or employee of, or from his interest in, such other
corporation or firm, unless the company in general meeting
otherwise directs.
PART 17 - PROCEEDINGS OF DIRECTORS
----------------------------------
17.1 The Chairman of the Board or, in his absence or if there is no
Chairman of the board, the President shall preside as chairman
at every meeting of the Directors.
17.2 If at any meeting of Directors neither the Chairman of the
Board nor the President is present within 15 minutes after the
time appointed for holding the meeting or if either of them is
present but is not willing to act as chairman or if the
Chairman of the Board, if any, and the President have advised
the Secretary that they will not be present at the meeting, the
Directors present shall choose one of their number to be
chairman of the meeting.
17.3 The Directors may meet together for the dispatch of business,
adjourn and otherwise regulate their meetings as they think
fit. Questions arising at any meeting shall be decided by a
majority of votes. In case of an equality of votes the
chairman shall not have a second or casting vote.
17.4 A Director may participate in a meeting of the board or of any
committee of Directors by means of telephone or other
communication facility by means of which all Directors
participating in the meeting can hear each other and provided
that all such Directors agree to such participation. A meeting
so held in accordance with this Article shall be deemed to be
an actual meeting of the board and any resolution passed at
such meeting shall be as valid and effectual as if it had been
passed at a meeting where the Directors are physically present.
A Director participating in a meeting in accordance with this
Article shall be deemed to be present at the meeting and to
have so agreed and shall be counted in the quorum therefor and
be entitled to speak and vote at the meeting.
17.5 A Director may at any time, and the Secretary or an Assistant
Secretary upon request of a Director shall, call a meeting of
the Board.
17.6 Notice of a meeting of the Board shall be given to each
Director and alternate Director at least 48 hours before the
time fixed for the meeting and may be given orally, personally
or by telephone , or in writing, personally or by delivery
through the post or by letter, telegram, telex, telecopier or
any other method of transmitting legibly recorded messages in
common use. When written notice of a meeting is given to a
Director, it shall be addressed to him at his registered
address. Where the Board has established a fixed time and
place for the holding of its meetings, no notices of meetings
to be held at such fixed time and place need be given to any
Director. A Director entitled to notice of a meeting may waive
or reduce the period of notice convening the meeting and may
give such waiver before, during or after the meeting.
17.7 For the first meeting of the Board to be held immediately
following the election of a Director at an annual general
meeting of the Company or for a meeting of the Board at which a
Director is appointed to fill a vacancy on the Board, no notice
of such meeting shall be necessary to such newly appointed or
elected Director in order for the meeting to be properly
constituted.
17.8 Any Director who may be absent temporarily from the Province
may file at the registered office of the Company a waiver of
notice, which may be by letter, telegram, telex, telecopier or
any other method of transmitting legibly recorded messages, of
meetings of the Directors and may at any time withdraw the
waiver, and until the waiver is withdrawn, no notice of
meetings of Directors shall be sent to that Director, and any
and all meetings of Directors, notice of which has not been
given to that Director shall, provided a quorum of the
Directors is present, be valid and effective.
17.9 The quorum necessary for the transaction of the business of the
Directors may be fixed by the Directors and if not so fixed
shall be a majority of the Directors or, if the number of
Directors is fixed at one, shall be one Director.
17.10 The continuing Directors may act notwithstanding any vacancy in
the body but, notwithstanding Article 17.9, if and so long as
their number is reduced below the number fixed pursuant to
these Articles as the necessary quorum of Directors, the
continuing Directors may act for the purpose of increasing the
number of Directors to that number or of summoning a general
meeting of the Company, but for no other purpose.
17.11 Subject to the provisions of the Company Act, all acts done by
any meeting of the Directors or of a committee of Directors, or
by any person acting as a Director, shall, notwithstanding that
it be afterwards discovered that there was some defect in the
qualification, election or appointment of any such Directors or
of the members of such committee or person acting as aforesaid,
or that they or any of them were disqualified, be as valid as
if every such person had been duly elected or appointed and was
qualified to be a Director.
17.12 A resolution consented to in writing, whether by document,
telegram, telex, telecopier or any method of transmitting
legibly recorded messages or other means, by all of the
Directors for the time being in office without their meeting
together shall be as valid and effectual as if it had been
passed at a meeting of the Directors duly called and held,
shall be deemed to relate back to any date stated therein to be
the effective date thereof and shall be filed in the minute
book of the Company accordingly. Any such resolution may
consist of one or several documents each duly signed by one or
more Directors which together shall be deemed to constitute one
resolution in writing.
PART 18 - EXECUTIVE AND OTHER COMMITTEES
----------------------------------------
18.1 The Directors may by resolution appoint an Executive Committee
consisting of such member or members of the Board 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.
18.2 The Directors may by resolution appoint one or more other
committees consisting of such member or members of the Board as
they think fit and may delegate to any such committee between
meetings of the Board such powers of the Board (except the
power to fill vacancies in the Board, the power to change the
membership of or fill vacancies in any committee of the Board,
the power to appoint or remove officers appointed by the Board
and such other powers as may be specified in the resolution)
subject to such conditions as may be prescribed in such
resolution, and all committees so appointed shall keep regular
minutes of their 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
Director may from time to time require. The Directors shall
also have power at any time to revoke or override any authority
given to or acts to be done by any such committee except as to
acts done before such revocation or overriding and to terminate
the appointment or change the membership of a committee and to
fill vacancies in it.
18.3 Committees appointed under the Part may make rules for the
conduct of their business and may appoint such assistants as
they may deem necessary. A majority of the members of a
committee shall constitute a quorum thereof.
18.4 Committees appointed under this Part may meet and adjourn as
they think proper. Questions arising at any meeting of a
committee 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.
The provisions of Article 17.12 shall apply mutatis mutandis to
resolutions consented to in writing by the members of a
committee appointed under this Part.
PART 19 - OFFICERS
------------------
19.1 The Directors shall from time to time appoint a President and a
Secretary and such other officers, if any, as the Directors
shall determine and the Directors may at any time terminate any
such appointment. No officer shall be appointed unless he is
qualified in accordance with the provisions of the Company Act.
19.2 One person may hold more than one of such offices except that
the offices of President and Secretary shall be held by
different persons unless the company has only one member. Any
person appointed as the Chairman of the Board, President or
Managing Director shall be a Director. The other officers need
not be Directors.
19.3 The remuneration of the officers of the company as such and the
terms and conditions of their tenure of office or employment
shall from time to time be determined by the Directors. Such
remuneration may be by way of salary, fees, wages, commission
or participation in profits or any other means or all of these
modes and an officer may in addition to such remuneration be
entitled to receive after he ceases to hold such office or
leaves the employment of the Company a gratuity, pension or
retirement allowance.
19.4 The Directors may decide what functions and duties each officer
shall perform and may entrust to and confer upon him any of the
powers exercisable by them upon such terms and conditions and
with such restrictions as they think fit and may from time to
time revoke, withdraw, alter or vary all or any of such
functions, duties and powers. The Secretary shall, inter alia,
perform the functions of the secretary specified in the Company
Act.
19.5 Every officer of the Company who holds any office or possesses
any property whereby, whether directly or indirectly, duties or
interests might be created in conflict with his duties or
interests as an officer of the Company shall, in writing,
disclose to the President the fact and the nature, character
and extent of the conflict.
PART 20 - INDEMNITY AND PROTECTION OF DIRECTORS,
OFFICERS AND EMPLOYEES
------------------------------------------------
20.1 Subject to the provisions of the Company Act, the Directors
may, with the approval of the Court, cause the Company to
indemnify a Director or former Director of the Company or a
director or former director of a corporation of which the
Company is or was a member, and the heirs and personal
representatives of any such person, against all costs, charges
and expenses, including an amount paid to settle an action or
satisfy a judgment, actually and reasonably incurred by him,
including an amount paid to settle an action or satisfy a
judgment in a civil, criminal or administrative action or
proceeding to which he is made a party by reason of being or
having been a Director of the Company or a director of such
corporation, including any action or proceeding brought by the
Company or any such corporation. Each director of the Company
on being elected or appointed shall be deemed to have
contracted with the Company on the terms of the foregoing
indemnity.
20.2 Subject to the provisions of the Company Act, the Directors may
cause the Company to indemnify any officer, employee or agent
of the Company or of a corporation of which the Company is or
was a member (notwithstanding that he is also a Director) and
his heirs and personal representatives against all cost,
charges and expenses whatsoever incurred by him and resulting
from his acting as an officer, employee or agent of the Company
or such corporation. In addition the Company shall indemnify
the Secretary or an Assistant Secretary of the company (if he
shall not be a full time employee of the Company and
notwithstanding that he is also a Director) and his heirs and
personal representatives against all costs, charges and
expenses whatsoever incurred by him and arising out of the
functions assigned to the Secretary by the Company Act or these
Articles. Each such Secretary and Assistant Secretary on being
appointed shall be deemed to have contracted with the Company
on the terms of the foregoing indemnity.
20.3 For the purposes of Article 20.1, a civil, criminal or
administrative action or proceeding shall include a civil,
criminal, administrative or other investigation or inquiry the
subject of which concerns the acts or conduct of the Director
or former Director of the Company while a Director of the
company.
20.4 The failure of a Director or officer of the company to comply
with the provisions of the Company Act, the Memorandum of the
Company or these Articles shall not invalidate any indemnity to
which he is entitled under this Part.
20.5 The Directors may cause the Company to purchase and maintain
insurance for the benefit of any person who is or was serving
as a Director, officer, employee or agent of the company or as
a director, officer, employee or agent of any corporation of
which the Company is or was a member and his heirs or personal
representatives against any liability incurred by him as such
Director, director, officer, employee or agent.
PART 21 - DIVIDENDS AND RESERVE
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21.1 The Directors may from time to time declare and authorize
payment of such dividends, if any, as they may deem advisable
and need not give notice of such declaration to any member. No
dividend shall be paid otherwise than out of funds or assets
properly available for the payment of dividends and a
declaration by the Directors as to the amount of such funds or
assets available for dividends shall be conclusive. The
Company may pay any such dividend wholly or in part by the
distribution of specific assets and in particular by paid up
shares, bond, debentures or other securities of the Company or
any other corporation or in any one or more such ways as may be
authorized by the Company or the Directors and where any
difficulty arises with regard to such a distribution the
Directors may settle the same as they think expedient, and in
particular may fix the value for distribution of such specific
assets or any part thereof, and may determine that cash
payments in substitution for all or any part of the specific
assets to which any members are entitled shall be made to any
members on the basis of the value so fixed in order to adjust
the rights of all parties and may vest any such specific assets
in trustees for the persons entitled to the dividend as may
seem expedient to the Directors.
21.2 Any dividend declared on shares of any class may be made
payable on such date as is fixed by the Directors.
21.3 Subject to the rights of members, if any, holding shares with
special rights as to dividends, all dividends on shares of any
class shall be declared and paid according to the number of
such shares held.
21.4 The Directors may, before declaring any dividend, set aside out
of the funds properly available for the payment of dividends
such sums as they think proper as a reserve or reserves, which
shall, at the discretion of the Directors, be applicable for
meeting contingencies or for equalizing dividends or for any
other purpose to which such funds of the company may be
properly applied, and pending such application may, at the like
discretion, either be employed in the business of the Company
or be invested in such investments as the Directors may from
time to time think fit. The Directors may also, without
placing the same in reserve, carry forward such funds which
they think prudent not to divide.
21.5 If several persons are registered as joint holder of any share,
any one of them may give an effective receipt for any dividend,
interest or other moneys payable in respect of the share.
21.6 No dividend shall bear interest. Where the dividend to which a
member is entitled includes a fraction of a cent, such fraction
shall be disregarded in making payment thereof and such payment
shall be deemed to be payment in full.
21.7 Any dividend, interest or other moneys payable in respect of
shares may be paid by cheque or warrant sent by mail directed
to the registered address of the holder, or in the case of
joint holder, to the registered address of that one of the
joint holder who is first named on the register, or to such
person and to such address as the holder or joint holders may
direct in writing. Every such cheque or warrant shall, to the
extent of the sum represented thereby (plus the amount of any
tax required by law to be deducted) discharge all liability for
the dividend, unless such cheque or warrant shall not be paid
on presentation or the amount of tax so deducted shall not be
paid on presentation or the amount of tax so deducted shall not
be paid to the appropriate taxing authority.
21.8 Notwithstanding anything contained in these Articles the
directors may from time to time capitalize any undistributed
surplus on hand of the company and may from time to time issue
as fully paid and non-assessable any unissued shares or any
bonds, debentures or other debt obligation of the Company as a
dividend representing such undistributed surplus on hand or any
part thereof.
21.9 A transfer of a share shall not pass the right to any dividend
declared thereon before the registration of the transfer in the
register.
PART 22 - RECORD DATES
----------------------
22.1 The Directors may fix in advance a date, which shall not be
more than the maximum number of days permitted by the Company
Act preceding the date of any meeting of members or any class
or series thereof or of the payment of any dividend or of the
proposed taking of any other proper action requiring the
determination of members, as the record date for the
determination of the members entitled to notice of, or to
attend and vote at, any such meeting and any adjournment
thereof, or entitled to receive payment of any such dividend or
for any other proper purpose and, in such case, notwithstanding
anything elsewhere contained in these Articles, only members of
record on the date so fixed shall be deemed to be members for
the purposes aforesaid.
22.2 Where no record date is so fixed for the determination of
members as provided in the preceding Article the date on which
the notice is mailed or on which the resolution declaring the
dividend is passed, as the case may be, shall be the record
date for such determination.
PART 23 - DOCUMENTS, RECORDS AND FINANCIAL STATEMENTS
-----------------------------------------------------
23.1 The Company shall keep at its records office or at such other
place as the Company Act may permit, the documents, copies,
registers, minutes, and records which the Company is required
by the Company Act to keep at its records office or such other
place, as the case may be.
23.2 The Company shall cause to be kept proper books of account and
accounting records in respect of all financial and other
transactions of the Company in order properly to recorded the
financial affairs and condition of the Company and to comply
with the Company Act.
23.3 Unless the Directors determine otherwise or unless otherwise
determined by an ordinary resolution, no member of the Company
shall be entitled to inspect the accounting records of the
Company.
23.4 The Directors shall from time to time at the expense of the
company cause to be prepared and laid before the Company in
general meeting such financial statements and reports as are
required by the Company Act.
23.5 Every member shall be entitled to be furnished once gratis on
demand with a copy of the latest annual financial statement of
the Company and, if so required by the Company Act, a copy of
each such annual financial statement and interim financial
statement shall be mailed to each member.
PART 24 - NOTICES
-----------------
24.1 A notice, statement or report may be given or delivered by the
Company to any member either by delivery to him personally or
by sending it by mail to his address as recorded in the
register of members. Where a notice, statement or report is
sent by mail, service or delivery of the notice, statement or
report shall be deemed to be effected by properly addressing
and mailing the notice, statement or report and to have been
given on the day, Saturdays, Sundays and holidays excepted,
following the date of mailing. A certificate signed by the
Secretary or other officer of the Company or of any other
corporation acting in that behalf for the Company that the
letter, envelope or wrapper containing the notice, statement or
report was so addressed and mailed shall be conclusive evidence
thereof.
24.2 A notice, statement or report may be given or delivered by the
Company to the joint holders of a share by giving or delivering
it to the joint holder first named in the register of members
in respect of that share.
24.3 A notice, statement or report may be given or delivered by the
Company to the persons entitled to a share in consequence of
the death, bankruptcy or incapacity of a member by sending it
through the mail addressed to them by name or by the title of
representatives of the deceased or incapacitated person or
trustee of the bankrupt, or by any like description, at the
address, if any, supplied to the Company for the purpose by the
persons claiming to be so entitled or, until such address has
been so supplied, by giving it in a manner in which the same
might have been given if the death, bankruptcy or incapacity
had not occurred.
24.4 Notice of every general meeting or meeting of members holding
shares of a class or series shall be given a manner
hereinbefore authorized to every member holding at the time of
the issue of the notice or the date fixed for determining the
members entitled to such notice, whichever is the earlier,
shares which confer the right to notice of and to attend and
vote at any such meeting. No other person except the auditor
of the Company and the Directors of the Company shall be
entitled to receive notices of any such meeting.
PART 25 - SEAL
--------------
25.1 The Directors may provide a seal for the Company and, if they
do so, shall provide for the safe custody and use of the seal
which shall not be affixed to any instrument except in the
presence of, or attested by the signatures of, the following
persons, namely:
(a) any two Directors, or
(b) any one of the Chairman of the Board, the President, the
Managing Director, a Director and a Vice-President
together with any of the Secretary, the Treasurer, the
Secretary-Treasurer, an Assistant Secretary, an Assistant
Treasurer and an Assistant Secretary-Treasurer, or
(c) if the Company shall have only one member, the President
or the Secretary, or
(d) such person or persons as the Directors may from time to
time by resolution appoint, and any such resolution may be
general in its nature,
and the said Directors, officers, person or persons in whose presence
the seal is so affixed to an instrument shall sign such instrument.
For the purpose of certifying under seal true copies of any document
or resolution the seal may be affixed in the presence of any one of
the foregoing persons.
25.2 To enable the seal of the Company to be affixed to any bonds,
debentures, share certificates, or other securities of the
Company, whether in definitive or interim form, on which
facsimiles of any of the signatures of the Directors or
officers of the Company are, in accordance with the Company Act
of these Articles, printed or otherwise mechanically reproduced
there may be delivered to the firm or company employed to
engrave, lithograph or print such definitive or interim bonds,
debentures, share certificates or other securities one or more
unmounted dies reproducing the Company's seal and the Chairman
of the Board, the President, the Managing Director or a
Vice-President and the Secretary, Treasurer, Secretary-
Treasurer, an Assistant Secretary, an Assistant Treasurer or an
Assistant Secretary-Treasurer may by a document authorize such
firm or company to cause the Company's seal to be affixed to
such definitive or interim bonds, debentures, share
certificates or other securities by the use of such dies.
Bonds, debentures, share certificates or other securities to
which the Company's seal has been so affixed shall for all
purposes be deemed to be under and to bear the Company's seal
lawfully affixed thereto.
25.3 The Company may have for use in any other province, state,
territory or country an official seal which shall have on its
face the name of the province, state, territory or country
where it is to be used and all of the powers conferred by the
Company Act with respect thereto may be exercised by the
Directors or by a duly authorized agent of the Company.
PART 26 - PROHIBITIONS
----------------------
26.1 If the Company is, or becomes, a company which is not a
reporting company, the number of persons who beneficially own
designated securities of the Company (counting any two or more
joint registered owners as one beneficial owner) shall be
limited to 50, excluding persons that:
(a) are employed by the Company or an affiliate of it, or
(b) beneficially owned, directly or indirectly, designated
securities of the Company while employed by it or by an
affiliate of it and, at all times since ceasing to be so
employed, have continued to beneficially own, directly or
indirectly, at least one designated security of the
Company.
26.2 If the Company is, or becomes, a company which is not a
reporting company, no designated securities of the Company, and
no securities that are convertible into or exchangeable for
designated securities of the Company, shall be:
(a) offered for sale to the public; or
(b) transferred without the previous consent of the Directors
expressed by a resolution of the Board and the Directors
shall not be required to give any reason for refusing to
consent to any such proposed transfer.