EXHIBIT 3.1
BUSINESS CORPORATIONS ACT
(Section 190)
Form 3-01
Articles of Continuance
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1. Name of Corporation: INDOCHINA GOLDFIELDS LTD.
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2. The classes and any maximum number of shares that the corporation is
authorized to issue:
100,000,000 Common Shares without par value
100,000,000 Preferred Shares without par value
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3. Restriction if any on share transfers: None
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4. Number (or minimum or maximum number) of Directors:
Minimum of 3 and a maximum of 9.
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5. Restrictions if any on business the corporation may carry on:
None
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6. If change of name effected, previous name:
Not applicable.
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7. Details of incorporation:
Incorporated on January 25, 1994 under the Company Act (British Columbia),
incorporation number 463212.
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8. Other provisions, if any:
The annexed Schedule I is incorporated in this form.
Meetings of shareholders may be held at any location in North America or
Asia, as the directors determine.
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9. Date Signature Title
February 21, 1995 Chief Financial Officer
SCHEDULE 1
TO THE ARTICLES OF CONTINUANCE OF
INDOCHINA GOLDFIELDS LTD.
1. PROVISIONS ATTACHING TO THE COMMON SHARES
The common shares, as a class, shall have attached thereto the following
rights, privileges, restrictions and conditions:
1.1 Dividends
Subject to the prior rights of the holders of preferred shares and any other
shares ranking senior to the common shares with respect to priority in the
payment of dividends, the holders of common shares shall be entitled to receive
dividends and the Corporation shall pay dividends thereon, as and when declared
by the board of directors of the Corporation out of moneys properly applicable
to the payment of dividends, in such amount and in such form as the board of
directors of the Corporation may from time to time determine and all dividends
which the board of directors of the Corporation may declare on the common
shares shall be declared and paid in equal amounts per share on all common
shares at the time outstanding.
1.2 Dissolution
In the event of the dissolution, liquidation or winding-up of the Corporation,
whether voluntary or involuntary, or any other distribution of assets of the
Corporation among its shareholders for the purpose of winding-up its affairs,
subject to the prior rights of the holders of the preferred shares and any
other shares ranking senior to the common shares with respect to priority in
the distribution of assets upon dissolution, liquidation, winding-up or
distribution for the purpose of winding-up, the holders of the common shares
shall be entitled to receive the remaining property and assets of the
Corporation.
1.3 Voting Rights
The holders of the common shares shall be entitled to receive notice of an to
attend all meetings of the shareholders of the Corporation and shall have one
vote for each common share held at all meetings of the shareholders of the
Corporation, except meetings at which only holders of another specified class
of series of shares of the Corporation are entitled to vote separately as a
class or series.
2. PROVISIONS ATTACHING TO THE PREFERRED SHARES
The preferred shares, as a class, shall have attached thereto the following
rights, privileges, restrictions and conditions:
2.1 Directors' Authority to Issue in One or More Series
The board of directors of the Corporation may issue the preferred shares at any
time and from time to time in one or more series before the first shares of any
particular series are issued, and shall fix the number of preferred shares in
such series and, determine, subject to the limitations in the articles, the
designation, rights, privileges, restrictions and conditions attached to the
shares of such series including without limitation, the rate or rates, amount
or method or methods of calculation of
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dividends thereon, the time and place of payment of dividends, whether
cumulative or non-cumulative or partially cumulative and whether such rate,
amount or method of calculation shall be subject to change or adjustment in the
future, the currency or currencies of payment of dividends, the priorities
thereof in relation to other shares or the priorities of other shares in
relation thereto, if any, the consideration and the terms and conditions of any
purchase for cancellation, retraction or redemption rights, if any, the
conversion or exchange rights attached thereto, if any, the voting rights
attached thereto, if any, and the terms and conditions of any share purchase
plan or sinking fund with respect thereto. Before the issue of the first shares
of a series, the board of directors of the Corporation shall send to the
Registrar, as defined in the Business Corporations Act (Yukon), articles of the
amendment containing the description of such series including the designation,
rights, privileges, restrictions and conditions attached thereto as determined
by the board of directors of the Corporation.
2.2 RANKING OF PREFERRED SHARES
No rights, privileges, restrictions or conditions attached to a series of
preferred shares shall confer upon a series a priority in respect of dividends
or return of capital over any other series of preferred shares then
outstanding. The preferred shares shall be entitled to priority over the common
shares of the Corporation and over any other shares of the Corporation ranking
junior to the preferred shares with respect to the payment of dividends and the
distribution of assets in the event of the liquidation, dissolution or
winding-up of the Corporation, whether voluntary or involuntary, or any other
distribution of the assets of the Corporation among its shareholders for the
purpose of winding-up its affairs. If any cumulative dividends or amounts
payable on a return of capital in respect of a series of preferred shares are
not paid in full the preferred shares of all series shall participate rateably
in respect of such dividends, including accumulations, if any, in accordance
with the sums that would be payable on such shares if all such dividends were
declared and paid in full, and in respect of any repayment of capital in
accordance with the sums that would be payable on such repayment of capital if
all sums so payable were paid in full, provided however, that in the event of
there being insufficient assets to satisfy in full all such claims to dividends
and return of capital, the claims of the holders of the preferred shares with
respect to repayment of capital shall be paid and satisfied and any assets
remaining thereafter shall be applied towards the payment and satisfaction of
claims in respect of dividends. After payment to the holders of preferred
shares of each series of the amounts of dividends and capital payable in
accordance with these provisions and the rights, privileges and restrictions
attached to each series of preferred shares, the holders of preferred shares
shall not be entitled to share in any further distribution of the property and
assets of the Corporation. The preferred shares of any series may also be given
such other preferences, not inconsistent with the articles, over the common
shares and over any other shares ranking junior to the preferred shares as may
be determined in the case of such series of preferred shares.
2.3 VOTING RIGHTS
Except as hereinafter referred to or as otherwise required by law or in
accordance with any voting rights which may from time to time be attached to
any series of preferred shares, the holders of the preferred shares as a class
shall not be entitled as such to receive notice of, to attend or to vote at any
meeting of the shareholders of the Corporation.
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2.4 APPROVAL OF HOLDERS OF PREFERRED SHARES
The rights, privileges, restrictions and conditions attaching to the preferred
shares as a class may be added to, changed or removed but only with the
approval of the holders of the preferred shares given as hereinafter specified.
The approval of the holders of preferred shares to add to, change or remove any
right, privilege, restriction or condition attaching the preferred shares as a
class or to any other matter requiring the consent of the holders of the
preferred shares as a class may be given in such manner as may then be required
by law, subject to a minimum requirement that such approval shall be given by
resolution passed by the affirmative vote of at least two-thirds of the votes
cast at a meeting of the holders of preferred shares duly called for that
purposes. The formalities to be observed in respect of the giving of notice of
any such meeting or any adjourned meeting and the conduct thereof shall be
those from time to time required by the Business Corporations Act (Yukon) (as
from time to time amended, varied or replaced) and prescribed in the by-laws of
the Corporation with respect to meetings of shareholders. On every poll taken
at a meeting of holders of preferred shares as a class, each holder entitled to
vote thereat shall have one vote in respect of each preferred share held by him.
INDOCHINA GOLDFIELDS LTD.
BY-LAW NO. 1
PART 1
INTERPRETATION
DEFINITIONS
1.1 In the by-laws, unless the context otherwise requires,
ACT means the Business Corporations Act (Yukon), or any statute substituted
therefor, as from time to time amended,
APPOINT includes "elect" and vice versa, 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 effect,
CORPORATION MEANS the corporation adopts this by-law,
MEETING OF SHAREHOLDERS includes both an annual meeting and a special
meeting of shareholders of the Corporation, and SPECIAL MEETING OF
SHAREHOLDERS means a meeting of shareholders or of any class or classes of
shareholders other than an annual meeting,
RECORDED ADDRESS means
(i) in the case of a shareholder, the shareholder's address as
recorded in the securities register,
(ii) 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 is more than one, and
(iii) in the case of a director, officer, or auditor, the latest
address of the director, officer or auditor recorded in the records of
the Corporation,
SIGNING OFFICER MEANS, in relation to any instrument, a person authorized
to sign the instrument on behalf of the Corporation by section 2.3 or by a
resolution passed pursuant thereto, and
a word or expression defined in the Act for the purposes of the entire Act
has the meaning so defined.
INTERPRETATION
1.2 In the interpretation of the by-laws,
(a) words importing singular number include the plural and vice versa,
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(b) words importing gender include the masculine, feminine and neuter, and
(c) a word importing a person includes an individual, body corporate,
partnership, trust, estate and an unincorporated organization.
HEADINGS
1.3 The division of a by-law into parts and the headings of parts and
sections will be considered as for convenience of reference only and will not
affect the construction or interpretation of the by-law.
PART 2
BUSINESS OF THE CORPORATION
CORPORATE SEAL
2.1 The board may adopt a corporate seal for the Corporation and from time to
time adopt a new seal in replacement of a seal previously adopted.
FACSIMILE OF SEAL
2.2 To enable the seal of the Corporation to be affixed to any bonds,
debentures, share certificates or other securities of the Corporation, or any
securities of another corporation to which an instrument of guarantee of the
Corporation is endorsed or annexed, whether in definitive or interim form, on
which a facsimile of that signature of a director or officer of the Corporation
is, in accordance with these by-laws, printed or otherwise mechanically
reproduced, there may be delivered to the person employed to engrave,
lithograph or print such definitive or interim bonds, debentures, share
certificates or other securities one or more unmounted dies reproducing the
Corporation's seal, and the chairman of the board, the president or a
vice-president, together with the secretary or treasurer or an assistant
secretary or assistant treasurer may by a document authorize such person to
cause the Corporation's seal to be affixed to such definitive or interim bonds,
debentures, share certificates or other securities by the use of such a die,
and bonds, debentures, share certificates or other securities to which the
Corporation's seal is so affixed and the due issue of which is evidenced by at
least one authorized signature manually affixed thereto will for all purposes
be deemed to be under and to bear the Corporation's seal lawfully affixed
thereto.
AFFIXATION OF SEAL
2.3 The corporate seal of the Corporation will not be affixed to any document
or instrument except by or in the presence of
(a) such person as is or such persons as are appointed for the purpose by
resolution of the board applying either to a specific instrument or
specific instruments, to instruments of a particular description, or to
instruments generally, or
(b) the secretary or an assistant secretary for the purpose of certifying
copies of or extracts from the articles or by-laws of the Corporation,
minutes of meetings or resolutions of the
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shareholders or the board or committees of the board, or any instrument
executed or issued by the Corporation.
FISCAL PERIOD
2.4 The fiscal period end of the Corporation will be as from time to time
determined by the board.
BANKING
2.5 The Corporation will maintain accounts in its name with such bank or banks
and other depositories, including banks and depositories outside Canada, as the
board from time to time determines, and no funds will be withdrawn from any
account except as provided in a by-law or a resolution of the board related to
the operation of the account.
VOTING RIGHTS IN OTHER BODIES CORPORATE
2.6 To enable to the Corporation to exercise voting rights attaching to
securities held by the Corporation,
(a) signing officers of the Corporation may from time to time execute and
deliver proxies and arrange for the issuance of voting certificates or
other evidences of such rights in favour of such person or persons as may
be determined by the officers by whom they are executed, and
(b) the board may from time to time direct the manner in which and the
person or persons by whom any particular voting rights or class of voting
rights may or will be exercised.
PART 3
BORROWING AND SECURITIES
BORROWING POWER
3.1 Without limiting the powers of the Corporation as set forth in the Act, the
board may from time to time cause the Corporation to
(a) borrow money on the credit of the Corporation,
(b) to the extent permitted by the Act, give guarantees on behalf of the
Corporation to secure the performance of any present or future indebtedness
or other obligation of another person,
(c) issue, reissue, sell or pledge bonds, debentures, notes or other
evidences of indebtedness or guarantee of the Corporation, whether secured
or unsecured, and
(d) charge, mortgage, hypothecate, pledge or otherwise create a security
interest in any or all property of the Corporation, currently owned or
subsequently acquired, to secure any present or future indebtedness or
other obligation of the Corporation.
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DELEGATION OF BORROWING AUTHORITY
3.2 To the extent permitted by the Act, the board may from time to time
delegate to a committee or to one or more of the directors of the Corporation
all or any of the powers conferred on the board by section 3.1 to such extent
and in such manner as the board from time to time determines.
RIGHTS ATTACHING TO DEBT OBLIGATIONS
3.3 Any debt obligation of the Corporation 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, attendance and voting at general meetings of the Corporation,
appointment of directors or otherwise and may by its terms be assignable free
from any equities between the Corporation and the person to whom it is issued or
any subsequent holder thereof, all as the board determines.
PART 4
DIRECTORS
CALLING OF MEETINGS
4.1 The chairman of the board, or the president may, and the secretary upon
the request of any director will, convene a meeting of the board.
NOTICE OF MEETING
4.2 Notice of the time and place of each meeting of the board must be given to
each director not less than 48 hours before the time when the meeting is to be
held, but the notice need not specify what matters are to be dealt with at the
meeting other than
(a) a proposal to adopt, amend or repeal any by-law,
(b) a proposal to authorize any material contract in which a director
will have a material interest or which is with a corporation of which any
director is a director or officer, or
(c) as required by the Act.
FIRST MEETING OF NEW BOARD
4.3 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.
QUORUM
4.4 The board may from time to time fix the quorum required for the
transaction of business at a meeting of the board and, if not so fixed, the
quorum will be a majority of the number of directors elected or appointed.
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CHAIRMAN
4.5 The chairman of any meeting of the board will be the first mentioned of
the chairman of the board, the president and the most senior vice-president who
is a director and is present at the meeting, but if no such officer is present
within 15 minutes after the time appointed for holding the meeting, or if each
such officer who is present indicates unwillingness to act as chairman of the
meeting, the directors present will choose one of their number to be chairman.
PROCEDURE
4.6 A question arising at a meeting of the board will be decided by a
majority of the votes cast, and in case of an equality of votes the chairman
may not exercise a second or casting vote.
REMUNERATION AND EXPENSES
4.7 The directors will be paid such remuneration for their services to the
Corporation as the board from time to time determines, and will be entitled to
be reimbursed for traveling and other expenses properly incurred by them in
attending any meeting of the board or committee of the board, or meeting of
shareholders.
4.8 A person who is a director may serve the Corporation in another capacity
and may for so doing receive remuneration in addition to the remuneration to
which such person is entitled as a director.
4.9 Remuneration payable to a director who is also an officer or employee of
the Corporation, or who serves the Corporation in a professional capacity, will
be in addition to the director's salary as an officer or employee or
professional fees.
TELEPHONE MEETINGS
4.10 A director may participate in a meeting of the board or of a committee of
the board by means of telephone or other communication facilities that permit
all directors participating in the meeting to hear each other.
PART 5
COMMITTEES
TRANSACTION OF BUSINESS
5.1 Except as otherwise determined by the board, the proceedings of a
committee of the board will be governed as follows:
(a) the powers of the committee may be exercised by a meeting at
which a quorum of the committee is present;
(b) meetings of the committee may be held at any place within or
outside of Canada;
(c) a majority of the members of a committee will constitute a quorum
thereof;
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(d) a question arising at a meeting will be determined by a majority of
the votes cast on the question, and in the case of an equality of votes
the chairman of the meeting will not be entitled to a second or casting
vote;
(e) the committee will meet and adjourn as it thinks proper and will
have power to elect its chairman, to make rules for the conduct of its
business and to appoint such assistants as it deems necessary;
(f) the committee will keep regular minutes of its transactions and will
cause them to be recorded in books kept for that purpose, and report its
transactions to the board at such times as the board from time to time
requires.
PART 6
PROTECTION AND INDEMNITY OF DIRECTORS AND OTHERS
CONTRACTS WITH THE CORPORATION
6.1 Subject to the Act,
(a) no director is disqualified by being a director, or by reason of
holding any other office or place of profit under the Corporation or under
any body corporate in which the Corporation is a shareholder or otherwise
interested, from entering into any contract, transaction or arrangement
with the Corporation either as vendor, purchaser or otherwise, or from
being concerned or interested in any manner whatsoever in any contract,
transaction or arrangement made or proposed to be entered into with the
Corporation,
(b) no such contract, transaction or arrangement is thereby void or
liable to be avoided, and
(c) no director is liable to account to the Corporation for any profit
arising from any such office or place of profit or realized by any such
contract, transaction or arrangement.
DISCLOSURE
6.2 Except as required by the Act, no director is obliged to make any
declaration or disclosure of interest or refrain from voting.
LIMITATION OF LIABILITY
6.3 Except as otherwise provided in the Act, no director or officer will be
liable
(a) for the acts, receipts, neglects or defaults of any other person, or
for joining in any receipt or act for conformity,
(b) for any loss, damage or expense happening to the Corporation through
the insufficiency or deficiency of title to any property acquired by, for,
or on behalf of the Corporation,
(c) for the insufficiency or deficiency of any security in or upon which
any moneys of the Corporation are invested,
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(d) any loss or damage arising from the bankruptcy, insolvency or
wrongful act of any person with whom any money, security or other
property of the Corporation is lodged or deposited, or
(e) for any other loss, damage, or misfortune whatever which may
arise out of the execution of the duties of as a director or in
relation thereto.
AMPLIFICATION OF RIGHTS
6.4 The foregoing provisions of this Part are in amplification of or in
addition to, and not by way of limitation of or substitution for, any rights,
immunities or protection conferred on any director or officer by any law or
otherwise.
PART 7
SHARES
REGISTRATION OF TRANSFERS
7.1 Subject to the provisions of the Act, no transfer of a share will be
registered in a securities register except on presentation of the certificate
representing such share with an instrument of transfer complying with the Act
endorsed thereon or delivered therewith duly executed by an appropriate person
as provided by the Act, together with such reasonable assurance that the
instrument of transfer is genuine and effective as the board from time to time
prescribes, and upon payment of all applicable taxes and any fees prescribed
by the board.
7.2 Until such time as the Company becomes a reporting issuer under the
securities legislation of any province in Canada, no shares shall be
transferred without the previous consent of the Directors expressed by a
resolution of the Board of Directors, and the Directors shall not be required
to give any reason for refusing to consent to any such proposed transfer.
PART 8
DIVIDENDS AND RIGHTS
DECLARATION
8.1 The board may from time to time as permitted by law declare dividends
payable to the shareholders according to their respective rights and interest
in the Corporation.
INTEREST
8.2 No dividend will bear interest against the Corporation.
VALUATION OF NON-CASH DIVIDENDS
8.3 The board will determine the value of any dividend not paid in money.
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DIVIDEND CHEQUES
8.4 A dividend payable in money may be paid by cheque of the Corporation or
its paying agent to the order of each registered holder of shares of the class
or series on which it is declared and mailed by prepaid ordinary mail to the
holder at the holder's recorded address or as the holder otherwise directs.
CHEQUES TO JOINT HOLDERS
8.5 In the case of joint holders, a cheque in payment of dividends will,
unless they otherwise jointly direct, be made payable to the order of all of
them and mailed to them at their recorded address.
NON-RECEIPT OF CHEQUES
8.6 If a dividend cheque is not received by the person to whom it is so
sent, the Corporation will issue to such person a replacement cheque for a like
amount on such terms as to evidence of non-receipt and of title, indemnity and
reimbursement of expense as the board prescribes, whether generally or in any
particular case.
UNCLAIMED DIVIDENDS
8.7 Any dividend unclaimed for six years after the date of record payment
will be forfeited and revert to the Corporation.
PART 9
MEETINGS OF SHAREHOLDERS
CHAIRMAN, SECRETARY AND SCRUTINEERS
9.1 The chairman of a meeting of shareholders will be the first mentioned of
such of the following officers who is present at the meeting and is willing to
act: chairman of the board, president, or a vice-president.
9.2 If no such officer willing to act is present within 15 minutes after the
time fixed for holding the meeting, the persons present and entitled to vote
may choose one of their number to be chairman.
9.3 If the secretary of the Corporation is absent, the chairman will appoint
some person, who need not be a shareholder, to act as secretary of the meeting.
9.4 One or more scrutineers, who need not be shareholders, may be appointed
by resolution or by the chairman with the consent of the meeting.
PERSONS ENTITLED TO BE PRESENT
9.5 The only persons entitled to be present at a meeting of shareholders
will be those entitled to vote thereat, the directors and the auditor of the
Corporation and any other person who, although not entitled to vote, is
entitled or required under any provision of the Act or the articles or by-laws
to be present at the meeting, and any other person may be admitted only on the
invitation of the chairman of the meeting or with the consent of the meeting.
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QUORUM
9.6 A quorum for the transaction of business at any meeting of shareholders
is at least one individual present at the commencement of the meeting holding,
or representing by proxy the holder or holders of, shares carrying in the
aggregates not less than five percent of the votes eligible to be cast at the
meeting.
TIME FOR DEPOSIT OF PROXIES
9.7 A proxy may be acted on only if, before the time specified in the
notice of the meeting, it is deposited with the Corporation or otherwise in
accordance with the regulations made pursuant to section 9.8 or, in any case
where no such regulation has been made, if it has been received by the
secretary of the Corporation or by the chairman of the meeting or any
adjournment thereof before the time of voting.
LODGING OF PROXIES; USE OF FACSIMILE
9.8 The board may from time to time establish regulations regarding the
lodging of proxies at some place or places other than the place at which a
meeting or adjourned meeting of shareholders is to be held and for particulars
of such proxies to be cabled or telegraphed or sent in writing before the
meeting or adjourned meeting to the Corporation or an agent of the Corporation
and providing that proxies so lodged may be voted as though the proxies
themselves were produced at the meeting or adjourned meeting, and votes given
in accordance with such regulations will be valid and will be counted.
9.9 The chairman of any meeting of shareholders may, subject to any
regulations so made, in the chairman's discretion accept telegraphic or cable or
other written communication as to the authority of anyone claiming to vote on
behalf of and to represent a shareholder notwithstanding that no proxy
conferring such authority has been lodged with the Corporation, and votes given
in accordance with such telegraphic or cable or written communication accepted
by the chairman will be valid and will be counted.
VALIDITY OF PROXIES
9.10 A vote given in accordance with the terms of an instrument of proxy
will be valid notwithstanding
(a) the previous death or insanity of the shareholder giving the
proxy; or
(b) the revocation of the proxy or of the authority under which the
proxy was executed; or
(c) the transfer of the share in respect of which the proxy is given;
unless notice in writing of such death, insanity, revocation or transfer is
received at the office of the Corporation or by the chairman of the meeting
before the commencement of the meeting or adjourned meeting at which the proxy
is used.
JOINT SHAREHOLDERS
9.11 If two or more of the joint holders of a share are present in person or
represented by proxy and vote, the vote of that one of them, or of the proxy
holder for that one of them, whose name appears first
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on the shareholders list of the Corporation is respect of such share will be
accepted to the exclusion of the vote of another, or of the proxy holder for
another, of such joint holders.
VOTE TO GOVERN
9.12 At a meeting of shareholders every question will, except as otherwise
required by the articles or by-laws, be determined by a majority of the votes
cast on the question, and in case of an equality of votes either on a show of
hands or on a poll, the chairman of the meeting will not be entitled to a
casting vote.
SHOW OF HANDS
9.13 On a show of hands every person who is present and entitled to vote will
then have one vote.
9.14 Whenever a vote by show of hands is taken on a question, then unless a
ballot thereon is 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, will be prima facie evidence of the fact without proof of the
number or proportions of the votes recorded in favour of or against the
question, and the result of the vote so taken will be the decision of the
shareholders upon such question.
BALLOTS
9.15 A demand for a ballot may be withdrawn at any time before the taking of
the ballot.
9.16 If a ballot is taken each person present will be entitled to one vote,
or such other number of votes as the by-laws provide, in respect of each share
which such person is entitled to vote on the question at the meeting, and the
result of the ballot so taken will be the decision of the shareholders upon
such question.
9.17 A poll demanded on the election of a chairman, or on a question of
adjournment will be taken forthwith, and a poll demanded on any other question
will be taken at such time as the chairman of the meeting directs.
ADJOURNMENT
9.18 The chairman may, with the consent of any meeting, adjourn the meeting
from time to time.
RULINGS BY THE CHAIRMAN
9.19 The chairman of a meeting of shareholders will have regard to accepted
rules of parliamentary procedure, and
(a) will have absolute authority over matters of procedure and there
will be no appeal from the ruling of the chairman, but if the
chairman, in the chairman's absolute discretion, deems it
advisable to dispense with the rules of parliamentary procedure
at any general meeting or part thereof, the chairman will so
state and will clearly state the rules under which the meeting or
the appropriate part thereof will be conducted,
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(b) any dispute as to the admission or rejection of a vote will be
determined by the chairman and the chairman's determination will be final
and conclusive,
(c) if disorder arises which prevents continuation of the business of a
meeting, the chairman may quit the chair and announce the adjournment of
the meeting, and upon the chairman's so doing, the meeting is,
notwithstanding section 9.11, immediately adjourned, and
(d) the chairman may ask or require anyone who is not a registered
shareholder entitled to vote at the meeting or proxyholder representing
such a shareholder to leave the meeting.
PART 10
EXAMINATION OF RECORDS
ACCESS BY AUDITOR AND DIRECTORS
10.1 The auditor and every director take extracts from, all accounts, records,
books and other documents of the Corporation.
INSPECTION BY SHAREHOLDERS
10.2 No shareholder will have the right of inspection of any account, record,
book or document of the Corporation except as prescribed by statute or
authorized by the board.
PART 11
NOTICES
NOTICE TO JOINT SHAREHOLDERS
11.1 If two or more persons are registered as joint holders of a share, a
notice must be directed to all of them but need be delivered or addressed only
to the recorded address of one of them to be sufficient notice to all.
SIGNATURE TO NOTICE
11.2 The signature to any notice to be given by the Corporation may be in
whole or in part written, stamped, typewritten or printed.
11.3 A notice sent by any means of wire or wireless or any other form of
recorded communication will be deemed to have been given on the day when it is
transmitted by the Corporation or, if transmitted by another, on the day when it
is dispatched or delivered to the appropriate communication company or agency or
its representative for dispatch, and a certificate or declaration in respect of
any thereof in writing signed by an officer or by an employee of a transfer
agent or registrar of the Corporation will be conclusive evidence of the matters
therein certified or declared.
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OMISSIONS AND ERRORS
11.4 The accidental omission to give a notice to any shareholder, director,
officer, or auditor or the non-receipt of a notice of any such person or an
error in a notice not affecting the substance thereof will not invalidate any
action taken at a meeting held pursuant to such notice or otherwise founded
thereon.
PERSONS ENTITLED BY DEATH OR OPERATION OF LAW
11.5 Every person who, by operation of law, transfer, death of a
shareholder or any other means whatsoever, becomes entitled to a share, will be
bound by every notice in respect of such share which is duly given to the
shareholder from whom such person derives title to such share before such
person's name and address is entered on the securities register (whether such
notice is given before or after the happening of the event upon which such
person becomes so entitled) and before such person furnishes to the Corporation
the proof of authority or evidence of entitlement prescribed by the Act.
WAIVER OF NOTICE
11.6 A shareholder (or the duly appointed proxyholder of a shareholder),
director, officer, auditor or member of a committee of the board may at any
time in writing waive any notice, or waive or abridge the time for any notice,
required to be given to such person under any provision of the Act, the
regulations thereunder, the articles, the by-laws or otherwise, and such waiver
or abridgement, if given before the meeting or other event of which notice is
required to be given, will cure any default in the giving or in the time of
such notice, as the case may be.
11.7 A waiver referred to in Article 11.6 must be in writing except a
waiver of notice of a meeting of members or of the board or of a committee of
the board which may be given in any manner and, in the case of a meeting of
the board or of a committee of the board, will be deemed to be given by a
director with respect to all business transacted after the director first
attends the meeting.
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