BY-LAW NO. 2
A by-law relating generally to
the transaction of the business
and affairs of
LIFTKING INDUSTRIES INC.
(the "CORPORATION")
INTERPRETATION
1.01 Definitions -- In this by-law, unless the context otherwise requires:
(a) "Act" means the Business Corporations Act, R.S.O. 1990, c. B. 16, as
amended from time to time or any act that may in future be substituted
for it;
(b) "articles" includes the original or restated articles of incorporation,
articles of amendment, articles of amalgamation, articles of
continuance, articles of reorganization, articles of arrangement and
articles of revival;
(c) "board" means the board of directors of the Corporation;
(d) "contracts, documents or instruments in writing" includes deeds,
mortgages, charges, conveyances, powers of attorney, transfers and
assignments of property of all kinds, including specifically but
without limitation, transfers and assignments of shares, warrants,
bonds, debentures or other securities and all paper writings;
(e) "meeting of shareholders" includes an annual meeting of shareholders
and a special meeting of shareholders.
1.02 Words and phrases defined in the Act and used in this by-law shall,
unless the context otherwise requires, have the same meaning as in the Act.
1.03 In this by-law words importing the singular number only shall include
the plural and vice versa; words importing the masculine gender shall include
the feminine and neuter genders; words importing persons shall include an
individual, partnership, association, body corporate, executor, administrator,
legal representative, trust, and any number or aggregate of persons.
1.04 Interpretation Not Affected by Headings - The insertion of headings in
this by-law are for convenience of reference only and shall not affect its
construction or interpretation.
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DIRECTORS
2.01 Notice of Meetings -- Notice of meetings of the board shall be given to
each director not less than 48 hours (excluding Saturdays, Sundays and statutory
holidays) before the time when the meeting is to be held. Each newly elected
board may without notice hold its first meeting for the purposes of organization
and the appointment of officers immediately following the meeting of
shareholders at which such board was elected.
2.02 Place of Meetings -- Meetings of the board may be held at any place
within or outside Ontario and in any financial year of the Corporation it shall
not be necessary for a majority of the meetings of the board to be held at a
place within Canada.
2.03 Votes to Govern -- At all meetings of the board every question shall be
decided by a majority of the votes cast on the question; and in case of an
equality of votes the chairman of the meeting shall not be entitled to a second
or casting vote.
2.04 Interest of Directors and Officers Generally in Contract -- No director
or officer shall be disqualified by his office from contracting with the
Corporation nor shall any contract or arrangement entered into by or on behalf
of the Corporation with any director or officer or in which any director or
officer is in any way interested be liable to be voided nor shall any director
or officer so contracting or being so interested be liable to account to the
Corporation for any profit realized by any such contract or arrangement by
reason of such director or officer holding that office or of the fiduciary
relationship thereby established unless the director or officer shall have
failed to comply with the provisions of the Act.
SHAREHOLDERS' MEETINGS
3.01 Quorum at Shareholders' Meetings -- At any meeting of shareholders, a
quorum shall be the holders of a majority of the shares entitled to vote at the
meeting, present in person or represented by proxy.
3.02 Casting Vote - In the case of an equality of votes at any meeting of
shareholders the chairman of the meeting shall not be entitled to a second or
casting vote.
OFFICERS
4.01 Appointment of Officers -- The directors shall annually or as often as
may be required appoint a President and a Secretary and if deemed advisable may
annually or as often as may be required appoint a Chairman of the Board, one or
more Vice-Presidents, a Treasurer and one or more Assistant-Secretaries and/or
one or more Assistant-Treasurers. Two or more such offices may be held by the
same person. The directors may from time to time appoint
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such over officers as they shall deem necessary, who shall have such authority
and shall perform such functions and duties as may from time to time be
prescribed by the board.
4.02 Removal of Officers -- All officers shall be subject to removal by the
board at any time, with or without cause.
4.03 Chairman of the Board -- The Chairman of the Board (if any) shall, when
present, preside at all meetings of the board of directors.
4.04 President -- The President shall, when present, preside at all meetings
of the board of directors in the absence of the Chairman of the Board and at all
meetings of shareholders and shall be responsible for the management of the
business and affairs of the Corporation.
4.05 Vice-President -- The Vice-President (if any), or, if more than one,
the Vice-Presidents, shall assist the President in the performance of his or her
duties and, in order of seniority as determined by the board of directors, may
perform and exercise the powers of the President during the absence or inability
to act of the President. If a Vice-President exercises any such duty or power,
the absence or inability of the President shall be presumed with reference
thereto.
4.06 Secretary -- The Secretary shall give, or cause to be given, all
notices required to be given to shareholders, directors, auditors and members of
committees of the board of directors and of the shareholders and shall enter or
cause to be entered in books kept for that purpose minutes of all proceedings at
such meetings; and shall be the custodian of the stamp or mechanical device
generally used for affixing the corporate seal of the Corporation.
4.07 Treasurer -- The Treasurer (if any) shall keep or cause to be kept full
and accurate books of account in which shall be recorded all receipts and
disbursements of the Corporation and, under the direction of the board of
directors, shall control the deposit of money, the safekeeping of securities and
the disbursement of the funds of the Corporation; and shall render to the board
of directors at the meetings thereof, or whenever required, an account of all
transactions as Treasurer and of the financial position of the Corporation.
4.08 Assistant Secretary and Assistant Treasurer -- The Assistant Secretary
and the Assistant Treasurer (if any) shall assist the Secretary and the
Treasurer, respectively, in the performance of their duties and shall perform
all the duties of the Secretary and the Treasurer, respectively, in the absence
or inability to act of the Secretary or the Treasurer, as the case may be.
4.09 Additional Duties -- From time to time the board may vary, add to or
limit the powers and duties of any officer or officers of the Corporation, but,
subject to section 183 of
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the Act, shall not delegate to any officer any of the powers set forth in
subsection 127(3) of the Act.
INDEMNIFICATION
5.01 Indemnification of Directors and Officers -- The Corporation shall
indemnify a director or officer of the Corporation, a former director or officer
of the Corporation or a person who acts or acted at the Corporation's request as
a director or officer of a body corporate of which the Corporation is or was a
shareholder or creditor, and his or her heirs and legal personal representatives
to the extent permitted by the Act.
5.02 Indemnity of Others -- Except as otherwise required by the Act, and
subject to section 5.01, the Corporation may from time to time indemnify and
save harmless any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the Corporation) by reason of the fact that he, she or it
is or was an employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee, agent of or
participant in another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including legal fees), judgments, fines and any
amount actually and reasonably incurred in connection with such action, suit or
proceeding if such person acted honestly and in good faith with a view to the
best interests of the Corporation, and, with respect to any criminal or
administrative action or proceeding that is enforced by a monetary penalty, had
reasonable grounds for believing that his, her or its conduct was lawful. The
termination of any action, suit or proceeding by judgment, order, settlement, or
conviction, shall not, of itself, create a presumption that the person did not
act honestly and in good faith with a view to the best interests of the
Corporation, and, with respect to any criminal or administrative action or
proceeding that is enforced by a monetary penalty, had no reasonable ground for
believing that his, her or its conduct was lawful.
5.03 Right of Indemnity Not Exclusive -- The provisions for indemnification
contained in the by-laws of the Corporation shall not be deemed exclusive of any
other rights to which those seeking indemnification may be entitled under any
by-law, agreement, vote of shareholders or disinterested directors or otherwise,
both as to action in an official capacity and as to action in another capacity
while holding such office, and shall continue as to a person who has ceased to
be a director, officer, employee or agent and shall inure to the benefit of the
heirs and legal personal representatives of such a person.
5.04 No Liability of Directors or Officers for Certain Acts etc. -- To the
extent permitted by law, no director or officer for the time being of the
Corporation shall be liable for the acts, receipts, neglects or defaults of any
other director, officer, employee or agent, or for joining in any receipt or act
for conformity or for any loss, damage or expense
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happening to the Corporation through the insufficiency or deficiency of title to
any property acquired by the Corporation, or for or on behalf of the Corporation
or for the insufficiency or deficiency of any security in or upon which any of
the moneys of or belonging to the Corporation shall be placed out or invested,
or for any loss or damage arising from the bankruptcy, insolvency or tortious
act of any person with whom or which any moneys, securities or effects shall be
lodged or deposited or for any loss, conversion, misapplication or
misappropriation of or any damage resulting from any dealings with any moneys,
securities or other assets belonging to the Corporation or for any other loss,
damage or misfortune whatever which may happen in the execution of the duties of
his or her respective office or trust or in relation thereto unless the same
shall happen by or through his or her failure to act honestly and in good faith
with a view to the best interest of the Corporation and in connection therewith
to exercise the care, diligence and skill that a reasonably prudent person would
exercise in comparable circumstances. If any director or officer of the
Corporation shall be employed by or shall perform services for the Corporation
otherwise than as a director or officer or shall be a member of a firm or a
shareholder, director or officer of a body corporate which is employed by or
performs services for the Corporation, the fact of his or her being a director
or officer of the Corporation shall not disentitle such director or officer or
such firm or body corporate, as the case may be, from receiving proper
remuneration for such services.
DIVIDENDS
6.01 Dividend Cheques -- A dividend payable in cash may be paid by cheque
drawn on the Corporation's bankers or one of them to the order of each
registered holder of shares of the class or series in respect of which it has
been declared and mailed by ordinary mail, postage prepaid, to such registered
holder at the address appearing on the register of shareholders, unless such
holder otherwise directs. In the case of joint holders the cheque shall, unless
such joint holders otherwise direct, be made payable to the order of all of such
joint holders and mailed to them at the address appearing on the register of
shareholders in respect of such joint holding, or to the first address so
appearing if there are more than one. The mailing of a cheque in this manner,
unless it is not paid on due presentation, shall satisfy and discharge the
liability for the dividend to the extent of the sum represented by the cheque,
plus the amount of any tax which the Corporation is required to and does
withhold.
6.02 Non-Receipt of Cheques -- If a dividend cheque is not received by the
person to whom it is sent, the Corporation shall issue to such person a
replacement cheque for a like amount upon such terms as to indemnity and
evidence of non-receipt and of title as the board may from time to time
prescribe, whether generally or in any particular case.
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BANKING ARRANGEMENTS, CONTRACTS, ETC.
7.01 Banking Arrangements -- The banking business of the Corporation, or any
part thereof, shall be transacted with such banks, trust companies or other
financial institutions as the board may designate, appoint or authorize from
time to time by resolution and all such banking business, or any part thereof,
shall be transacted on the Corporation's behalf by such one or more officers
and/or other persons as the board may designate, direct or authorize from time
to time by resolution and to the extent therein provided.
7.02 Execution of Instruments -- Contracts, documents or instruments in
writing requiring execution by the Corporation may be signed by the President
and all contracts, documents or instruments in writing so signed shall be
binding upon the Corporation without any further authorization or formality. The
board is authorized from time to time by resolution to appoint any officer or
any other person on behalf of the Corporation to sign and deliver either
contracts, documents or instruments in writing generally or to sign either
manually or by facsimile signature and deliver specific contracts, documents or
instruments in writing.
NOTICES
8.01 Notice to Joint Shareholders -- If two or more persons are registered
as joint holders of any share, notice to one of such persons shall be sufficient
notice to all of them. Any notice shall be addressed to all such joint holders
and the address to be used by the Corporation shall be the address appearing on
the register of shareholders in respect of such joint holding, or the first
address so appearing if there are more than one.
8.02 Omissions and Errors -- The accidental omission to give any notice to
any shareholder, director, officer, auditor or member of any committee of the
board or the non-receipt of any notice by any such person or any error in any
notice not affecting the substance thereof shall not invalidate such notice or
any action taken at any meeting held pursuant to such notice or otherwise
founded thereon.
MISCELLANEOUS
9.01 Invalidity of any Provisions of this By-law -- The invalidity or
unenforceability of any provision of this by-law shall not affect the validity
or enforceability of the remaining provisions of this by-law.
REPEAL
10.01 Repeal -- By-law No. 1 of the Corporation is repealed as of the coming
into force of this by-law provided that such repeal shall not affect the
previous operation of any by-law
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so repealed or affect the validity of any act done or right, privilege,
obligation or liability acquired or incurred under or the validity of any
contract or agreement made pursuant to any such by-law prior to its repeal. All
officers and persons acting under any by-law so repealed shall continue to act
as if appointed by the board under the provisions of this by-law or the Act
until their successors are appointed.
MADE the 14th day of August, 1997.
Louis Aldrovandi Louis Aldrovandi
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President Louis Aldrovandi Secretary Louis Aldrovandi
RESOLVED that the foregoing By-law No. 2 is made a by-law of the Corporation.
The undersigned, being the sole director of LIFTKING INDUSTRIES INC., signs the
foregoing resolution.
DATED the 14th day of August, 1997.
Louis Aldrovandi
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Louis Aldrovandi
RESOLVED that the foregoing By-law No. 2 is confirmed.
The undersigned, being the sole shareholder of LIFTKING INDUSTRIES INC., signs
the foregoing resolution.
DATED the 14th day of August, 1997.
Louis Aldrovandi
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Louis Aldrovandi
BY-LAW NO. 3
A by-law respecting the borrowing
of money, the issuing of debt
obligations and the securing of
liabilities by
LIFTKING INDUSTRIES INC.
(the "CORPORATION")
BE IT ENACTED as a by-law of the Corporation as follows:
The directors of the Corporation may, without authorization of the shareholders,
from time to time:
(a) borrow money on the credit of the Corporation;
(b) issue, reissue, sell or pledge debt obligations of the Corporation;
(c) subject to the Business Corporations Act (Ontario), give a guarantee
on behalf of the Corporation to secure performance of an obligation of
any person;
(d) mortgage, hypothecate, pledge or otherwise create a security interest
in all or any property of the Corporation, owned or subsequently
acquired, to secure any obligation of the Corporation; and
(e) delegate any or all of the powers conferred on the directors under
this by-law to a director, a committee of directors or an officer of
the Corporation to such extent and in such manner as the directors
shall by resolution determine.
MADE the 14th day of August, 1997.
Louis Aldrovandi Louis Aldrovandi
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President Louis Aldrovandi Secretary Louis Aldrovandi
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RESOLVED that the foregoing By-law No. 3 is made a by-law of the Corporation.
The undersigned, being the sole director of LIFTKING INDUSTRIES INC., signs the
foregoing resolution.
DATED the 14th day of August, 1997.
Louis Aldrovandi
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Louis Aldrovandi
RESOLVED that the foregoing By-law No. 3 is confirmed.
The undersigned, being the sole shareholder of LIFTKING INDUSTRIES INC., signs
the foregoing resolution.
DATED the 14th day of August, 1997.
Louis Aldrovandi
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Louis Aldrovandi