EXHIBIT 3.22
BY-LAW NO. 1
A by-law relating generally to the transaction of the business and affairs of:
CANWEST INTERACTIVE INC.
(the "Corporation")
1 - INTERPRETATION
1.1 DEFINITIONS
In this by-law and all other by-laws of the Corporation, unless the context
requires otherwise:
(a) "the Act" means the Canada Business Corporations Act or any
statute which may be substituted therefor, as amended from
time to time;
(b) "articles" means the original or restated articles of
incorporation, articles of amendment, articles of
amalgamation, articles of continuance, articles of
reorganization, articles of arrangement, articles of
dissolution or articles of revival of the Corporation and
includes any amendments thereto;
(c) "board" means the board of directors of the Corporation;
(d) "meeting of shareholders" means an annual meeting of
shareholders or a special meeting of shareholders;
(e) "non-business day" means Saturday, Sunday and any other day
that is a holiday as defined in the Interpretation Act
(Canada);
(f) "person" includes an individual, partnership, association,
body corporate, trustee, executor, administrator or legal
representative;
(g) "resident Canadian" means a Canadian citizen ordinarily
resident in Canada or as otherwise defined in the Act;
(h) "unanimous shareholder agreement" means a written agreement
among all the shareholders of the Corporation, or among all
such shareholders and a person who is not a shareholder or a
written declaration by a person who is the beneficial owner of
all the issued shares of the Corporation, that restricts, in
whole or in part, the powers of the directors to manage the
business and affairs of the Corporation, as from time to time
amended;
(i) words importing the singular number also include the plural
and vice-versa; words importing the masculine gender include
the feminine and neuter genders;
(j) all words used in this by-law and defined in the Act shall
have the meanings given to such words in the Act or in the
related Parts thereof.
1.2 EXECUTION IN COUNTERPART AND BY FACSIMILE
Signatures on any notice, resolution, requisition, statement or other document
required or permitted to be executed by more than one person for the purposes of
the Act may be obtained by means of facsimile or by execution of several
documents of like form, each of which is executed by one or more of such
persons, and such documents, when duly executed by all persons required or
permitted, as the case may be, to do so, shall be deemed to constitute one
document for the purposes of the Act.
2 - GENERAL BUSINESS
2.1 REGISTERED OFFICE
Until changed in accordance with the Act, the registered office of the
Corporation shall be in the place within Canada specified in the articles and at
such location therein as the board may from time to time determine.
2.2 SEAL
The Corporation may have a seal which shall be adopted and may be changed by the
board.
2.3 FINANCIAL YEAR
Until changed by the board, the financial year of the Corporation shall end on
the 31st day of August in each year.
2.4 EXECUTION OF INSTRUMENTS
The secretary or any other officer or any director may sign certificates and
similar instruments (other than share certificates) on the Corporation's behalf
with respect to any factual matters relating to the Corporation's business and
affairs, including certificates verifying copies of the articles, by-laws,
resolutions and minutes of meetings of the Corporation. Subject to the
foregoing, deeds, transfers, assignments, contracts, obligations, certificates
and other instruments shall be signed on behalf of the Corporation by any two
directors or officers of the Corporation. In addition, the board may from time
to time direct the manner in which and the person or persons by whom any
particular instrument or class of instruments may or shall be signed.
2.5 BANKING ARRANGEMENTS
The banking business of the Corporation, or any part thereof, shall be
transacted with such bank, trust company or other firm or body corporate as the
board may designate, appoint or authorize from time to time and all such banking
business, or any part thereof, shall be transacted on the Corporation's behalf
by such one or more officers or other persons as the board may designate, direct
or authorize from time to time and to the extent thereby provided.
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3 - BORROWING
3.1 BORROWING
Without limit to the powers of the board as provided in the Act, the board may
from time to time on behalf of the Corporation:
(a) borrow money upon the credit of the Corporation;
(b) issue, reissue, sell or pledge debt obligations of the
Corporation;
(c) to the extent permitted by the Act, give, directly or
indirectly, financial assistance to any person by means of a
loan, a guarantee to secure the performance of an obligation
or otherwise; and
(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.
3.2 DELEGATION
Subject to the Act, the articles, any by-laws and any unanimous shareholder
agreement, the board may from time to time delegate to a director, a committee
of directors of an officer of the Corporation or such other person or persons so
designated by the board all or any of the powers conferred on the board by
section 3.1 or by the Act to such extent and in such manner as the board shall
determine at the time of each such delegation.
4 - DIRECTORS
4.1 DUTIES OF DIRECTORS
Subject to any unanimous shareholder agreement, the board shall manage the
business and affairs of the Corporation.
4.2 QUALIFICATIONS OF DIRECTORS
A majority of directors on the board shall be resident Canadians. No person
shall be elected or appointed a director if such person is less than 18 years of
age, of unsound mind and has been so found by a court in Canada or elsewhere, is
not an individual, or has the status of bankrupt. A director need not hold
shares issued by the Corporation.
4.3 NUMBER OF DIRECTORS AND QUORUM
Until changed in accordance with the Act, the board shall consist of such number
of directors not greater than 1 nor less than 10 as the board may from time to
time determine, and a majority of the number fixed from time to time shall
constitute a quorum for the transaction of business. Notwithstanding vacancies,
a quorum of directors may exercise all the powers of the board.
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4.4 ELECTION AND TERM
Directors shall be elected by the shareholders at the first meeting of
shareholders after the effective date of this by-law and at each succeeding
annual meeting at which an election of directors is required and shall hold
office for a term expiring not later than the close of the third annual meeting
of shareholders following the election. The number of directors to be elected at
any such meeting shall be that number most recently determined by the board. The
election need not be by ballot unless a ballot is demanded by any shareholder or
required by the chairman in accordance with section 8.18. If an election of
directors is not held at an annual meeting of shareholders at which such
election is required, the directors then in office shall continue in office
until their successors are elected. The directors may, if the articles of the
Corporation so provide, appoint one or more directors within the limits
permitted in the Act, who shall hold office for a term expiring not later than
the close of the next annual meeting of shareholders.
4.5 REMOVAL OF DIRECTORS
Subject to the provisions of the Act, the shareholders may, by ordinary
resolution passed by a majority of the votes cast at a special meeting of
shareholders duly called for that purpose, remove any director and may at that
meeting elect a qualified person for the remainder of such term.
4.6 CEASING TO HOLD OFFICE
A director may resign from office by notice in writing delivered or sent to the
Corporation and such resignation shall become effective at the time the notice
is delivered or sent or on such later date as may be specified in such notice. A
director shall forthwith cease to hold office as a director should such director
be found by a court in Canada or elsewhere to be of unsound mind, acquire the
status of bankrupt, or be removed from office by the shareholders of the
Corporation. Any attempt to amend or terminate any unanimous shareholder
agreement without written consent of all persons who are then directors of the
Corporation shall constitute the immediately effective resignation of all such
directors who have not so consented.
4.7 VACANCIES
Subject to the Act, whenever the board has fewer than the number of members
elected, the directors then in office, if constituting a quorum (and
notwithstanding that the majority of such directors are not resident Canadians)
may appoint a qualified person to the board to hold office for a term expiring
at the close of the next annual meeting of shareholders. Whenever a vacancy
shall occur on the board which results in the board not having a quorum, the
remaining directors shall forthwith call a special meeting of shareholders to
fill the vacancy. If the board fails to call such meeting or if there are no
such directors then in office, any shareholder may call the meeting. Where the
number or the minimum number of directors is increased, any vacancy resulting
from such increase shall be filled by election at a special meeting of
shareholders.
4.8 ACTION BY THE BOARD
Subject to any unanimous shareholder agreement, the board shall exercise its
powers by or pursuant to a by-law or resolution either passed at a meeting of
directors at which a quorum is
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present and at which a majority of the directors present are resident Canadians
or consented to by the signatures of all the directors then in office if
constituting a quorum. The board may transact business at a meeting of directors
where a majority of resident Canadian directors is not present if a resident
Canadian director who is unable to be present approves in writing or by
telephone or other communications facilities the business transacted at the
meeting, and a majority of resident Canadian directors would have been present
had that director been present at the meeting. Where the Corporation has only
one director, that director may constitute a meeting.
4.9 ACTION IN WRITING
A resolution in writing, signed by all the directors entitled to vote on that
resolution at a meeting of directors, is as valid as if it had been passed at a
meeting of directors.
4.10 MEETINGS BY TELEPHONE
Any director may participate in a meeting of the board by means of telephone or
other communications equipment by means of which all persons participating in
the meeting can hear each other, if all the directors consent to the holding of
meetings in such manner. Any such consent shall be effective whether given
before or after the meeting to which it relates and may be given with respect to
all meetings of the board held while a director holds office.
4.11 PLACE OF MEETINGS
Meetings of the board may be held at the registered office of the Corporation or
at any other place within or outside Canada.
4.12 CALLING OF MEETINGS
Meetings of the board shall be held from time to time at such place, on such day
and at such time as the board, the chairman of the board, the managing
directors, the president or any two directors may determine.
4.13 NOTICE OF MEETINGS
Notice of the time and place of each meeting of the board shall be given to each
director not less than 48 hours before the time when the meeting is to be held.
A notice of a meeting of directors need not specify the purpose of or the
business to be transacted at the meeting except where the Act requires such
purpose or business to be specified, including any proposal to:
(a) submit to the shareholders any question or matter requiring
the approval of the shareholders;
(b) fill a vacancy among the directors or in the office of the
auditor;
(c) issue securities;
(d) declare dividends;
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(e) purchase, redeem or otherwise acquire shares of the
Corporation;
(f) pay a commission for the sale of shares;
(g) approve a management proxy circular;
(h) approve a take-over bid or directors' circular;
(i) approve any annual financial statements; or
(j) adopt, amend or repeal by-laws.
4.14 FIRST MEETING OF NEW BOARD
Provided a quorum of directors is present, each newly elected board may without
notice hold its first meeting following the meeting of shareholders at which
such board is elected.
4.15 ADJOURNED MEETING
Notice of an adjourned meeting of the board is not required if the time and
place of the adjourned meeting is announced at the original meeting.
4.16 VOTES TO GOVERN
At all meetings of the board any question shall be decided by a majority of the
votes cast on the question and in the case of an equality of votes the chairman
of the meeting shall not be entitled to a second or casting vote. Any question
at a meeting of the board shall be decided by a show of hands unless a ballot is
required or demanded.
4.17 CHAIRMAN AND SECRETARY
The chairman of the board or, in the chairman's absence, the president or, in
the president's absence, a vice-president shall be chairman of any meeting of
the board. If none of the said officers is present, the directors present shall
choose one of their number to be chairman. The secretary of the Corporation
shall act as secretary at any meeting of the board and, if the secretary of the
Corporation is absent, the chairman of the meeting shall appoint a person who
need not be a director to act as secretary of the meeting.
4.18 REMUNERATION AND EXPENSES
Subject to any unanimous shareholder agreement, the directors shall be paid such
remuneration for their services as directors as the board may from time to time
authorize.
4.19 CONFLICT OF INTEREST
Subject to and in accordance with the provisions of the Act, a director or
officer of the Corporation who is a party to a material contract or proposed
material contract with the Corporation, or is a director or an officer of or has
a material interest in any person who is a party to a material contract or
proposed material contract with the Corporation, shall disclose in
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writing to the Corporation or request to have entered in the minutes of meetings
of directors the nature and extent of such director or officer's interest, and
any such director shall refrain from voting in respect thereof unless otherwise
permitted by the Act.
5 - COMMITTEES
5.1 COMMITTEES OF DIRECTORS
The board may appoint a committee or committees of directors, however
designated, and delegate to such committee or committees any of the powers of
the board except powers to:
(a) submit to the shareholders any question or matter requiring
the approval of the shareholders;
(b) fill a vacancy among the directors or in the office of
auditor;
(c) issue securities except in the manner and on the terms
authorized by the directors;
(d) declare dividends;
(e) purchase, redeem or otherwise acquire shares issued by the
Corporation;
(f) pay a commission for the sale of shares of the Corporation;
(g) approve a management proxy circular;
(h) approve a take-over bid or directors' circular;
(i) approve any annual financial statements; or
(j) adopt, amend or repeal by-laws;
A majority of the members of any such committee shall be resident Canadians.
5.2 TRANSACTION OF BUSINESS
The powers of a committee of directors may be exercised by a meeting at which a
quorum is present or by resolution in writing signed by all the members of such
committee who would have been entitled to vote on that resolution at a meeting
of the committee. Meetings of such committee may be held at any place in or
outside Canada and, subject to the provisions of section 4.10 which shall be
applicable mutatis mutandis, may be held by means of telephone or other
communications equipment.
5.3 PROCEDURE
Unless otherwise determined by the board, each committee shall have the power to
fix its quorum at not less than a majority of its members, to elect its chairman
and to regulate its procedure.
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6 - OFFICERS
6.1 APPOINTMENT OF OFFICERS
Subject to any unanimous shareholder agreement, the board may from time to time
appoint a chairman of the board, a managing director (who shall be a resident
Canadian), a president, one or more vice-presidents, a secretary, a treasurer
and such other officers as the board may determine, including one or more
assistants to any of the officers so appointed. The board may specify the duties
of an, in accordance with this by-law and subject to the provisions of the Act,
delegate to such officers powers to manage the business and affairs of the
Corporation other than any of the powers listed in section 5.1. Except for a
managing director and a chairman of the board, an officer may but need not be a
director and one person may hold more than one office. The president or such
other officer as the board may designate shall be the chief executive officer of
the Corporation.
6.2 CONFLICT OF INTEREST
Officers shall disclose their interest in any material contract or proposed
material contract with the Corporation in accordance with section 4.19.
7 - PROTECTION OF DIRECTORS AND OFFICERS
7.1 INDEMNITY OF DIRECTORS AND OFFICERS
Except in respect of an action by or on behalf of the Corporation or body
corporate to procure a judgment in its favour, 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 (or a person who undertakes or has undertaken any
liability on behalf of the Corporation or at the Corporation's request on behalf
of any such body corporate), and such director or officer's heirs and legal
representatives, against all costs, charges and expenses, including an amount
paid to settle an action or satisfy a judgment, reasonably incurred by such
director or officer in respect of any civil, criminal or administrative action
or proceeding to which such director or officer is made a party by reason of
being or having been a director or officer of such Corporation or body corporate
(or by reason of having undertaken such liability); and the Corporation shall
with the approval of a court indemnify a person in respect of an action by or on
behalf of the Corporation or body corporate to procure a judgment in its favour,
to which such person is made a party by reason of being or having been a
director or an officer of the Corporation or body corporate, against all costs,
charges and expenses reasonably incurred by such director or officer in
connection with such action;
if in each case such director or officer:
(a) acted honestly and in good faith with a view to the best
interests of the Corporation; and
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(b) in the case of a criminal or administrative action or
proceeding that is enforced by a monetary penalty, had
reasonable grounds for believing that his or her conduct was
lawful.
Notwithstanding the foregoing, the Corporation shall, without requiring the
approval of a court, indemnify any person referred to above, in respect of an
action by or on behalf of the Corporation or body corporate to procure a
judgment in its favour who has been substantially successful on the merits in
the defence of any civil, criminal or administrative action or proceeding to
which such person is made a party by reason of being or having been a director
or officer of the Corporation or body corporate, against all costs, charges and
expenses reasonably incurred by such person in respect of such action or
proceeding, provided that such person has satisfied the appropriate conditions
referred to in (a) and (b) above.
7.2 INSURANCE
Subject to the limitations contained in the Act, the Corporation may purchase
and maintain insurance for the benefit of any person referred to in section 7.1
as the board may from time to time determine.
8 - MEETINGS OF SHAREHOLDERS
8.1 ANNUAL MEETINGS
The annual meeting of shareholders shall be held on such day and at such time in
each year as the board, or the chairman of the board, or the president in the
absence of the chairman of the board, may from time to time determine, for the
purpose of considering the financial statements and reports required by the Act
to be placed before the annual meeting, electing directors, appointing auditors
and for the transaction of such other business as may properly be brought before
the meeting provided, in the case of any annual meeting called other than by the
board, the board shall approve the submission to the meeting of any question or
matter requiring the approval of the shareholders.
8.2 SPECIAL MEETINGS
The board shall have power to call a special meeting of shareholders at any
time.
8.3 RESOLUTION IN LIEU OF MEETING
Except where a written statement is submitted by a director or by an auditor in
accordance with the provisions of the Act, a resolution in writing signed by all
the shareholders entitled to vote on that resolution at a meeting of
shareholders is as valid as if it had been passed at a meeting of the
shareholders; and a resolution in writing dealing with all matters required to
be dealt with at a meeting of shareholders, and signed by all the shareholders
entitled to vote at such meeting, satisfies all the requirements of the Act
relating to meetings of shareholders.
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8.4 PLACE OF MEETINGS
Meetings of shareholders shall be held at the registered office of the
Corporation or elsewhere in the municipality in which the registered office is
situate or, if the board shall so determine, at some other place in Canada or,
if all the shareholders entitled to vote at the meeting so agree, at some place
outside Canada, and a shareholder who attends a meeting outside Canada is deemed
to have so agreed except when such shareholder attends such meeting for the
express purpose of objecting to the transaction of any business on the grounds
that the meeting is not lawfully held.
8.5 NOTICES OF MEETINGS
Notice of the time and place of every meeting of shareholders shall be sent not
less than 21 days nor more than 50 days before the meeting to each shareholder
entitled to vote at the meeting, to each director and to the auditor of the
Corporation. Notice of a meeting of shareholders at which special business is to
be transacted shall state the nature of that business in sufficient detail to
permit the shareholder to form a reasoned judgment thereon and the text of any
special resolution to be submitted to the meeting. All business transacted at a
special meeting of the shareholders and all business transacted at an annual
meeting of shareholders, except consideration of the financial statements and
auditor's report, election of directors and reappointment of the incumbent
auditor, is deemed to be special business.
8.6 LIST OF SHAREHOLDERS ENTITLED TO NOTICE
For every meeting of shareholders, the Corporation shall prepare a list of
shareholders entitled to receive notice of the meeting, arranged in alphabetical
order and showing the number of shares entitled to be voted at the meeting held
by each shareholder. If a record date for the meeting is fixed, the shareholders
listed shall be those registered at the close of business on such record date
and such list shall be prepared not later than 10 days after such record date.
If no record date is fixed, the shareholders listed shall be those registered at
the close of business on the day immediately preceding the day on which the
notice of the meeting is given and such list shall be prepared not later than 10
days after the day on which such notice is given. The list shall be available
for examination by any shareholder during usual business hours at the registered
office of the Corporation or at the place where the securities register is kept
and at the meeting for which the list is prepared. Notwithstanding the
foregoing, where no notice of meeting is given, the shareholders listed shall be
those registered on the day on which the meeting is held and such list shall be
prepared so that it is available at such meeting.
8.7 RECORD DATE FOR NOTICE
The board may fix in advance a record date, preceding the date of any meeting of
shareholders by not more than 50 days and not less than 21 days, for the
determination of the shareholders entitled to notice of the meeting, provided
that notice of any such record date is given, not less than 7 days before such
record date, by newspaper advertisement published or distributed in the place
where the registered office of the Corporation is situate and in each place in
Canada where a transfer of the Corporation's shares may be recorded, unless
notice of such record date is waived in writing by every holder of a share of
the class or series affected whose name is set out in the securities register of
the Corporation at the close of business on the day the directors fix
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the record date. If no record date is so fixed, the record date for the
determination of the shareholders entitled to notice of the meeting shall be the
close of business on the day immediately preceding the day on which the notice
is given.
8.8 CHAIRMAN AND SECRETARY
The chairman of the board or, in the chairman's absence, the president or, in
the president's absence, a vice-president shall be chairman of any meeting of
shareholders and, if none of the said officers be present within 15 minutes
after the time appointed for holding the meeting, the persons present and
entitled to vote shall choose a chairman from amongst themselves. The secretary
of the Corporation shall act as secretary at any meeting of shareholders or, if
the secretary of the Corporation be absent, the chairman of the meeting shall
appoint some person, who need not be a shareholder, to act as secretary of the
meeting. If desired, one or more scrutineers, who need not be shareholders, may
be appointed by resolution or by the chairman with the consent of the meeting.
8.9 PERSONS ENTITLED TO BE PRESENT
The only persons entitled to be present at a meeting of shareholders shall be
those entitled to vote thereat, the directors and auditors of the Corporation
and others who, although not entitled to vote, are entitled or required under
any provision of the Act or the articles or by-laws to be present at the
meeting. Any other person may be admitted only on the invitation of the chairman
of the meeting. Any other person may be admitted only on the invitation of the
chairman of the meeting or with the consent of the meeting.
8.10 QUORUM
A quorum of shareholders is present at a meeting of shareholders irrespective of
the number of persons actually present at the meeting, if the holders of a
majority of the shares entitled to vote at the meeting are present in person or
represented by proxy. A quorum need not be present throughout the meeting
provided a quorum is present at the opening of the meeting.
8.11 RIGHT TO VOTE
At any meeting of shareholders every person who is named in the list prepared in
accordance with section 8.6 shall be entitled to vote the shares shown thereon
opposite such person's name except to the extent that such person has
transferred any of such shares and the transferee, upon producing properly
endorsed certificates evidencing such shares or otherwise establishing that the
transferee owns such shares, demands not later than 10 days before the meeting
that the transferee's name be included, on the list to vote the transferred
shares at the meeting. In the absence of a list prepared as aforesaid in respect
of a meeting of shareholders, every person shall be entitled to vote at the
meeting who at the time is entered in the securities register as the holder of
one or more shares carrying the right to vote at such meeting.
8.12 PROXIES AND REPRESENTATIVES
Every shareholder entitled to vote at a meeting of shareholders may, by means of
a proxy, appoint a proxyholder, or one or more alternate proxy-holders, who need
not be shareholders, to
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attend and act at the meeting in the manner and to the extent authorized and
with the authority conferred by the proxy. A proxy shall be in writing executed
by the shareholder or the shareholder's attorney. A body corporate or
association which is a shareholder of the Corporation may be represented at a
meeting of shareholders by any individual authorized by a resolution of its
directors or governing body and such individual may exercise on behalf of the
body corporate or association which such individual represents all the powers it
could exercise if it were an individual shareholder.
8.13 TIME FOR DEPOSIT OF PROXIES
The board may specify in a notice calling a meeting of shareholders a time,
preceding the time of such meeting by not more than 48 hours exclusive of
non-business days, before which time proxies to be used at such meeting must be
deposited. A proxy shall be acted upon only if, prior to the time so specified,
it shall have been deposited with the Corporation or an agent thereof specified
in such notice or, if no such time is specified in such notice, it shall have
been received by the secretary of the Corporation or by the chairman of the
meeting or any adjournment thereof prior to the time of voting.
8.14 JOINT SHAREHOLDERS
Where two or more persons hold the same shares jointly, any of such persons
present or represented by proxy at a meeting of shareholders has the right in
the absence of the other or others to vote in respect of such shares, but if
more than one of such persons are present or represented by proxy, that one of
such persons whose name stands fast on the securities register of the
Corporation or such person's proxy shall alone be entitled to vote such shares.
8.15 VOTES TO GOVERN
Except as otherwise required by the Act, all questions proposed for the
consideration of shareholders at a meeting of shareholders shall be determined
by the majority of the votes cast.
8.16 CASTING VOTE
In case of an equality of votes at any meeting of shareholders either upon a
show of hands or upon a ballot, the chairman of the meeting shall not be
entitled to a second or casting vote.
8.17 SHOW OF HANDS
Any question at a meeting of shareholders shall be decided by a show of hands
unless a ballot thereon is required or demanded as hereinafter provided. Upon a
show of hands every person who is present and entitled to vote shall have one
vote. Whenever a vote by show of heads shall have been taken upon a question,
unless a ballot thereon is so required or demanded, a declaration by the
chairman of the meeting that the vote upon the question bas been carried or
carried by a particular majority or not carried and an entry to that effect in
the minutes of the meeting shall be prima facie evidence of the fact without
proof of the number or proportion of the votes recorded in favour of or against
any resolution or other proceeding in respect of the said question, and the
result of the vote so taken shall be the decision of the shareholders upon the
said question.
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8.18 BALLOTS
On my question proposed for consideration at a meeting of shareholders, and
whether or not a show of hands has been taken thereon, the chairman may require,
or any shareholder or proxyholder entitled to vote at the meeting may demand, a
ballot. A ballot so required or demanded shall be taken in such manner as the
chairman shall direct. A requirement or demand for a ballot may be withdrawn at
any time prior to the taking of the ballot. If a ballot is taken each person
present shall be entitled, in respect of the shares which each person is
entitled to vote at the meeting upon the question, to that number of votes
provided by the Act or the articles, and the result of the ballot so taken shall
be the decision of the shareholders upon the said question.
8.19 ADJOURNMENT
If a meeting of shareholders is adjourned for less than 30 days, it shall not be
necessary to give notice of the adjourned meeting, other than by announcement at
the earliest meeting that is adjourned. If a meeting of shareholders is
adjourned by one or more adjournments for an aggregate of 30 days or more,
notice of the adjourned meeting shall be given as for an original meeting.
8.20 ONE SHAREHOLDER
Where the Corporation has only one shareholder or only one holder of any class
or series of shares, the shareholder present in person or by proxy constitutes a
meeting.
9 - SHARES
9.1 ISSUANCE
Subject to the provisions of the Act, the articles and any unanimous shareholder
agreement, the board may from time to time issue or grant options to purchase
unissued shares of the Corporation at such times and to such persons and for
such consideration as the board shall determine, provided that no share shall be
issued until it is fully paid.
9.2 COMMISSIONS
The board may from time to time authorize the Corporation to pay a reasonable
commission to any person in consideration of their purchasing or agreeing to
purchase shares of the Corporation, whether from the Corporation or from any
other person, or procuring or agreeing to procure purchasers for any such shams.
9.3 SECURITIES RECORDS
The Corporation shall maintain, at its registered office or at any other place
in Canada designated by the board, a resister of shares and other securities in
which it records the shares and other securities issued by it in registered
form, showing with respect to each class or series of shares and other
securities:
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(a) the names, alphabetically arranged, and the latest known
address of each person who is or has been a holder,
(b) the number of shares or other securities held by each holder,
and
(c) the date and particulars of the issue and transfer of each
share or other security.
9.4 REGISTRATION OF TRANSFER
Subject to the provisions of the Act and the articles, no transfer of shares
shall be registered unless:
(a) the share or other security is endorsed by an appropriate
person;
(b) reasonable assurance is given that the endorsement is genuine
and effective;
(c) the issuer has no duty to inquire into adverse claims or has
discharged any such duty;
(d) any applicable law relating to the collection of taxes has
been complied with;
(e) the transfer is rightful or is to a bona fide purchaser; and
(f) any fee for a share or other security certificate prescribed
by the board or in accordance with the Act has been paid.
9.5 IDEA FOR INDEBTEDNESS
If the articles provide that the Corporation shall have a lien on shares
registered in the name of a shareholder indebted to the Corporation, such lien
may be enforced, subject to any other provision of the articles and to any
unanimous shareholder agreement, by the sale of the shares thereby affected or
by any other action, suit, remedy or proceeding authorized or permitted by law
or by equity and, pending such enforcement, the Corporation may refuse to
register a transfer of the whole or any part of such shams.
9.6 NON-RECOGNITION OF TRUSTS
Subject to the provisions of the Act, the Corporation may treat the registered
owner of a share as the person exclusively entitled to vote, to receive notices,
to receive any dividend or other payments in respect thereof and otherwise to
exercise all the rights and powers of an owner of a share.
9.7 SHARE CERTIFICATES
Every holder of one or more shares of the Corporation shall be entitled, at the
holder's option, to a share certificate, or to a non-transferable written
acknowledgement of the holder's right to obtain a share certificate, stating the
number and class or series of shares held by such shareholder as shown on the
securities register. Share certificates and acknowledgements of a shareholder's
right to a share certificate, respectively, shall be in such form as the board
may
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from time to time approve. Unless otherwise ordered by the board, any share
certificates shall be signed by any director or officer of the Corporation and
need not be under corporate seal. Signatures of signing officers may be printed
or mechanically reproduced in facsimile upon share certificates and every such
facsimile shall for all purposes be deemed to be the signature of the officer
whose signature it reproduces and shall be binding upon the Corporation;
provided that at least one duly authorized director or officer of the
Corporation shall manually sign each certificate (other than a scrip certificate
or a certificate representing a fractional share) in the absence of a manual
signature thereon of a duly appointed transfer agent or registrar. A share
certificate executed as aforesaid shall be valid notwithstanding that an officer
whose facsimile signature appears thereon no longer holds office at the date of
issue of the certificate.
9.8 REPLACEMENT OF SHARE CERTIFICATES
Subject to the provisions of the Act, the board or any officer or agent
designated by the board may in its or such officer or agent's discretion direct
the issue of a new share certificate in lieu of and upon cancellation of a share
certificate claimed to have been lost, destroyed or wrongfully taken on payment
of such fee, not exceeding $3, and on such terms as to indemnity, reimbursement
of expenses and evidence of loss and of title as the board may from time to time
prescribe, whether generally or in any particular case.
9.9 JOINT SHAREHOLDERS
If two or more persons are registered as joint holders of any share, the
Corporation shall not be bound to issue more than one certificate in respect
thereof, and delivery of such certificate to one of such persons shall be
sufficient delivery to all of them. Any one of such persons may give effectual
receipts for the certificate issued in respect thereof or for any dividend,
bonus, return of capital or other money payable or warrant issuable in respect
of such share.
9.10 DECEASED SHAREHOLDERS
In the event of the death of a holder, or of one of the joint holders, of any
share, the Corporation shall not be required to make any entry in the securities
register is respect thereof or to make payment of any dividends thereon except
upon production of all such documents as may be required by the Act and upon
compliance with the reasonable requirements of the corporation.
10 - DIVIDENDS AND RIGHTS
10.1 DIVIDENDS
Subject to the provisions of the Act, the board may from time to time declare
dividends payable to the shareholders according to their respective rights and
interests in the Corporation. Dividends may be paid in money or property or by
issuing fully paid shares of the Corporation.
10.2 DIVIDEND CHEQUES
A dividend payable in cash shall 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 prepaid
ordinary mail to such registered holder at such holder's
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address recorded in the Corporation's securities register, unless in each case
such holder otherwise directs. In the case of joint holders the cheque shall,
unless such joint holders otherwise direct, be made payable to the order of all
of such joint holders and mailed to them at their address recorded in the
securities register of the Corporation. The mailing of such cheque as aforesaid,
unless the same is not paid on due presentation, shall satisfy and discharge the
liability for the dividend to the extent of the sum represented thereby plus the
amount of any tax which the Corporation is required to and does withhold.
10.3 NON-RECEIPT OF CHEQUES
In the event of non-receipt of any dividend cheque by the person to whom it is
sent, the Corporation shall issue to such person a replacement cheque for a like
amount on such terms as to indemnity, reimbursement of expenses and evidence of
non-receipt and of title as the board may from time to time prescribe, whether
generally or in any particular case.
10.4 RECORD DATE FOR DIVIDENDS
The board may fix in advance a date, preceding by not more than 50 days the date
for the payment of any dividend as a record date for the determination of the
persons entitled to receive payment of such dividend, provided that notice of
any such record date is given, not less than 7 days before such record date, by
advertisement in a newspaper published or distributed in the place where the
Corporation has its registered office and in each place in Canada where a
transfer of the Corporation's shares may be recorded, unless notice of such
record date is waived in writing by every holder of a share of the class or
series affected whose name is set out in the securities register of the
Corporation at the close of business on the day the directors fix the record
date. If no record date is fixed in advance the record date for the
determination of the persons entitled to receive payment of any dividend shall
be at the close of business on the day on which the resolution relating to such
dividend is passed by the board.
10.5 UNCLAIMED DIVIDENDS
Any dividend unclaimed after a period of six years from the date on which the
same has been declared to be payable shall be forfeited and shall revert to the
Corporation.
11 - NOTICES
11.1 METHOD OF GIVING NOTICES
Any notice, communication or document ("notice") to be given, sent, delivered or
served pursuant to the Act, the articles, the by-laws or otherwise to or on a
shareholder, director, officer, auditor or member of a committee of the board
shall be sufficiently given, sent, delivered or served if delivered personally
to the person to whom it is to be given or if delivered to such person's latest
address as shown in the securities register or in the records of the
Corporation, as the case may be, or if mailed to such person at such address by
prepaid ordinary or air mail or if sent to such person at such address by any
means of prepaid transmitted or recorded communication. A notice so delivered
shall be deemed to have been sent when it is delivered personally or to such
address as aforesaid; and a notice so sent by any means of transmitted or
recorded communication shall be deemed to have been sent when dispatched or when
delivered
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to the appropriate communication company or agency or its representative for
dispatch. The secretary may change or cause to be changed the recorded address
of any shareholder, director, officer, auditor or member of a committee of the
board in accordance with any information believed by the secretary to be
reliable.
11.2 NOTICE TO JOINT SHAREHOLDERS
If two or more persons are registered as joint holders of any share, any notice
shall be addressed to all of such joint holders but notice to one of such
persons shall be sufficient notice to all of them.
11.3 COMPUTATION OF TIME
In computing the date when notice must be given under any provision requiring a
specified number of days' notice of any meeting or other event, both the date of
giving the notice and the date of the meeting or other event shall be excluded.
11.4 UNDELIVERED NOTICES
If any notice given to a shareholder pursuant to section 11.1 is returned on
three consecutive occasions because the shareholder cannot be found, the
Corporation shall not be required to give any further notice to such shareholder
until such shareholder informs the Corporation in writing of the shareholder's
new address.
11.5 OMISSIONS AND ERRORS
The accidental omission to give any notice to any shareholder, director,
officer, auditor or member of a committee of the board or the non-receipt of any
notice by any such person or any error in any notice not affecting the substance
thereof shall not invalidate any action taken at any meeting held pursuant to
such notice or otherwise based thereon.
11.6 PERSONS ENTITLED BY DEATH OR OPERATION OF LAW
Every person who, by operation of law, transfer, death of a shareholder or any
other means whatsoever, shall become entitled to any share, shall be bound by
every notice in respect of such share which shall have been duly given to the
shareholder from whom such person derives title to such share prior to such
person's name and address being entered on the securities register (whether such
notice was given before or after the happening of the event upon which such
person became so entitled) and prior to such person furnishing to the
Corporation the proof of authority or evidence of such person's entitlement
prescribed by the Act.
11.7 WAIVER OF NOTICE
Any shareholder (or such shareholder's duly appointed proxyholder), director,
officer, auditor or member of a committee of the board may at any time waive the
sending of 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 articles, the
by-laws or otherwise and such waiver or abridgement shall cure any default in
the giving or in the time of such notice, as the case may be. Any such waiver or
abridgement
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shall be in writing except a waiver of notice of a meeting of shareholders or of
the board which may be given in any manner. Attendance of a director at a
meeting of directors or of a shareholder or any other person entitled to attend
a meeting of shareholders is a waiver of notice of the meeting except where such
director, shareholder or other person, as the case may be, attends a meeting for
the express purpose of objecting to the transaction of any business on the
grounds that the meeting is not lawfully called.
MADE by the board of directors the 1st day of March, 2003.
CONFIRMED by the shareholder in accordance with the Act the 1st day of
March, 2003.
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