EXHIBIT 3.24
PROGRESS PRECISION MACHINERY & TOOL MANUFACTURING LIMITED
BY-LAW NO. TWO
A BY-LAW RESPECTING THE BORROWING
OF MONEY AND THE ISSUE OF SECURITIES
BE IT ENACTED by the Directors as a By-Law of PROGRESS PRESICION MACHINERY &
TOOL MANUFACTURING LIMITED, as follows:
1. The directors of the company may from time to time:
(a) Borrow money upon the credit of the company and upon such terms as
may be deemed necessary;
(b) Limit or increase the amount to be borrowed;
(c) Issue bonds, debentures, debenture stock or other securities of the
company for its lawful purposes, for such amounts and upon such
terms as may be deemed expedient and pledge or sell the same for
such sums and at such prices as the Directors shall determine.
(d) Hypothecate, mortgage, charge or pledge any or all of the real or
personal property including book debts and unpaid calls, rights,
powers, undertakings and franchises to secure any such bonds,
debentures, debenture stock or other securities or any money
borrowed for the purpose of the Company.
2. The directors may from time to time authorize any director or directors,
officer or officers, employee of the company, or other person or persons,
whether connected with the company or not, to make arrangements with reference
to the money borrowed or to be borrowed as aforesaid, and as to the terms and
conditions of the loan thereof, and as to the securities to be given therefor,
with power to vary or modify such arrangements, terms and conditions and to give
such additional securities for any moneys borrowed or remaining due by the
company as the directors of the company may authorize, and generally to mannage,
transact and settle the borrowing of money by the company.
3. The directors may from time to time authorize any director or directors,
officer or officers, employee of the company, or other person or persons,
whether connected with the company or not to
sign, execute and give on behalf of the company all documents, agreements and
promises necessary or desirable for the purposes aforesaid and to draw, make,
accept, endorse, execute and issue cheques, promissory notes, bills of exchange,
bills of lading and other negotiable or transferable instruments, and the
same and all renewals or substitutions therefore so signed shall be binding
upon the company.
4. The powers hereby conferred shall be deemed to be in supplement of and not
in substitution for any powers to borrow money for the purposes of the company
possessed by its directors or officers independently of a borrowing by-law.
The foregoing by-law is hereby passed by the Directors of the Company
pursuant to the Corporations Act, R.S.O. 1960, as evidenced by the respective
signatures hereto of all the directors.
DATED the 14th day of October, 1965.
/s/ IVAN MILANKOV
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IVAN MILANKOV
/s/ MIROSLAVA MILANKOV
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MIROSLAVA MILANKOV
/s/ JOVAN MILANKOV
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JOVAN MILANKOV
/s/ NADA MILANKOV
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NADA MILANKOV
The foregoing by-law is hereby confirmed by all the shareholders of the
Company pursuant to the Corporations Act, R.S.O. 1960 as evidence by their
respective signatures hereto.
DATED the 14th day of October, 1965.
/s/ IVAN MILANKOV
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IVAN MILANKOV
/s/ MIROSLAVA MILANKOV
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MIROSLAVA MILANKOV
/s/ JOVAN MILANKOV
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JOVAN MILANKOV
/s/ NADA MILANKOV
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NADA MILANKOV
PROGRESS PRECISION MACHINERY & TOOL MANUFACTURING LIMITED
BY-LAW NO. THREE
RESPECTING THE BORROWING OF MONEY
BY THE COMPANY
BE IT ENACTED as a By-law of the Company that:
1. The Directors may from time to time borrow money from THE BANK OF NOVA
SCOTIA (herein called the "Bank") upon the credit of the Company on cheques,
promissory notes, bills of exchange or otherwise in such amounts and subject to
such terms as may be considered advisable; AND may assign, transfer, convey,
hypothecate, mortgage, charge or pledge to or in favour of the Bank any property
of the Company, real or personal, moveable or immoveable, present or future,
including book debts, unpaid calls, rights, powers, undertaking, franchises and
the Company's own debentures, as security for the fulfilment of any liabilities
or obligations, present or future, of the Company to the Bank and may empower
the Bank or any person or persons to sell by public or private sale, assign,
transfer or convey from time to time any such property; AND may sign, make,
draw, accept, endorse, execute and deliver on behalf of and in the name of the
Company all such cheques, promissory notes, bills of exchange, drafts,
acceptances, orders for the payment of money, warehouse receipts, bills of
lading, agreements to give security, assignments, transfers, conveyances,
hypothecs, mortgages, pledges, securities and other agreements, documents and
instruments as may be necessary or useful in connection with the borrowing of
money by and other banking business of the Company.
2. The Directors may authorize any one or more directors, officers, employees
or agents of the Company to exercise any of the rights, powers and authorities
conferred by this By-law upon the Directors.
3. The borrowing of money from the Bank from time to time heretofore under
the authority of the Directors of the Company and the giving of security
therefor are hereby ratified and confirmed.
4. This By-law shall continue in force as between the Company and the Bank
until a By-law repealing this By-law shall have been validly passed and
confirmed and a copy thereof, duly certified under
the seal of the Company, shall have been delivered to the Bank and receipt
thereof acknowledged by the Bank.
The foregoing by-law is hereby passed by the Directors of the Company
pursuant to the Corporations Act, R.S.O. 1960, as evidenced by the respective
signatures hereto of all the directors.
DATED the 15th day of October, 1965
/s/ Ivan Milankov
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Ivan Milankov
/s/ Miroslava Milankov
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Miroslava Milankov
/s/ Jovan Milankov
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Jovan Milankov
/s/ Nada Milankov
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Nada Milankov
The foregoing by-law is hereby confirmed by all the shareholders of the
Company pursuant to the Corporations Act, R.S.O. 1960 as evidenced by their
respective signatures hereto.
DATED the 15th day of October, 1965
/s/ Ivan Milankov
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Ivan Milankov
/s/ Miroslava Milankov
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Miroslava Milankov
/s/ Jovan Milankov
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Jovan Milankov
/s/ Nada Milankov
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Nada Milankov
PROGRESS PRECISION MACHINERY &
TOOL MANUFACTURING LIMITED
BY-LAW NO. 4
Be it enacted by the Directors as a By-Law of Progress Precision Machinery &
Tool Manufacturing Limited, as follows:
WHEREAS the Company is engaged in mutual business dealings with Myroslava
Milankov which are of benefit to this Company, and has been requested by
Myroslava Milankov to guarantee repayment of a loan to be made by Industrial
Development Bank to Myroslava Milankov
AND WHEREAS it is desirable in the interests of this Company that such guarantee
be granted NOW, THEREFORE, BE IT RESOLVED:
1. That this Company do guarantee repayment of a loan to be made to Myroslava
Milankov by Industrial Development Bank of ONE HUNDRED AND FORTY THOUSAND
AND TWENTY SIX DOLLARS repayable in and by one instalment of $456.00 due
on the 23rd day of March, 1974, and followed by 143 monthly instalments of
$990.00 on the 23rd day of each and every month from and including the
23rd day of April, 1974, to and including the 23rd day of February, 1986
and the balance of the said principal sum shall become due and payable on
the 23rd day of March 1986
2. THAT for the purpose of giving effect to such guarantee this Company do
execute a mortgage of land and guarantee to Industrial Development
Bank, in the above terms.
3. THAT the draft of the mortgage and Guarantee in favour of said
Industrial Development Bank to evidence and secure said loan which have
been submitted to and examined by this meeting, be and the same are
hereby approved.
4. THAT any one officer or director of the Company be and is hereby
authorized to execute on behalf of this Company a mortgage of land and
guarantee in or substantially in the form and terms of the said draft
and to do all other things which they may consider to be necessary,
desirable or useful for the purpose of carrying out and fulfilling the
Company's obligations to the Bank.
Enacted this 23rd day of October 1973.
/s/ Jovan Milankov
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/s/ Ivan Milankov Secretary
- -------------------
President
CERTIFICATE
The undersigned, Secretary of Progress Precision Machinery and Tool
Manufacturing Limited, hereby certifies that the foregoing By-Law was enacted at
a meeting of the Directors of the said Company duly called and held, and was
duly sanctioned and confirmed at a special general meeting of the shareholders
of the Company properly convened on the 23rd day of October 1973, and that the
said By-Law is in full force and effect.
DATED at Toronto this 2nd day of November 1973.
WITNESS the corporate seal of the Company.
/s/ Jovan Milankov
------------------------
Secretary
13626 (Borrowing Authority)
Dominion, Alta, Man., N.B.,
Ontario. P.E.I. Que. or
Sask. Company
BY-LAW AUTHORIZING BORROWING AND PLEDGING
Progress Precision Inc.
-----------------------------------------
(Name of Company)
Incorporated under Ontario Corporations Act
-------------------------
(Name of Act)
BE IT AND IT IS HEREBY ENACTED as a By-Law of the Company as follows:
BY-LAW NO. 5
1. That the Directors of the Company may from time to time:
(a) borrow money upon the credit of the Company by obtaining loans or
advances or by way of overdraft or otherwise;
(b) issue, sell or pledge securities of the Company including bonds,
debentures, debenture stock, for such sums on such terms and at such prices as
they may deem expedient;
(c) assign, transfer, convey, hypothecate, mortgage, pledge, charge or
give security in any manner upon all or any of the real or personal, moveable or
immoveable property, rights, powers, choses in action, or other assets, present
or future, of the Company to secure any such securities or other securities of
the Company or any money borrowed or to be borrowed or any obligations or
liabilities as aforesaid or otherwise of the Company heretofore, now or
hereafter made or incurred directly or indirectly or otherwise; and
(d) without in any way limiting the powers herein conferred upon the
Directors, give security or promises to give security, agreements, documents and
instruments in any manner or form under the Bank Act or otherwise to secure any
money borrowed or to be borrowed or any obligations or liabilities as aforesaid
or otherwise of the Company heretofore, now or hereafter made or incurred
directly or indirectly or otherwise.
2. That any or all of the foregoing powers may from time to time be
delegated by the Directors to any one or more of the directors or officers of
the Company.
BY-LAW NO.6
a by-law relating generally to the
transaction of the business and affairs of
PROGRESS PRECISION INC.
(hereinafter called the "Corporation")
CONTENTS
1 Definitions & Interpretation 7 Meetings of Shareholders
2 Directors 8 Shares
3 Meetings of Directors 9 Dividends
4 Delegation 10 Notices
5 Officers 11 Execution of Contracts
6 Protection of Directors, Officers and 12 Shareholders' Agreement
Others
BE IT ENACTED as a by-law of the Corporation as follows:
1 DEFINITIONS & INTERPRETATION
1.1 In this by-law:
(a) "Act" means THE BUSINESS CORPORATIONS ACT (ONTARIO), and the
regulations thereunder, as amended from time to time, or any
successor Act or regulations thereto, as the case may be;
(b) "Board" means the board of directors of the Corporation;
(c) "meetings of shareholders" includes annual and special meetings.
Unless it is otherwise provided for herein, any other words and expressions used
in this by-law have the meaning attributed thereto in the Act.
1.2 Words importing the singular include the plural and vice versa, and words
importing gender include the masculine, feminine and neuter genders.
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2 DIRECTORS
2.1 Election and Term
Shareholders of the Corporation shall at the first meeting of shareholders
and at each succeeding annual meeting of shareholders, elect directors to
hold office for a term expiring at the first annual meeting of
shareholders following their election.
2.2 Resignation
A director who is not named in the articles may resign from office upon
giving a written resignation to the Corporation and such resignation
becomes effective when received by the Corporation or at the time
specified in the resignation, whichever is later. A director named in the
articles shall not be permitted to resign from his office unless at the
time the resignation is to become effective a successor is elected or
appointed.
2.3 Removal
Subject to the provisions of the Act, the shareholders may, by ordinary
resolution passed at an annual or special meeting remove any director or
directors from office before the expiration of his term and the vacancy
created by such removal may be filled at the same meeting, failing which
it may be filled by the directors.
2.4 Vacancies
Subject to the Act, a quorum of the Board may fill a vacancy in the Board,
except a vacancy resulting from an increase in the number of directors or
in the maximum number of directors or from a failure of the shareholders
to elect the number of directors. In the absence of a quorum of the Board,
or if the vacancy has arisen from a failure of the shareholders to elect
the number of directors, the Board shall forthwith call a special meeting
of shareholders to fill the vacancy. If the Board fails to call such a
meeting or if there are no such directors then in office, any shareholder
may call the meeting.
3 MEETINGS OF DIRECTORS
3.1 Meetings by Telephone
If all of the directors present at or participating in the meeting
consent, any director may participate in a meeting of the Board or of a
committee of the Board by means of such telephone, electronic or other
communications facilities as permit all persons participating in the
meeting to communicate with each other simultaneously and instantaneously,
and a director participating in such meeting by such means is deemed for
the purposes of the Act and this by-law to be present at that meeting.
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3.2 Calling of Meetings
The Board, a quorum of directors, the president or the secretary may at
any time call a meeting of the Board to be held at the time and place
determined by the Board or by the person calling the meeting. Meetings of
the Board may be held at any place within or outside Ontario. In any
financial year of the Corporation, a majority of the meetings of the Board
need not be held within Canada. Notice of every meeting so called shall be
given to each director not less than forty-eight (48) hours (excluding any
part of a Sunday and of a holiday as defined by the Interpretation Act)
before the day on which the meeting is to be held. A director may in any
manner and at any time waive notice of a meeting of directors and
attendance by a director at a meeting of directors is a waiver of notice
of the meeting, except where a director 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.
If a quorum of directors is present, each newly elected Board may without
notice hold its first meeting for the purposes of its organization and the
appointment of officers immediately following the meeting of shareholders
at which such Board was elected.
3.3 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.
3.4 Quorum
Subject to the articles of the Corporation, a quorum at any meeting of the
Board is:
(a) where the articles set out the number of directors, a majority of
that number, or
(b) where the articles set out the minimum and maximum number of
directors, a majority of the number of directors which then constitutes
the Board.
3.5 Chairman of Directors' Meeting
In the event that the Chairman of the Board, if any, the President or any
Vice-President fails to assume the chairmanship of a meeting within 15
minutes after the time appointed for the holding of the meeting, the
persons present at the meeting and entitled to vote thereat shall choose a
person from their number to be the chairman of the meeting.
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3.6 Votes to Govern
At all meetings of the Board, every question shall be decided by a
majority of the votes cast on the question. In the case of an equality of
votes, the chairman of the meeting shall not be entitled to a second or
casting vote.
3.7 Disclosure of Interest in Contracts
Every director or officer of the Corporation who is party to, or who is a
director or officer of or has a material interest in any person who is a
party to, a material contract or transaction, or a proposed material
contract or transaction with the Corporation shall disclose in writing to
the Corporation or request to have entered in the minutes of the meeting
of directors the nature and extent of his interest as required by the Act.
Any such contract or transaction or proposed contract or transaction shall
be referred to the Board or shareholders for approval even if such
contract or transaction or proposed contract or transaction is one that in
the ordinary course of the Corporation's business would not require
approval by the Board or shareholders, and a director interested in a
contract or transaction or proposed contract or transaction so referred to
the Board shall not vote on any resolution to approve same except as
provided by the Act.
3.8 Resolution in Lieu of Meeting
A resolution in writing, signed by all of the directors entitled to vote
on that resolution at a meeting of directors or a committee of directors,
is as valid as if it had been passed at a meeting of directors or a
committee of directors. A copy of every such resolution shall be kept with
the minutes of the proceedings of the directors or committee of directors.
4 DELEGATION
4.1 Managing Director and Committee of Directors
The Board may appoint from their number a managing director who is a
resident Canadian or a committee of directors, and delegate to such
managing director or committee any of the powers of the Board except those
which, under the Act, a managing director or committee of directors has no
authority to exercise. A majority of the members of such committee shall
be resident Canadians.
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 of the
members of such committee who would have been entitled to vote on that
resolution at a meeting of the committee. A meeting of such committee may
be held at any place within or outside Ontario.
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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. To the extent that the
committee does not establish rules to regulate its procedure, the
provisions of this by-law applicable to meetings of the Board shall apply
mutatis mutandis.
5 OFFICERS
5.1 Subject to the articles and any unanimous shareholder agreement, the Board
may from time to time appoint a president, one or more vice presidents (to
which title may be added words indicating seniority or function), 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 and, 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. Two or more offices of
the Corporation may be held by the same person.
5.2 Chairman of the Board
The Board may from time to time appoint a chairman of the Board who shall
be a director. If appointed, the chairman shall, subject to the provisions
of the Act, the articles or any unanimous shareholder agreement, preside
at all meetings of the shareholders and the Board and have such other
powers and duties as the Board may specify. During the absence or
disability of the chairman of the Board, his duties shall be performed and
his powers exercised by the managing director, if any, or by the
president.
5.3 President
Subject to any duties imposed upon the chairman of the Board, if one is
appointed, the president shall preside at all meetings of the shareholders
and of the Board and is responsible for the general supervision of the
business of the Corporation.
5.4 Vice-President
During the absence or inability of the President to act, his duties shall
be performed and his powers shall be exercised by the vice-president, or
if there is more than one, by the vice-president selected by the Board. A
vice-president shall also perform such duties and exercise such powers as
the president or the Board may from time to time delegate to him.
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5.5 Secretary
The secretary shall:
(a) attend all meetings of the directors, shareholders and committees
and enter or cause to be entered in books kept for that purpose minutes of
all proceedings at such meetings;
(b) give or cause to be given all notices required to be given to
shareholders, directors, officers, auditors and members of committees;
(c) be the custodian of all books, papers, records, documents, corporate
seals, if any, and other instruments of the Corporation, except when some
other officer or agent of the Corporation has been appointed for that
purpose by resolution of the Board.
The secretary may delegate his duties to a nominee from time to time.
5.6 Treasurer
The treasurer shall keep or cause to be kept full and accurate accounting
records in compliance with the Act and shall be responsible for the
deposit of money, the safekeeping of securities and the disbursement of
the funds of the Corporation; he shall render to the Board whenever
required of him, an account of the financial affairs of the Corporation.
5.7 Powers and Duties of Other Officers
The powers and duties of all other officers shall be such as the terms of
their engagement call for or as the Board or the president may specify.
Any of the powers and duties of an officer to whom an assistant has been
appointed may be exercised and performed by such assistant, unless the
Board or the president otherwise directs.
5.8 Variation of Powers and Duties
The Board may from time to time and subject to the provisions of the Act,
vary, add to or limit the powers and duties of any officer.
5.9 Term of office
The terms of employment of the officers shall be settled by the Board. In
the absence of written agreement to the contrary, each officer holds
office until he resigns, his successor is appointed or he is removed by
the Board at its pleasure.
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6 PROTECTION OF DIRECTORS, OFFICERS AND OTHERS
6.1 Limitation of Liability
No director or officer shall be liable for the acts, receipts, neglects or
defaults of any other director or officer or employee, or for joining in
any receipt or other act for conformity, or for any loss, damage or
expense happening to the Corporation through the insufficiency or
deficiency of title to any property acquired for or on behalf of the
Corporation, or for the insufficiency or deficiency of any security in or
upon which any of the moneys of the Corporation shall be invested, or for
any loss or damage arising from the bankruptcy, insolvency or tortious
acts of any person with whom any of the moneys, securities or effects of
the Corporation shall be deposited, or for any loss occasioned by any
error of judgment or oversight on his part, or for any other loss, damage
or misfortune whatever which shall happen in the execution of the duties
of his office or in relation thereto; provided that nothing herein shall
relieve any director or officer from the duty to act in accordance with
the Act and the regulations thereunder or from liability for any breach
thereof.
6.2 Indemnity
Subject to the Act, the Corporation shall indemnify a director or officer,
a former director or officer, or a person who acts or acted at the
Corporation's request as a director or officer of a body corporate of
which the Corporation is or was a shareholder or creditor (or a person who
undertakes or has undertaken any liability on behalf of the Corporation or
any such body corporate) and his heirs and legal representatives, against
all costs, charges and expenses, including an amount paid to settle an
action or satisfy a judgment, reasonably incurred by him in respect of any
civil, criminal or administrative action or proceeding to which he is made
a party by reason of being or having been a director or officer of the
corporation or such body corporate, if:
(a) he acted honestly and in good faith with a view to the best
interests of the Corporation; and
(b) in the case of a criminal or administrative action or proceeding
that is enforced by a monetary penalty, he had reasonable grounds
for believing that his conduct was lawful.
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7 MEETINGS OF SHAREHOLDERS
7.1 Annual meetings
The annual meeting of shareholders shall be held at the time and place
determined by the Board, the president or the secretary for the purpose of
considering the financial statements and reports required by the Act to be
read or laid before the shareholders of the Corporation at an annual
meeting, electing directors, appointing an auditor, if any, and fixing or
authorizing the Board to fix the auditor's remuneration and for the
transaction of such other business as may properly be brought before the
meeting.
7.2 Special Meetings
Subject to the Act, the Board, the president or the secretary may at any
time call a special meeting of the shareholders of the Corporation to be
held at the time and place determined by the Board or the person calling
the meeting.
7.3 Notice of Meetings
Notice of the time and place of each meeting of the shareholders shall be
sent not less than ten (10) and not more than fifty (50) days before the
date of the meeting to each director, to the auditor, if any, and to each
shareholder entitled to vote at the meeting. Notice of a meeting of
shareholders called for any purpose other than consideration of the
minutes of an earlier meeting, financial statements the auditors' report,
if any, election of directors and reappointment of the incumbent auditor,
if any, shall state the nature of such business in sufficient detail to
permit the shareholder to form a reasoned judgment thereon and shall state
the text of any special resolution to be submitted to the meeting. A
shareholder may in any manner waive notice of or otherwise consent to a
meeting of shareholders.
7.4 Scrutineers
At each meeting of the shareholders one or more scrutineers may be
appointed to serve at the meeting by a resolution of the meeting or by the
chairman of the meeting with the consent of the meeting. Such scrutineers
need not be shareholders of the Corporation.
7.5 Persons Entitled to be Present
The only persons entitled to attend a meeting of shareholders are those
persons entitled to vote thereat, the directors of the Corporation, the
auditors of the Corporation, if any, and others who are entitled or
required under any provision of the Act or the articles or by-laws to be
present at the meeting. Any other person may be admitted only on the
invitation of the chairman of the meeting or with the consent of the
meeting.
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7.6 Quorum
Holders of 51% of the issued shares entitled to vote at a meeting of
shareholders, whether present in person or represented by proxy constitute
a quorum for the transaction of business at any meeting of shareholders.
If a quorum is present at the opening of a meeting of shareholders, the
shareholders present may proceed with the business of the meeting
notwithstanding that a quorum is not present throughout the meeting.
7.7 Proxies
(a) A shareholder entitled to vote at a meeting of shareholders may by
means of a proxy appoint a proxyholder, or one or more alternative
proxyholders, who need not be shareholders, to attend and act at the
meeting in the manner and to the extent authorized by the proxy.
(b) A proxy shall be executed by the shareholder or by his attorney
authorized in writing or, if the shareholder is a body corporate, by an
officer or attorney thereof duly authorized and shall conform with the
requirements of the Act.
7.8 Representative
If a body corporate or association is a shareholder of the Corporation,
the Corporation shall recognize any individual authorized by a resolution
of the Board of directors or governing body of the body corporate or
association to represent it at meetings of shareholders of the
Corporation. An individual so authorized may exercise on behalf of the
body corporate or association he represents all the powers it could
exercise if it were an individual shareholder.
7.9 Votes to Govern
Subject to the Act or the articles of the Corporation or any unanimous
shareholder agreement, at all meetings of shareholders all questions
proposed for the consideration of the shareholders shall be determined by
the majority of the votes cast on the question. In the case of an equality
of votes the chairman shall not be entitled to a second or casting vote.
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7.10 Voting
(a) Show of Hands
Voting at a meeting of shareholders shall be by show of hands except where
a ballot is demanded by a shareholder or proxyholder entitled to vote at
the meeting. A shareholder or proxyholder may demand a ballot either
before or after any vote by show of hands. Upon a show of hands every
person present and entitled to vote has one vote. Whenever a vote by show
of hands has been taken upon a motion, unless a ballot thereon is
demanded, a declaration by the chairman of the meeting that the vote upon
the motion has been carried or carried by a particular majority or not
carried and an entry to that effect in the minutes of the meeting is prima
facie evidence of the fact without proof of the number or proportion of
the votes recorded in favour of or against the motion and the result of
the vote so taken is the decision of the shareholders of the Corporation
upon the motion. A demand for a ballot may be withdrawn at any time prior
to the taking of the ballot.
(b) Ballot
Upon a ballot each shareholder who is present or represented by proxy is
entitled, in respect of the shares which he is entitled to vote at the
meeting upon the motion, to that number of votes provided by the Act or
the articles in respect of those shares and the result of the ballot is
the decision of the shareholders of the Corporation upon the motion.
7.11 Chairman of Shareholders' Meeting
In the event that the chairman of the Board, if any, the president or any
vice president fails to assume the chairmanship of a meeting in accordance
with this by-law within 15 minutes after the time appointed for the
holding of the meeting, the persons present at the meeting and entitled to
vote thereat shall choose a person from their number to be the chairman of
the meeting.
7.12 Resolution in Writing
A resolution in writing signed by all of the shareholders entitled to vote
on that resolution at a meeting of shareholders is as valid as if it had
been passed at a meeting of the shareholders unless a written statement or
representation with respect to the subject matter of the resolution is
submitted by a director or the auditors in accordance with the Act.
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8 SHARES
8.1 Share Certificates
Every shareholder is entitled, at his option, to a share certificate, or
to a non-transferrable written acknowledgement of his right to obtain a
share certificate from the Corporation in respect of the shares of the
Corporation held by him, but the Corporation is not bound to issue more
than one share certificate in respect of a share or shares held jointly by
several persons, and delivery of a share certificate to one of several
joint shareholders is sufficient delivery to all.
(a) A share certificate shall be signed manually by at least one
director or officer of the Corporation or by or on behalf of a registrar,
transfer agent, branch transfer agent or other authenticating agent of the
Corporation.
(c) Notwithstanding the foregoing, a fractional share certificate need
not be manually signed.
8.2 Replacement of Share Certificates
Where the registered holder of a share certificate claims that the share
certificate has been lost, apparently destroyed or wrongfully taken, the
Corporation shall issue a new share certificate in place of the original
share certificate if the owner:
(a) so requests before the Corporation has notice that the share
certificate has been acquired by a bona fide purchaser;
(b) files with the Corporation an indemnity bond sufficient in the
Corporation's opinion to protect the Corporation and any transfer agent,
registrar or other agent of the Corporation from any loss that it or any
of them may suffer by complying with the request to issue a new share
certificate; and
(c) satisfies any other reasonable requirements imposed by the
Corporation.
8.3 Lien on Shares
The Corporation has a lien on each share registered in the name of a
shareholder or his legal representative for a debt of that shareholder to
the Corporation.
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8.4 Enforcement of Lien
If any shareholder (the "Defaulting Shareholder") defaults in payment of
any monies owing by such shareholder to the Corporation, which default
continues for a period of 30 days after notice in writing of such default
has been given by the Corporation to such shareholder, the Corporation may
sell all or any part of the shares then registered in the name of the
Defaulting Shareholder (the "shares) at a bona fide public or private sale
or auction, at which sale or auction any director, officer or shareholder
of the Corporation may purchase the shares or the Corporation may purchase
the shares free of any right or equity of redemption, which right or
equity is hereby expressly waived. The terms and manner of auction or sale
shall be at the sole discretion of the Corporation. The Corporation may
accept any offer which it in its absolution discretion considers advisable
upon such terms, whether cash or credit or partly cash and partly credit,
as it in its discretion considers advisable. Notice of any public or
private sale or auction shall be given to the Defaulting Shareholder at
least 15 days prior to the date on which such sale is to be held. The
proceeds of such sale shall be used and applied firstly to the cost and
expense of such sale incurred by the Corporation, including legal fees,
secondly to reimburse the Corporation for out-of-pocket expenses incurred
in connection with the sale and thirdly, for the payment in full of the
monies due to the Corporation from any Defaulting Shareholder. The balance
of the proceeds, if any, shall be paid to the Defaulting Shareholder. If
the proceeds of the sale are insufficient to pay the amount due to the
Corporation, then the Defaulting Shareholder shall remain liable to the
Corporation for any such deficiency. The rights of the Corporation
hereunder shall be in addition to any rights at law available to the
Corporation for the enforcement of its liens or for the collection of the
debt of the Defaulting Shareholder.
9 DIVIDENDS
9.1 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 or
rights to acquire fully-paid shares of the Corporation.
A dividend payable in cash shall be paid by cheque to the order of each
registered holder of shares of the class or series in respect of which
such dividend has been declared and mailed by prepaid ordinary mail
postage prepaid to such registered holder at his recorded address, unless
such holder otherwise directs in writing. In the case of joint holders the
cheque shall, unless such joint holders otherwise direct in writing, be
made payable to the order of all of such joint holders and mailed to them
at their recorded address. The mailing or delivery of such cheque as
aforesaid shall satisfy and discharge all 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.
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In the event of non-receipt of any dividend cheque by the person to whom
it is mailed or delivered as aforesaid, the Corporation shall issue to
such person a replacement cheque for a like amount upon being furnished
with such indemnity, reimbursement of expenses and evidence of non-receipt
as the Board may from time to time prescribe, whether generally or in any
particular case.
9.2 Joint Shareholders
If two or more persons are registered as joint holders of any share, any
one of such persons may give effectual receipts for the certificates
issued in respect thereof and for any dividend, bonus, return of capital
or other money payable or warrant issuable in respect of such share.
10 NOTICES
10.1 Method of Giving Notice
A notice or document required by the Act, the articles or the by-laws to
be sent to a shareholder, director, auditor or member of a committee of
the Board may be sent by prepaid mail addressed to, or may be delivered
personally to:
(a) the shareholder at his latest address shown in the records of the
Corporation or its transfer agent; and
(b) the director at his latest address as shown in the records of the
Corporation or in the most recent notice filed under the Corporations
Information Act, whichever is the more current.
10.2 Notice to Joint Shareholders
All notices with respect to any shares registered in more than one name
may, if more than one address appears on the books of the Corporation in
respect to such joint holding, be given to such joint shareholders at the
first address so appearing, and notice so given shall be sufficient notice
to all the holders of such shares.
10.3 Signature of Notices
The signature of any notice to be given by the Corporation may be written
or printed or partly written and partly printed.
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10.4 Omissions and Errors
The accidental omission to give any notice to any shareholder, director,
officer, auditor or member of a committee of the Board or the non-receipt
of any notice by any such person or any error in any notice not affecting
the substance thereof, shall not invalidate any action taken at any
meeting held pursuant to such notice or otherwise founded thereon.
10.5 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, becomes entitled to any share or shares, shall
be bound by every notice in respect of such share or shares which is duly
given to the shareholder from whom he derives his title to such share or
shares until such time as his name and address are entered on the books of
the Corporation (whether it be before or after the event upon which he
became so entitled).
10.6 Waiver of Notice
Where a notice or document is required by the Act or by any by-law to be
sent, the notice may be waived or the time for the notice may be waived or
abridged at any time with the consent in writing of the person entitled
thereto.
11 EXECUTION OF CONTRACTS
11.1 Execution of Instruments
Deeds, transfers, assignments, contracts and any other documents of the
Corporation shall be signed on behalf of the Corporation by:
the President alone.
Any director or officer of the Corporation is hereby authorized and
directed to sign any articles on behalf of the Corporation.
Notwithstanding any provision to the contrary contained in the by-laws of
the Corporation, the Board may at any time or times direct the manner in
which and the person or persons by whom any particular deed, transfer,
assignment, contract or other document, or any class of deeds, transfers,
assignments, contracts or other documents, shall be signed.
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11.2 Banking Arrangements
All funds of the Corporation shall be deposited in its name in such
account or accounts as are designated by the Board. Withdrawals from such
account or accounts and the making, signing, drawing, accepting,
endorsing, negotiating, lodging, depositing or transferring of any
cheques, promissory notes, drafts, acceptances, bills of exchange and
orders for the payment of money with the institution maintaining such
account or account shall be made by such person or persons as the Board
from time to time determines.
12 SHAREHOLDERS' AGREEMENT
12.1 Notwithstanding anything contained in this by-law and any amendment or
supplement hereto, the provisions of this by-law and any amendment or
supplement hereto shall be amended to the extent necessary to give effect
to the provisions of any shareholders' agreement in force between the
Corporation and its shareholders, and to the extent that there is any
conflict between the provisions of this by-law and any amendment or
supplement hereto and any such shareholders' agreement, the provisions of
such shareholder's agreement shall prevail.
13 REPEAL
13.1. By-law No. 1 and any other by-laws inconsistent herewith be and the same
are hereby repealed.
ENACTED by the Board on the 13th day of March, 2001.
/s/ Bosko Milankov /s/ Bosko Milankov
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Bosko Milankov Bosko Milankov
President Secretary
CONFIRMED by the shareholder(s) in accordance with the Act on the 13th day of
March, 2001
/s/ Bosko Milankov
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Bosko Milankov - Secretary