EXHIBIT 3.28
BY-LAW NO. 1 A
A by-law relating generally to the conduct
of the business and affairs of 528650
ONTARIO LIMITED
(herein called the "Corporation")
CONTENTS
1. Interpretation 8. Dividends
2. Directors 9. Financial Year
3. Meetings of Directors 10. Notices
4. Remuneration and Indemnification 11. Execution of Documents
5. Officers 12. Effective Date
6. Meetings of Shareholders 13. Repeal
7. Shares
BE IT ENACTED as a by-law of the Corporation as follows:
1. INTERPRETATION
1.01 In this by-law and all other by-laws and resolutions of the Corporation,
unless the context otherwise requires:
(a) "Act" means the Business Corporations Act, 1982, and includes the
Regulations made pursuant thereto;
(b) "articles" means the articles of incorporation of the Corporation as
amended from time to time;
(c) "board" means the board of directors of the Corporation;
(d) "by-laws" means all by-laws, including special by-laws, of the
Corporation as amended from time to time;
(e) "Corporation" means this Corporation;
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(f) "person" includes an Individual, sole proprietorship, partnership,
unincorporated association, unincorporated syndicate, unincorporated
organization, trust, body corporate, and a natural person in his
capacity as trustee, executor, administrator, or other legal
representative;
1.02 In this by-law where the context requires words importing the
singular include the plural and vice versa and words importing gender include
the masculine, feminine and neuter genders.
1.03 All the words and terms appearing in this by-law shall have the same
definitions and application as in the Act.
2. DIRECTORS
2.01 Powers - Subject to any unanimous shareholders' agreement, the
business and affairs of the Corporation shall be managed or supervised by a
board of directors being composed of:
Delete as applicable.
A variable board of not fewer than one and not more than five directors.
2.02 Resident Canadians - Except where the Corporation is a non-resident
corporation, a majority of the directors shall be resident Canadians but where
the Corporation has only one or two directors, one director shall be a resident
Canadian.
2.03 Qualifications- Any individual may be a director of the Corporation
except:
(I) A person who is less than eighteen years of age.
(II) A person who is of unsound mind and has been so found by a court;
(III) A person who has the status of a bankrupt.
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2.04 Election and Term - The election of directors shall take place at the
first meeting of shareholders and at each succeeding annual meeting at which an
election of directors is required. The directors shall hold office for an
expressly stated term which shall expire not later than the close of the third
annual meeting of shareholders following the election. A director not elected
for an expressly stated term ceases to hold office at the close of the first
annual meeting of shareholders following his election. Incumbent directors, if
qualified, shall be eligible for re-election. If an election of directors is not
held at the proper time the directors shall continue in office until their
successors are elected.
2.05 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 his office unless at the time the
resignation is to become effective a successor is elected or appointed.
2.06 Removal- Subject to clause (f) of section 120 of the Act, the
shareholders may, by ordinary resolution at an annual or special meeting remove
any director or directors from office before the expiration of his term and may,
by a majority of the votes cast at the meeting, elect any person in his place
for the remainder of his term.
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2.07 Vacation of Office - A director ceases to hold office when he dies,
resigns, is removed from office by the shareholders, or ceases to have the
necessary qualifications.
2.08 Vacancies - Subject to the exceptions in section 124 of the Act,
where a vacancy occurs on the board, a quorum of the directors then in office
may appoint a person to fill the vacancy for the remainder of the ter. If there
is not a quorum of directors or if there has been a failure to elec the number
of directors required by the articles or in the case of a variabl board as
required by special resolution, the directors then in office shall forthwith
call a special meeting of shareholders to fill the vacancy and, if they fail to
call a meeting or if there are no directors then in office, the meeting may be
called by any shareholder.
3. MEETINGS OF DIRECTORS
3.01 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
Ontario but, except where the Corporation is a non-resident corporation, or the
articles or the by-laws otherwise provide, in any financial year of the
Corporation a majority of the meetings of the board shall be held at a place
within Canada.
3.02 Meetings by Telephone - Where all the directors present at or
participating in the meeting have consented thereto, any director may
participate in a meeting of the board by means of conference telephone,
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electronic or other communication facilities as permit all persons participating
in the meeting to communicate with each other simultaneously and
instantaneously and a director participating in such a meeting by such means is
deemed for the purposes of the Act and these by-laws to be present at the
meeting. If a majority of the directors participating in such a meeting are then
in Canada the meeting shall be deemed to have been held in Canada.
3.03 Calling of Meetings - Meetings of the board shall be held from time
to time at such place, at such time and on such day as the president or a
vice-president who is a director or any two directors may determine, and the
secretary shall call meetings when directed or authorized by the president or by
a vice-president who is a director or by any two directors. Notice of every
meeting so called shall be given to each director not less than 48 hours
(excluding any part of a Sunday and of a holiday as defined by the
Interpretation Act) before the time when the meeting is to be held, except that
no notice of meeting shall be necessary if all the directors are present or if
those absent have waived notice of or otherwise signified their consent to the
holding of such meeting. 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.
3.04 Regular Meetings- The board may appoint a day or days in any month or
months for regular meetings at a place and hour to be named. A copy of any
resolution of the board fixing the place and time of regular meetings of the
board shall be sent to each director forthwith after being passed, but no other
notice shall be required for any such regular meetings.
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3.05 First Meeting of New Board - Each newly elected board may without
notice hold its first meeting for the purpose of organization and the election
and appointment of officers immediately following a meeting of shareholders at
which such board is elected, provided that a quorum of directors is present.
3.06 Quorum - Where the Corporation has only one director, that director
may constitute a quorum for the transaction of business at any meeting of the
board. Where the Corporation has two directors both directors of the Corporation
must be present at any meeting of the board to constitute a quorum. Subject to
the articles or by-laws of the Corporation a majority of the number of directors
or minimum number of directors required by the articles constitutes a quorum at
any meeting of directors but in no case shall a quorum be less than two-fifths
of the number of directors or less then the minimum number of directors, as the
case may be.
3.07 Resident Canadians - Directors shall not transact business at a
meeting of the board unless a majority of the directors present are resident
Canadians. However, directors may transact business at a meeting of the board
where a majority of resident Canadian directors is not present if,
(a) 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
(b) a majority of resident Canadian directors would have been present
had the director been present at the meeting.
3.08 Chairman - The Chairman of any meeting of the board shall be the
first mentioned of such of the following officers as have been appointed
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and who is a director and is present at the meeting:
Chairman of the board,
President, or
A Vice-President who is a director.
If no such officer is present, the directors present shall choose one of their
number to be chairman.
3.09 Votes to Govern - At all meetings of the board, every question shall
be decided by a majority of the votes cast on the question.
3.10 Casting Vote - In the case of an equality of votes on any question at
a meeting of the board, the chairman of the meeting shall be entitled to a
second or casting vote.
3.11 Disclosure of Interests in Contracts - Every 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 officer or has a material
interest in any Corporation which is a party to a material contract or proposed
material contract 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 section 132 of
the act.
3.12 Resolution in Lieu of Meeting - A resolution in writing, signed by
all the directors entitled to vote on that resolution at a meeting of directors
or committee of directors, is as valid as if it had been passed at a meeting of
directors or committee of directors. A copy of every such resolution shall be
kept with the minutes of the proceedings of the directors
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or committee of directors.
3.13 Delegation - Directors 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 directors. If the
directors appoint a committee of directors, a majority of the members of the
committee must be resident Canadians. 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.
4. REMUNERATION AND INDEMNIFICATION
4.01 Remuneration - Subject to the articles, the by-laws or any unanimous
Shareholders' Agreement, the board may fix the remuneration of the directors.
Such remuneration shall be in addition to any salary or professional fees
payable to a director who serves the Corporation in any other capacity. In
addition, directors shall be paid such sums in respect of their out-of-pocket
expenses incurred in attending board, committee or shareholders' meetings or
otherwise in respect of the performance by them of their duties as the board may
from time to time determine.
4.02 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
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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 monies 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 monies, 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, unless the same are occasioned by his own willful neglect or default;
provided that nothing herein shall relieve any director or officer from the duty
to act in accordance with the act or from liability for any breach thereof.
4.03 Indemnity of Directors and Officers - Except as provided in section
136 of the Act, every director and officer of the Corporation, every 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 heirs and legal
representatives shall, from time to time, be indemnified and saved harmless by
the Corporation from and 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 such corporation or body corporate if,
(a) he 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, he had reasonable grounds
for believing that his conduct was lawful.
4.04 Insurance - Subject to the limitations contained in the Act, the
Corporation may purchase and maintain such insurance for the benefit of its
directors and officers as such, as the board may from time to time determine.
5. OFFICERS
5.01 Election or Appointment - At the first meeting of the board after
each election of directors, the board shall elect or appoint a president, and a
secretary and if deemed advisable may appoint one or more vice-presidents, a
general manager, a treasurer and such other officers as the board may determine
including one or more assistants to any of the officers so appointed. None of
the said officers, except the president need be a director or shareholder. Any
two of the said offices may be held by the same person. If the same person holds
the office of secretary and treasurer, he may, but need not, be known as the
secretary-treasurer.
5.02 Term, Remuneration and Removal - The terms of employment and
remuneration of all officers elected or appointed by the board (including the
president) shall be determined from time to time by resolution of the board. The
fact that any officer or employee is a director or shareholder of the
Corporation shall not disqualify him from receiving such remuneration as may be
determined, all officers, in the absence of agreement to the
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contrary, shall be subject to removal by resolution of the board at any time
with or without cause.
5.03 President - The president shall be the chief executive officer of the
Corporation. He shall, if present, preside at all meetings of the shareholders
and of the directors and shall be charged with the general supervision of the
business and affairs of the Corporation except the power to do anything referred
to in sub-section 127(3) of the Act. Except when the board has appointed a
general manager or managing director, the president shall also have the powers
and be charged with the duties of that office except the power to do anything
referred to in sub-section 127(3) of the Act.
5.04 Vice-President - The vice-president, or if there are more than one,
the vice-presidents in order of seniority (as determined by the board) shall be
vested with all the powers and shall perform all the duties of the president in
the absence or disability or refusal to act of the president, except that he
shall not preside at meetings of the directors or shareholders unless he is
qualified to attend meetings of directors or shareholders as the case may be. If
a vice-president exercises any such duty or power, the absence or inability of
the president shall be presumed with reference thereto. A vice-president shall
also perform such duties and exercise such powers as the president may from time
to time delegate to him or the board may prescribe.
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5.05 General Manager - The general manager, if one is appointed, shall
have the general management and direction, subject to the authority of the board
and the supervision of the president, of the Corporation's business and affairs
and the power to appoint and remove any and all officers employees and agents of
the Corporation not elected or appointed directly by the board and to settle the
terms of their employment and remuneration but shall not have the power to do
any of the things set forth in sub-section 127(3) of the Act. If and so long as
the general manager is a director, he may but need not be known as the managing
director.
5.06 Secretary - The secretary shall attend all meetings of the directors,
shareholders and committees of the board and shall enter or cause to be entered
in books kept for that purpose minutes of all proceedings at such meetings; he
shall give, or cause to be given, when instructed, notices required to be given
to shareholders, directors, auditors and members of committees; he shall be the
custodian of the stamp or mechanical device generally used for affixing the
corporate seal of the Corporation and of all books, papers, records, documents
and other instruments belonging to the Corporation; and he shall perform such
other duties as may from time to time be prescribed by the board.
5.07 Treasurer - The treasurer shall keep, or cause to be kept proper
accounting records as required by the Act; he shall deposit or cause to be
deposited all monies received by the Corporation in the Corporation's bank
account; he shall, under the direction of the board, supervise the
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safekeeping of securities and the disbursement of the funds of the Corporation;
he shall render to the board, whenever required, an account of all his
transactions as treasurer and of the financial position of the Corporation; and
he shall perform such other duties as may from time to time be prescribed by the
board.
5.08 Other Officers - The duties of all other officers of the Corporation
shall be such as the terms of their engagement call for or the board requires of
them. 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
otherwise directs.
5.09 Variation of Duties - From time to time the board may vary, add to or
limit the powers and duties of any officer or officers, but shall not delegate
to any officer any of the powers set forth in sub-section 127(3) of the Act.
5.10 Agents and Attorneys - The board shall have power from time to time
to appoint agents or attorneys for the Corporation in or out of Ontario with
such powers of management or otherwise (including the power to sub-delegate) as
may be thought fit.
5.11 Fidelity Bonds - The board may require such officers, employees and
agents of the Corporation as it deems advisable to furnish bonds for the
faithful performance of their duties, in such form and with such surety as the
board may from time to time prescribe.
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6. MEETINGS OF SHAREHOLDERS
6.01 Annual Meetings - The directors shall call the first annual meeting
of shareholders not later than eighteen months after the Corporation comes into
existence and subsequently not later than fifteen months after holding the last
preceding annual meeting. The annual meeting of shareholders of the Corporation
shall be held at such time and on such day in each year as the board may from
time to time determine, for the purpose of receiving the reports and statements
required by the Act to be laid before the annual meeting, electing directors,
appointing auditors and fixing or authorizing the board to fix their
remuneration, and for the transaction of such other business as may properly be
brought before the meeting.
6.02 Special Meetings - The board may at any time call a special meeting
of shareholders for the transaction of any business which may properly be
brought before such meeting of shareholders. All business transacted at an
annual meeting of shareholders, except consideration of the financial
statements, auditor's report, election of directors and reappointment of the
incumbent auditor, is deemed to be special business.
6.03 Place of Meetings - Meetings of shareholders shall be held at the
registered office of the Corporation, or at such other place within Ontario as
the board from time to time determines.
6.04 Notice of Meetings - Notice of the time and place of each meeting of
shareholders shall be sent not less than 10 days and not more
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than 50 days before the date of the meeting to the auditor of the Corporation to
each director, and to each person whose name appears on the records of the
Corporation at the close of business on the day next preceding the giving of the
notice as a shareholder entitled to vote at the meeting. Notice of a special
meeting of shareholders shall state:
(a) the nature of the business to be transacted at the meeting in
sufficient detail to permit the shareholders to form a reasoned
judgment thereon; and
(b) the text of any special resolution or by-law to be submitted to the
meeting.
6.05 Persons Entitled to be Present - The only persons entitled to attend
a meeting of shareholders shall be those entitled to vote thereat, the directors
and the auditor of the Corporation and others who although not entitled to vote
are entitled or required under any provision of the Act or by-laws of the
Corporation to be present at the meeting. Any other persons may be admitted only
on the invitation of the chairman of the meeting or with the consent of the
meeting.
6.06 Quorum - The holders of a majority of the shares entitled to vote at
a meeting of shareholders present in person or by proxy constitutes a quorum for
the transaction of business at any meeting of shareholders.
6.07 One Shareholder Meeting - If 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.
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6.08 Right to Vote - At any meeting of shareholders, unless the articles
otherwise provide, each share of the Corporation entitles the holder thereof to
one vote at a meeting of shareholders.
6.09 Joint Shareholders - Where two or more persons hold the same share or
shares jointly, any one of such persons present at a meeting of shareholders may
in the absence of the others vote the shares but, if two or more of such persons
who are present in person or by proxy, vote, they shall vote as one on the
shares jointly held by them.
6.10 Proxies - Every shareholder entitled to vote at a meeting of
shareholders may by means of a proxy appoint a proxy holder or one or more
alternate proxy holders who are not required to be shareholders to attend and
act at the meeting in the manner and to the extent authorized by the proxy and
with the authority conferred by the proxy. A proxy shall be in writing and
executed by the shareholder or by his attorney authorized in writing. Subject to
the requirements of the Act the instrument may be in such form as the directors
from time to time prescribe or in such other form as the chairman of the meeting
may accept as sufficient. It shall be deposited with the Corporation before any
vote is taken under its authority, or at such earlier time and in such manner as
the board by resolution prescribes.
6.11 Scrutineers - At each meeting of shareholders one or more scrutineers
may be appointed by a resolution of the meeting or by the chairman with the
consent of the meeting to serve at the meeting. Such
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scrutineers need not be shareholders of the Corporation.
6.12 Votes to Govern - Unless otherwise required by the Act, or the
article or by-laws of the Corporation, all questions proposed for the
consideration of the shareholders at a meeting shall be decided by a majority of
the votes cast thereon.
6.13 Show of Hands - At all meetings of shareholders every question shall
be decided by a show of hands unless a ballot thereon be required by the
chairman or be demanded by a shareholder or proxyholder present and entitled to
vote. Upon a show of hands every person present and entitled to vote, has one
vote regardless of the number of shares he represents. After a show of hands has
been taken upon any question, the chairman may require or any shareholder or
proxyholder present and entitled to vote may demand a ballot thereon. Whenever a
vote by show of hands shall have been taken upon a question, unless a ballot
thereon be so required or demanded, a declaration by the chairman that the vote
upon the question has been carried or carried by a particular majority or not
carried and an entry to that effect in the minutes of the meeting shall be prima
facie evidence of the fact without proof of the number or proportion of the
votes recorded in favour of or against the question. The result of the vote so
taken and declared shall be the decision of the Corporation on the question. A
demand for a ballot may be withdrawn at any time prior to the taking of the
ballot.
6.14 Ballots - If a ballot is required by the chairman of the meeting or
is demanded and the demand is not withdrawn, a ballot upon the
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question shall be taken in such manner as the chairman of the meeting directs.
6.15 Adjournment - The chairman of a meeting of shareholders may, with the
consent of the meeting and subject to such conditions as the meeting may decide,
adjourn the meeting from time to time and from place to place.
7. SHARES
7.01 Allotment - Subject to any Unanimous Shareholders' Agreement, the
board may from time to time Issue or grant options to purchase the whole or any
part of the authorized and unissued shares of the Corporation at such time 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 as prescribed by
the Act.
7.02 Lien for Indebtedness - Subject to the Act, the Corporation has a
lien on shares registered in the name of a shareholder or his legal
representative for any debt of the shareholder to the Corporation. The
Corporation may enforce the lien by:
(i) in the case of redeemable shares, redeeming the shares at their
redemption price; and
(ii) in the case of all other shares by purchasing such shares at their
book value for cancellation or for re-sale;
and by applying the value of such shares so determined to the debt of the
shareholder. In enforcing the lien as aforesaid the Corporation shall not be
obliged to redeem or purchase all of the shares of that class but only
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the shares subject to the lien. In electing to enforce the lien in this manner
the Corporation shall not prejudice or surrender any other rights of enforcement
of the lien which may in law be available to it or any other remedy available to
the Corporation for collection of the debt or any part thereof.
7.03 Share Certificates - Every holder of one or more shares of the
Corporation is entitled, at his option, to a share certificate, or to a
non-transferable written acknowledgment of his right to obtain a share
certificate, stating the number and class or a series of shares held by him as
shown on the records of the Corporation. Share certificates and acknowledgments
of a shareholder's right to a share certificate shall be in such form as the
board shall from time to time approve. The share certificate shall be signed
manually by at least one director or officer of the Corporation or by or on
behalf of the registrar or transfer agent and any additional signatures required
on the share certificate may be printed or otherwise mechanically reproduced
thereon.
7.04 Replacement of Share Certificates - The directors may by resolution
prescribe, either generally or in a particular case, the conditions upon which a
new share certificate may be issued to replace a share certificate which has
been defaced, lost, stolen or destroyed.
7.05 Transfer Agent and Registrar - The board may from time to time
appoint a registrar to maintain the securities register and a transfer agent to
maintain the register of transfers and may also appoint one or
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more branch registrars to maintain branch security registers and one or more
branch transfer agents to maintain branch registers of transfers, but one person
may be appointed both registrar and transfer agent. The board may at any time
terminate any such appointment.
7.06 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
dividends, bonus, return of capital or other money payable or warrant issuable
in respect of such share.
8. DIVIDENDS
8.01 Declaration - Subject to the Act and the articles, the board may
declare and the Corporation may pay a dividend to the shareholders according to
their respective rights in the Corporation. Such a dividend may be paid by
issuing fully paid shares of the Corporation or options or rights to acquire
fully paid shares of the Corporation or may be paid in money or property.
8.02 Payment - 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 in respect of which it has been declared, and mailed by
ordinary mail postage prepaid to such registered
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holder at his last address appearing on the records of the Corporation. 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 if more
than one address appears on the books of the Corporation in respect of such
joint holding the cheque shall be mailed to the first address so appearing. The
mailing of such cheque as aforesaid shall satisfy and discharge all liability
for the dividend to the extent of the sum represented thereby, unless such
cheque be not paid on presentation.
8.03 Non-Receipt of Cheque - In the event of the non-receipt of any cheque
for a dividend by the person to whom it is so sent as aforesaid, the Corporation
on proof of such non-receipt and upon satisfactory indemnity being given to it
shall issue to such person a replacement cheque for a like amount.
8.04 Purchase of Business as of Past Date - Where any business is
purchased by the Corporation as from a past date (whether such date be before or
after the Incorporation of the Corporation) upon terms that the Corporation
shall as from that date take the profits and bear the losses of the business,
such profits or losses as the case may be shall, at the discretion of the
directors be credited or debited wholly or in part to revenue account, and in
that case the amount so credited or debited shall, for the purpose of
ascertaining the fund available for dividends, be treated as a profit or loss
arising from the business of the Corporation.
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9. FINANCIAL YEAR
9.01 Financial Year - The financial or fiscal year of the Corporation
shall end on the 30th day of April in each year.
10. NOTICES
10.01 Method of Giving Notice - Any notice, communication or other
document to be given by the Corporation to a shareholder, director, officer, or
auditor of the Corporation under any provision of the Act, the articles or
by-laws shall be sufficiently given if delivered personally to the person to
whom it is to be given, or if delivered to his recorded address or if mailed to
him at his recorded address by prepaid ordinary mail or if sent to him at his
recorded address by any means of any prepaid transmitted or recorded
communication. A notice so delivered shall be deemed to have been given when it
is delivered personally or delivered to the recorded address as aforesaid; a
notice so mailed shall be deemed to have been given when deposited in a post
office or public letter box and shall be deemed to have been received on the
fourth day after so depositing; and a notice so sent by any means of transmitted
or recorded communication shall be deemed to have been given when dispatched or
delivered 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 or auditor of the
Corporation in accordance with any information believed by him to be reliable.
The recorded address of a director shall be his latest address as shown in the
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records of the Corporation or in the most recent notice filed under the
Corporations information Act, whichever is the more current.
10.02 Computation of Time - In computing the date when notice must be
given under any provision of the articles or by-laws requiring a specified
number of days notice of any meeting or other event, the date of giving the
notice shall, unless otherwise provided, be included.
10.03 Omissions and Errors - The accidental omission to give any notice to
any shareholder, director, officer, or auditor, or the non-receipt of any notice
by any shareholder, director, officer, or auditor 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.
10.04 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 records of the Corporation in respect of such Joint holding, be given to
such joint shareholders at the first address so appearing, and notice to given
shall be sufficient notice to all the holders of such shares.
10.05 Persons Entitled by Death or Operation of law - Every person who by
operation of law, by transfer or the death of a shareholder or otherwise becomes
entitled to shares, is bound by every notice in respect of such shares which has
been duly given to the registered holder of such shares prior to his name and
address being entered on the records of the
- 24 -
Corporation.
10.06 Waiver of Notice - Any shareholder (or his duly appointed proxy)
director, officer or auditor may waive any notice required to be given under the
articles or by-laws of the Corporation and such waiver, whether given before or
after the meeting or other event of which notice is required to be given shall
cure any default in the giving of such notice.
10.07 Signatures to Notices - The signatures to any notice to be given by
the Corporation may be written, stamped, typewritten or printed or partly
written, stamped, typewritten or printed.
11. EXECUTION OF DOCUMENTS
11.01 Signing Officers - Deeds, transfers, assignments, contracts and
obligations of the Corporation may be signed by the president or a vice-
president or a director together with the secretary or treasurer or an assistant
secretary or assistant treasurer or another director. Notwithstanding this, the
board may at any time and from time to time direct the manner in which and the
person or persons by whom any particular deed, transfer, contract or obligation
or any class of deeds, transfers, contracts or obligations may be signed.
11.2 Seal - Any person authorized to sign any document may affix the
corporate seal thereto.
- 25 -
12. EFFECTIVE DATE
12.01 Effective Date - This by-law comes into force upon confirmation by
the shareholders of the Corporation in accordance with the Act.
13. REPEAL
13.01 Repeal - Upon this by-law coming into force, By-laws Number 1 & 2 of
the Corporation are repealed provided that such repeal shall not affect the
previous operation of such by-law so repealed or affect the validity of any act
done or right, privilege, obligation or liability acquired or incurred under the
validity of any contract or agreement made pursuant to any such by-law prior to
its repeal.
ENACTED this 27th day of February 1984.
/s/ Ronald Parent /s/ Wendy Parent
- -------------------------------- --------------------------------
President - Secretary -
Ronald Parent Wendy Parent
(Corporate Seal)
- 26 -
The aforegoing by-law is hereby passed by the Directors of the Corporation
pursuant to The Business Corporations Act, 1982, as evidenced by the respective
signatures hereto of all the Directors
DATED this 27th day of February, 1984.
/s/ Ronald Parent
----------------------------
Ronald Parent
/s/ Wendy Parent
----------------------------
Wendy Parent
The aforegoing by-law is hereby confirmed by the Shareholder of the
Corporation pursuant to The Business Corporations Act, 1982, as evidenced by the
signature hereto of the sole Shareholder.
DATED this 27th day of February, 1984.
/s/ Ronald Parent
----------------------------
Ronald Parent
-22-
BY-LAW NO. 2
A by-law respecting the borrowing
of money, the issuing of debt
obligations and the securing of
liabilities by
528650 ONTARIO LIMITED
BE IT ENACTED as a special by-law of
528650 ONTARIO LIMITED
(hereinafter referred to as the "Corporation") as follows:-
The directors of the Corporation may from time to time:
(a) borrow money on the credit of the Corporation;
(b) issue, sell or pledge debt obligations of the Corporation; or
(c) charge, mortgage, hypothecate or pledge all or any currently
owned or subsequently acquired real or personal, movable or
immovable property of the Corporation, including book debts,
rights, powers, franchises and undertaking, to secure any debt
obligations or any money borrowed, or other debt or liability
of the Corporation.
ENACTED this 24th day of November 1982
/s/ Ronald Parent /s/ Wendy Parent
- -------------------------------- --------------------------------
President Secretary
Ronald Parent Wendy Parent
(Corporate Seal)
-23-
The aforegoing by-law is hereby passed by the Directors of the Corporation
pursuant to The Business Corporations Act, as evidenced by the respective
signatures hereto of all the Directors.
DATED this 24th day of November, 1982.
/s/ Ronald Parent
----------------------------
Ronald Parent
/s/ Wendy Parent
----------------------------
Wendy Parent
The aforegoing by-law is hereby confirmed by the Shareholder of the
Corporation pursuant to The Business Corporations Act, as evidenced by the
signature hereto of the sole Shareholder.
DATED this 24th day of November, 1982.
/s/ Ronald Parent
----------------------------
Ronald Parent
-27-
BY-LAW NO. 2 A
A By-law respecting the borrowing of money and the issuing of securities by:
528650 ONTARIO LIMITED
(herein called the "Corporation")
BE IT ENACTED as a By-law of the Corporation as follows:
1. Without limiting the borrowing powers of the Corporation as set forth in
the Business Corporations Act, 1982 (the "Act") the Directors of the Corporation
may, from time to time, without the authorization of the Shareholders:
(a) borrow money upon the credit of the Corporation;
(b) issue, re-issue, sell or pledge debt obligations of the Corporation,
including without limitation, bonds, debentures, notes or other
similar obligations of the Corporation whether secured or unsecured;
(c) subject to Section 20 of the Act, give a guarantee on behalf of the
Corporation to secure performance of any present or future
indebtedness, liability or obligation of any person; and
(d) charge, mortgage, hypothecate, pledge or otherwise create a security
interest in all or any currently owned or subsequently acquired,
real or personal, movable or immovable, property of the Corporation,
including without limitation, book debts, rights, powers, franchises
and undertakings, to secure any present or future Indebtedness,
liabilities or other obligations of the Corporation.
2. The Directors may, from time to time, by resolution delegate any or all of
the powers referred to in paragraph I of this By-law to a Director, a Committee
of Directors or one or more officers of the Corporation.
PASSED by the Directors and sealed with the Corporation's seal this 27th
day of February, 1984.
/s/ Ronald Parent
------------------------------------
President -
Ronald Parent
/s/ Wendy Parent
------------------------------------
SEAL Secretary -
Wendy Parent
-28-
The aforegoing by-law is hereby passed by the Directors of the Corporation
pursuant to The Business Corporations Act, 1982, as evidenced by the respective
signatures hereto of all the Directors.
DATED this 27th day of February, 1984.
/s/ Ronald Parent
----------------------------
Ronald Parent
/s/ Wendy Parent
----------------------------
Wendy Parent
The aforegoing by-law is hereby confirmed by the Shareholder of the
Corporation pursuant to The Business Corporations Act, 1982, as evidenced by the
signature hereto of the sole Shareholder.
DATED this 27th day of February, 1984.
/s/ Ronald Parent
----------------------------
Ronald Parent
[ILLEGIBLE] C.A. [ ] ACCOUNT NO.
SAV. [ ]
528650 ONTARIO LIMITED
[Name of Company]
BY-LAW NO. 3
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.
SIGNED on behalf and by order of the Board by :
"RONALD PARENT" AND "WENDY PARENT"
- --------------------------------------------------------------------------------
Type here the names of the officers who signed the By-law in the Minute
Book of the Company
CERTIFICATE
[ILLEGIBLE]
[hereby certify that the foregoing is a true copy of *(Special) By-Law
No. 3 of the Company duly
*[ILLEGIBLE]
[ILLEGIBLE]
**signed by all the Directors of the Company in the manner authorized by
law and that the said By-law was duly confirmed and sanctioned by the
Shareholders in the manner authorized by law and that the said By-law is now in
full force and effect.
[ILLEGIBLE]
November 24, 1982
DATE_________________________
_________________________
Secretary
[ILLEGIBLE] [ILLEGIBLE] { Corporate
Seal }
- 2 -
The aforegoing by-law is hereby passed by the Directors of the Corporation
pursuant to The Business Corporations Act, as evidence by the respective
signatures hereto of all the Directors.
DATED this 24th day of November, 1982.
/s/ Ronald Parent
------------------------------
Ronald Parent
/s/ Wendy Parent
------------------------------
Wendy Parent
The aforegoing by-law is hereby confirmed by the Shareholder of the
Corporation pursuant to The Business Corporations Act, as evide by the signature
hereto of the sole Shareholder.
DATED this 24th day of November, 1982.
/s/ Ronald Parent
-------------------------------
Ronald Parent