EXHIBIT 3.10
COMPANIES ACT
(NOVA SCOTIA)
UNLIMITED COMPANY
ARTICLES OF ASSOCIATION
OF
3081946 NOVA SCOTIA COMPANY
1. In these Articles, unless there be something in the subject or
context inconsistent therewith:
"Act" means the Companies Act (Nova Scotia) as amended;
"Board" means the directors of the Company for the time being;
"Company" means the company named above;
"dividend" includes bonus;
"member" and "Shareholder" are used interchangeably;
"Memorandum" means the Memorandum of Association of the Company and
all amendments thereto;
"Month" means calendar month;
"Office" means the registered office for the time being of the
Company;
"Proxyholder" includes an alternate proxyholder;
"Register" means the register of members to be kept pursuant to
Section 42 of the Act;
"Registrar" means the Registrar of Joint Stock Companies for the
time being;
"Reporting Company" and "Reporting Issuer" have the meanings given
to them respectively by the Act;
"Secretary" includes any person appointed to perform the duties of
Secretary of the Company temporarily;
"Shareholder" means member as that term is used in the Act in
connection with an unlimited company having share capital;
"Special Resolution" has the meaning assigned by Section 87 of the
Act;
"these Presents" and "these Articles" includes these Articles of
Association (and schedules thereto) and any modification or
alteration thereof for the time being in force;
"written" and "in writing" mean and include words printed,
lithographed, represented or reproduced in any mode in a visible
form;
Words importing the singular number only, include the plural number
and vice versa;
Words importing the masculine gender only, include the feminine
gender; and
Words importing persons include corporations.
2. The regulations contained in Table "A" in the first schedule to the
Act shall not apply to the Company.
3. The directors may enter into and carry into effect or adopt and
carry into effect any agreement or agreements from time to time made by or with
the promoters of the Company by or on behalf of the Company with full power
nevertheless from time to time to agree to any modification of the terms of such
agreement or agreements either before or after execution thereof.
4. The directors may, out of any moneys of the Company for the time
being in their hands, pay all expenses incurred in or about the formation and
establishment of the Company, including the expenses of registration.
5. The business of the Company may be commenced as soon after
incorporation as the directors may think fit, and notwithstanding that part only
of the shares may have been allotted.
SHARES
6. THE AUTHORIZED CAPITAL OF THE COMPANY CONSISTS OF ONE HUNDRED
THOUSAND (100,000) SHARES WITHOUT NOMINAL OR PAR VALUE, with power to divide the
shares in the capital for the time being into several classes and/or to attach
thereto respectively any preferential, common, deferred or qualified rights,
privileges or conditions, including restrictions on voting and including
redemption or purchase of such shares, subject, however, to the Act and
amendments thereto.
7. Subject to the provisions of the agreement or agreements mentioned
in Article 3 hereof, the shares shall be under the control of the directors who
may allot or otherwise dispose of the same to such persons on such terms and
conditions and at such times as the directors may think fit and with full power
to give to any person the call of any shares during such time and for such
consideration as the directors think fit.
8. Shares may be registered in the names of any number of persons not
exceeding three as joint holders thereof.
9. Save as herein otherwise provided, the Company shall be entitled to
treat the registered holder of any share as the absolute owner thereof, and
accordingly shall not, except as ordered by a Court of competent jurisdiction,
or as by statute required, be bound to recognize any equitable or other claim to
or interest in such share on the part of any other person.
CERTIFICATES
10. Certificates of title to shares shall be signed by the President or
Vice-President or a director and either the Secretary or an Assistant Secretary
or by such other person as the directors may authorize. The signature of the
President or Vice-President may be engraved, lithographed or printed upon the
certificates or any one or more of them, and any certificates bearing such
engraved, lithographed or printed signature of the President or Vice-President,
when signed by the Secretary or an Assistant Secretary or by such other persons
as the directors may authorize, shall be valid and binding upon the Company.
11. Every member shall be entitled to one certificate for all his
shares, or to several certificates each for one or more of such shares.
12. Where shares are registered in the names of two or more persons, the
Company shall not be bound to issue more than one certificate or one set of
certificates, and such certificate or set of certificates shall be delivered to
the person first named on the Register.
13. If any certificate be worn out or defaced, then upon production
thereof to the directors, they may order the same to be cancelled, and may issue
a new certificate in lieu thereof; and if any certificate is lost or destroyed,
then upon proof thereof to the satisfaction of the directors, and on such
indemnity as the directors deem adequate being given, a new certificate in lieu
thereof shall be given to the person entitled to such lost or destroyed
certificate.
14. The directors may cause to be kept in any place or places either in
or outside of Nova Scotia, one or more branch Registers.
LIEN ON SHARES AND LIABILITY OF MEMBERS
15. The Company shall have a first and paramount lien upon all shares
registered in the name of each member (whether solely or jointly with others)
and upon the proceeds of sale thereof for his debts, liabilities and other
engagements, solely or jointly with any other person, to or with the Company
whether the period for the payment, fulfilment or discharge thereof shall have
actually arrived or not, and no equitable interest in any share shall be created
except upon the condition that Article 9 of these Articles is to have full
effect. Such lien shall extend to all dividends from time to time declared in
respect of such shares. Unless otherwise agreed, the registration of a transfer
of shares shall operate as a waiver of the Company's lien, if any, on such
shares.
16. For the purpose of enforcing such lien, the directors may sell the
shares subject thereto in such manner as they think fit; but no sale shall be
made until notice in writing of the intention to sell has been given to such
member, his executors, administrators, successors or assigns and default shall
have been made by him or them in the payment, fulfilment or discharge of such
debts, liabilities or engagements for seven (7) days after such notice. The net
proceeds of any such sale after payment of the cost of such sale shall be
applied in or towards the satisfaction of such debts, liabilities or engagements
and the residue, if any, paid to such member or his executors, administrators,
successors or assigns.
17. Upon any sale for enforcing a lien, in purported exercise of the
powers given by these Articles, the directors may cause the purchaser's name to
be entered in the Register in respect of the shares sold, and the purchaser
shall not be bound to see to the regularity of the proceedings or the
application of the purchase money and, after his name has been entered in the
Register in respect of such shares, the validity of the sale shall not be
impeached by any person and the remedy of any person aggrieved by this sale
shall be in damages only and against the Company exclusively.
TRANSFER OF SHARES
18. No share of any class or series of shares shall be transferred,
except
(a) with the prior consent of the directors of the Company expressed by
a resolution of the directors; or
(b) with the prior consent of the holders(s) of the shares entitled to
vote at an ordinary general meeting expressed by a resolution of the
holders of those shares.
The Company shall decline to register any other purported transfer of shares by
any person in any circumstances.
19. The instrument of transfer of any share in the Company shall be
signed by the transferor and the transferor shall be deemed to remain the holder
of such share until the name of the transferee is entered in the Register in
respect thereof, and shall be entitled to receive any dividend declared thereon
before the registration of transfer.
20. The instrument of transfer of any share shall be in writing in the
following form, or as near thereto as circumstances will permit:
For value received ........................... hereby, sell, assign and
transfer unto .................................. Shares of the Capital
Stock represented by the within Certificate, and do hereby irrevocably
constitute and appoint ................... attorney to transfer the said
stock on the books of the within named Company with the full power of
substitution in the premises,
Dated the day of , 20 .
WITNESS:
21. Every instrument of transfer shall be left at the Office for
registration, accompanied by the certificate of the shares to be transferred,
and such other evidence as the Company may require to prove the title of the
transferor or his right to transfer the shares.
22. Every instrument of transfer shall, after the registration thereof,
remain in the custody of the Company, but any instrument of transfer which the
directors decline to register shall be returned to the person depositing the
same.
INCREASE AND REDUCTION OF CAPITAL
23. Subject to the rights, if any, of the holders of shares of any class
or series of shares to vote separately as a class or series thereon, the Company
in general meeting may, from time to time, increase the capital by the creation
or issue of new shares of such amount as it thinks expedient.
24. Subject to the rights, if any, of the holders of shares of any class
or series of shares to vote separately as a class or series thereon, the Act and
the restrictions on allotment, disposition and transferability in these
Articles, the new shares may be issued upon such terms and conditions, and with
such rights and privileges annexed thereto, as the general meeting resolving
upon the creation thereof shall direct; and if no direction be given, as the
directors shall determine, and in particular such shares may be issued with a
preferential or qualified right to dividends and in the distribution of assets
of the Company, and with a special or without any right of voting.
25. Except so far as otherwise provided by the conditions of issue, or
by these Articles, any capital raised by the creation of new shares shall be
considered part of the original capital, and shall be subject to the provisions
herein contained including, without limitation, those provisions referring to
transfer of and the Company's lien on shares.
26. Subject to the rights, if any, of the holders of shares of any class
or series of shares to vote separately as a class or series thereon, the Company
shall reduce all or a portion of the paid-up capital on its shares by returning
same to the holders thereof if such reduction and return is authorized by
resolution at a meeting of the Shareholders who are the registered owners of
seventy-five percent (75%) or more of the shares which entitle the holders
thereof to vote at a general meeting. If the return of paid-up capital is so
authorized, the Shareholders approving of such return at such meeting shall
determine when the paid-up capital shall be returned on the shares of the
Company, the amount of paid-up capital to be returned on each such share and
whether such paid-up capital should be returned to the holders of such shares in
the form of cash, a promissory note or other assets of the Company. The amount
of the reduction in the paid-up capital of the shares shall be recorded in the
accounts of the Company.
27. Subject to the rights, if any, of the holders of shares of any class
or series of shares to vote separately as a class or series thereon,
(a) the Company may from time to time in general meeting consolidate and
divide all or any of its share capital into shares of larger amount than
its existing shares (and, for greater certainty, consolidate and divide
all of its issued and/or unissued shares of a particular class of shares
into a smaller number of shares than the existing issued and/or unissued
shares, as the case may be, of that particular class of shares);
(b) the Company may from time to time in general meeting convert all or
any of its paid-up shares into stock, and reconvert that stock into
paid-up shares of any denomination;
(c) the Company may from time to time by special resolution subdivide
its shares, or any of them, into shares of smaller amount than is fixed by
these Articles (and, for greater certainty, subdivide all of its issued
and/or unissued shares of a particular class of shares into a larger
number of shares than the existing issued and/or unissued shares, as the
case may be, of that particular class of shares) so, however, that in the
sub-division the proportion between the amount paid and the amount if any,
unpaid on each reduced share shall be the same as it was in the case of
the share from which the reduced share is derived. The special resolution
whereby any share is subdivided may determine that, as between the holders
of the shares, resulting from such subdivision, one or more of such shares
shall have some preference or special advantage as regards dividend,
capital, voting, or otherwise, over, or as compared with, the others or
other;
(d) the Company may from time to time in general meeting exchange shares
of one denomination for another;
(e) the Company may from time to time in general meeting cancel shares
which, at the date of the passing of the resolution in that behalf, have
not been taken or agreed to be taken by any person, and diminish the
amount of its share capital by the amount of the shares so cancelled;
(f) the Company may from time to time by special resolution convert any
part of its issued or unissued share capital into preference shares
redeemable or purchasable by the Company in the manner provided in the
Act;
(g) the Company may from time to time by special resolution provide for
the issue of shares without any nominal or par value;
(h) the Company may from time to time by special resolution convert all
or any of its previously authorized unissued or issued and fully paid-up
shares, with nominal or par value, into the same number of shares without
any nominal or par value, and reduce, maintain or increase accordingly its
liability on any of its shares so converted; and
(i) the Company may from time to time by special resolution convert all
or any of its previously authorized unissued or issued and fully paid-up
shares, without nominal or par value, into the same or a different number
of shares with nominal or par value. For such purpose the shares issued
without nominal or par value and replaced by shares with a nominal or par
value shall be considered as fully paid, but their aggregate par value
shall not exceed the value of the net assets of the Company as represented
by the shares without par value issued before the conversion.
28. The purpose of this Article is to restrict the operation of
subsection 12(1) of the Third Schedule to the Act in the manner permitted by
that Section. In the case of an amendment to the Memorandum or Articles of the
Company of the kind referred to in clause (a), (b) or (e) of subsection 2(2) of
the Third Schedule to the Act, any class of shares or any series of shares
affected by the amendment in a manner different from other shares of the same
class shall not carry the right to vote separately as a class or series upon any
such amendment .
CLASSES OF SHARES
29. Subject to the rights, if any, of the holders of shares of any class
or series of shares entitled to vote separately as a class or series thereon,
and subject to the provisions of these Articles, and without prejudice to any
special rights previously conferred on the holders of existing shares, any share
may be issued with such preferred, deferred or other special rights, or such
restrictions, whether in regard to dividends, voting, return of share capital or
otherwise, as the Company may from time to time by Special Resolution determine.
Any preference shares may with the sanction of a Special Resolution of the
Company be issued on the terms that they are, at the option of the Company,
liable to be redeemed or purchased by the Company.
BORROWING POWERS
30. The directors on behalf of the Company may from time to time in
their discretion:
(a) raise or borrow money for the purposes of the Company or any of
them;
(b) secure the repayment of moneys so raised or borrowed in such manner
and upon such terms and conditions in all respects as they think fit, and
in particular by the execution and delivery of mortgages of the Company's
real or personal property, or by the issue of bonds, debentures or
debenture stock of the Company secured by mortgage or otherwise or charged
upon all or any part of the property of the Company, both present and
future, including its uncalled capital for the time being;
(c) sign or endorse bills, notes, acceptances, cheques, contracts, and
other evidence of or securities for money borrowed or to be borrowed for
the purposes aforesaid; and
(d) pledge debentures as security for loans.
31. Bonds, debentures, debenture stock and other securities may be made
assignable, free from any equities between the Company and the person to whom
the same may be issued.
32. Any bonds, debentures, debenture stock, and other securities may be
issued at a discount, premium, or otherwise, and with any special privileges as
to redemption, surrender, drawings, allotment of shares, attending and voting at
general meetings of the Company, appointment of directors, and otherwise.
RECORD DATES
33. (1) For the purpose of determining
(a) Shareholders entitled to receive payment of a dividend, or
(b) who is a Shareholder for any other purpose except the right to
receive notice of, or to vote at, a meeting,
the directors may fix in advance a date as the record date for the determination
of Shareholders, but the record date so fixed shall not precede by more than
fifty days the particular action to be taken.
(2) For the purpose of determining Shareholders entitled to
receive notice of a meeting of Shareholders, the directors may fix in advance a
date as the record date for the determination of Shareholders, but the record
date so fixed shall not precede the date on which the meeting is to be held by
more than fifty days or less than twenty-one days.
(3) If no record date is fixed pursuant to subarticle (1) or (2),
(a) the record date for the determination of Shareholders for any
purpose, other than to establish a Shareholder's right to receive notice
of, or to vote at, a meeting, is the day on which the directors pass the
resolution relating to the particular purpose; and
(b) the record date for the determination of Shareholders entitled to
receive notice of, or to vote at, a meeting of Shareholders is
(i) the day immediately preceding the day on which the notice is
given, or
(ii) if no notice is given, the day on which the meeting is held.
(4) Subject to subarticle (5), where a record date is fixed for
the Company, notice thereof shall, not less than seven days before the record
date, be given
(a) by advertisement in a newspaper in general circulation in the place
where the head office of the Company is situated and in each place in
Canada where the Company has a transfer agent or where a transfer of the
Company's shares may be recorded; and
(b) by written notice to each stock exchange, if any, in Canada on which
the shares of the Company are listed for trading.
(5) Notice of a record date fixed for the Company need not be
given where notice of the 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 Register at
the close of business on the date the directors fix the record date.
MEETINGS
34. The first meeting of the Company shall be held within eighteen
months from the date of the registration of the Memorandum of Association of the
Company and at such place as the directors may determine.
35. Other general meetings shall be held once at least in every calendar
year, at such time and place as may be determined by the directors and not more
than fifteen months after the preceding general meeting.
36. The general meetings referred to in the next preceding Article shall
be called ordinary general meetings; and all other meetings of the Company shall
be called special general meetings.
37. The directors, whenever they think fit, may convene a special
general meeting and, on the requisition of members of the Company holding not
less than five percent of the shares of the Company carrying the right to vote
at the meeting sought to be held, the directors shall forthwith proceed to
convene a special general meeting of the Company to be held at such time and
place as may be determined by the directors.
38. The requisition must state the objects of the meeting required, and
must be signed by the members making the same and shall be deposited at the
Office, and may consist of several documents in like form each signed by one or
more of the requisitionists.
39. If the directors do not proceed to cause a meeting to be held,
within twenty-one days from the date of the requisition being so deposited, the
requisitionists, or any of them representing more than one-half of the total
voting rights of all of them, may themselves convene the meeting, but any
meeting so convened shall not be held after three months from the date of such
deposit.
40. If at any such meeting a resolution requiring confirmation at
another meeting is passed, the directors shall forthwith convene a further
special general meeting for the purpose of considering such resolution; and if
thought fit, of confirming it as a Special Resolution; and if the directors do
not convene the meeting within seven days from the date of the passing of the
first resolution, the
requisitionists, or any of them representing more than one-half of the total
voting rights of all of them, may themselves convene the meeting.
41. Any meeting convened under the foregoing provisions by the
requisitionists shall be convened in the same manner as nearly as possible as
that in which meetings are to be convened by directors.
42. At least twenty-one days' notice of every general meeting specifying
the place, day and hour of the meeting, and, in the case of special business,
the general nature of such business, shall be sent to the members entitled to be
present at such meeting by notice sent by post or otherwise served as
hereinafter provided; and, with the consent in writing of all the members
entitled to vote at such meeting, a meeting may be convened by shorter notice
and in any manner they think fit, or if all the members are present at a
meeting, either in person or by proxy, notice of time, place and purpose of the
meeting may be waived.
43. Where it is proposed to pass a Special Resolution, the two meetings
may be convened by one and the same notice, and it shall be no objection to such
notice that it only convenes the second meeting contingently upon the resolution
being passed by the required majority at the first meeting.
44. The accidental omission to give any such notice to any of the
members or the non-receipt of any such notice by any of the members shall not
invalidate any resolution passed at any such meeting.
PROCEEDINGS AT GENERAL MEETINGS
45. The business of an ordinary general meeting shall be to receive and
consider the financial statements of the Company, the reports of the directors
and of the auditors, if any, to elect directors in the place of those retiring
and to transact any other business which under these Articles ought to be
transacted at an ordinary general meeting.
46. (1) Two members (where there is more than one member) personally
present or represented by proxy and entitled to vote shall be a quorum for a
general meeting. A corporation which is a member of the Company, and which has
duly appointed a representative under the provisions of the Act who is
personally present at the meeting, shall, for the purposes of this Article, be
considered as if personally present thereat.
(2) If within half an hour from the time appointed for the meeting
a quorum is not present, the meeting, if convened upon the requisition of the
members of the Company pursuant to Article 37, shall be dissolved; but in any
other case it shall stand adjourned, to the same day, in the next week, at the
same time, and place, and if at such adjourned meeting a quorum is not present,
those members entitled to vote as aforesaid who are present shall be a quorum,
and may transact the business for which the meeting was called.
47. No business shall be transacted at any general meeting unless the
quorum requisite be present at the commencement of the business.
48. The Chairman of the Board shall be entitled to take the chair at
every general meeting, or if there be no Chairman of the Board, or if at any
meeting he shall not be present within fifteen minutes after the time appointed
for holding such meeting, the President, or failing him a Vice-President who is
a director, shall be entitled to take the chair, and if none of the Chairman of
the Board, the President, or
such a Vice-President shall be present within fifteen minutes after the time
appointed for holding the meeting, the members present entitled to vote at the
meeting shall choose another director as Chairman and if no director is present
or if all the directors present decline to take the chair, then the members
present entitled to vote shall choose one of their number to be Chairman.
49. Every question submitted to a meeting shall be decided, in the first
instance, by a show of hands, and in the case of an equality of votes, the
Chairman shall not, whether on a show of hands or on a poll, have a casting vote
in addition to the vote or votes to which he may be entitled as a member.
50. At any general meeting, a resolution put to the meeting shall be
decided by a show of hands, unless a poll is (before or on the declaration of
the result of a show of hands) demanded by the Chairman, a member, or a
Proxyholder, and, unless a poll is so demanded, a declaration by the Chairman
that a resolution has been carried, or carried by a particular majority, or
lost, or not carried by a particular majority, and an entry to that effect in
the book of proceedings of the Company, shall be conclusive evidence of the fact
without proof of the number or proportion of the votes recorded in favour or
against such resolution. Subject to the Act and these Articles, a resolution
shall be carried if more than fifty percent (50%) of the votes are cast in
favour of such resolution by the members entitled to vote thereon.
51. If a poll is demanded as aforesaid, it shall be taken in such
manner, at such time and place as the Chairman of the meeting directs, and
either at once, or after an interval or adjournment or otherwise, and the result
of the poll shall be deemed to be the resolution of the meeting at which the
poll was demanded. The demand of a poll may be withdrawn. In case of any dispute
as to the admission or rejection of a vote, the Chairman shall determine the
same, and such determination made in good faith, shall be final and conclusive.
52. The Chairman of a general meeting may, with the consent of the
meeting, adjourn the same from time to time, and from place to place, but no
business shall be transacted at any adjourned meeting other than the business
left unfinished at the meeting from which the adjournment took place.
53. Any poll demanded on the election of a Chairman of a meeting or any
question of adjournment shall be taken at the meeting, and without adjournment.
54. The demand of a poll shall not prevent the continuance of a meeting
for the transaction of any business other than the question on which a poll has
been demanded.
VOTES OF MEMBERS
55. (1) Subject to the Act, the provisions applicable to any shares
issued under conditions limiting or excluding the right of holders thereof to
vote at general meetings and these Articles, on a show of hands every member
present in person and every Proxyholder, subject to subsection 85F(2) of the
Act, shall have one vote, and upon a poll every member present in person or by
proxy shall have one vote for every share held by him.
(2) Where a company being a member is represented by a Proxyholder
who is not a member or by a representative duly authorized under the Act, such
Proxyholder or representative shall be entitled to vote for such company either
on a show of hands or on a poll.
56. Where there are joint registered holders of any share, any one of
such persons may vote at any meeting either personally or by proxy, in respect
of such share, as if he were solely entitled thereto; and if more than one of
such joint holders is present at any meeting, personally or by proxy, that one
of the said persons so present, whose name stands first on the Register in
respect of such share, shall alone be entitled to vote in respect thereof.
57. Votes may be given either personally or by proxy or, in the case of
a company, by a representative duly authorized under the Act.
58. (1) A proxy shall be in writing under the hand of the appointer or
of his attorney duly authorized in writing, or, if such appointer is a company,
under its common seal or the hand of its attorney or representative authorized
in the manner referred to in clause 86(1)(a) of the Act.
(2) Holders of share warrants shall not be entitled to vote by
proxy in respect of the shares included in such warrants unless otherwise
expressed in such warrants.
59. A member of unsound mind, in respect of whom an order has been made
by any Court of competent jurisdiction, may vote by his guardian or other person
in the nature of a guardian appointed by that Court and any such guardian or
other person may vote by proxy.
60. A proxy and the power of attorney or other authority, if any, under
which it is signed, or a notarially certified copy of that power or authority,
shall be deposited with the Chairman of the meeting before or at the meeting or
adjourned meeting at which it is to be voted. A proxy shall cease to be valid
one year after its date.
61. A vote given in accordance with the terms of a proxy shall be valid
notwithstanding the previous death of the principal, or revocation of the proxy,
or transfer of the share in respect of which the vote is given, provided no
intimation in writing of the death, revocation, or transfer shall have been
received before the meeting at the Office of the Company, or by the Chairman of
the meeting before the vote is given.
62. Every form of proxy, whether for a specific meeting or otherwise,
shall, as nearly as circumstances will admit, be in the form or to the effect
following, or in such other form complying with the regulations made pursuant to
the Act as the directors may from time to time determine:
I ........................ of .................... in the County of
.................. being a member of 3081946 NOVA SCOTIA COMPANY,
hereby appoint ........................................ of (or
failing him .................. of ............... or failing him
...................... of ..............) as my proxy to attend and
vote for me and on my behalf at the ordinary general (or special
general as the case may be) meeting of the Company, to be held on
the ....... day of .................. and at any adjournment
thereof, or at any meeting of the Company which may be held within
.................... months from the date thereof.
[if the proxy solicited by or on behalf of management of the
Company, a statement to that effect]
As witness my hand this ....... day of .............., 20... Witness
................. Shareholder ..................
63. Any resolution passed by the directors, notice whereof shall be
given to the members in the manner in which notices are hereinafter directed to
be given and which shall, within one month after it has been passed, be ratified
and confirmed in writing by members entitled on a poll to three-fifths of the
votes, shall be as valid and effectual as a resolution of a general meeting, but
this Article shall not
apply to a resolution for winding up the Company, to a resolution passed in
respect of any matter which by statute or these presents ought to be dealt with
by Special Resolution, or any action which, by virtue of subsection 12(1) of the
Third Schedule to the Act, requires approval in accordance with that subsection.
64. (1) A resolution, including a Special Resolution, in writing and
signed by every Shareholder who would be entitled to vote on the resolution at a
meeting is as valid as if it were passed by such Shareholders at a meeting and
satisfied all the requirements of the Act respecting meetings of the
Shareholders.
(2) A copy of every resolution referred to in subarticle (1) of
this Article shall be kept with the minutes of proceedings of Shareholders.
DIRECTORS
65. The number of directors shall be a minimum of one(1) and a maximum
of ten (10) natural persons.
66. The first directors shall be appointed by the subscribers hereto, or
the majority of them, by an instrument in writing.
67. The directors shall have power at any time and from time to time to
appoint any other person as a director either to fill a casual vacancy or as an
addition, but the total number of directors shall not at any time exceed the
maximum number, fixed as above, and no such appointment shall be effective
unless two-thirds of the directors concur therein.
68. A director is not required to hold a share in the Company to qualify
as a director.
69. The continuing directors may act notwithstanding any vacancy in
their body, but if the number of continuing directors falls below the minimum
fixed as above, the directors shall not, except in emergencies or for the
purpose of filling up vacancies, act so long as the number is below the minimum.
70. The directors shall be paid out of the funds of the Company by way
of remuneration for their service such sums, if any, as the Company in general
meeting may determine, and such remuneration shall be divided among them in such
proportions and manner as the directors may determine. The directors may also be
paid their reasonable travelling and hotel and other expenses incurred in
consequence of their attendance at meetings of the Board and otherwise in the
execution of their duties as directors.
71. A director may, in conjunction with the office of director, and on
such terms as to remuneration and otherwise as the directors arrange or
determine, hold any other office or place of profit under the Company or under
any company in which the Company shall be a shareholder or otherwise interested
or under any other company.
72. The office of a director shall ipso facto be vacated:
(a) if he becomes bankrupt or makes an authorized assignment or suspends
payment, or compounds with his creditors;
(b) if he is found to be of unsound mind by a Court of competent
jurisdiction;
(c) if by notice in writing to the Company he resigns his office; or
(d) if he is removed by resolution of the Company as provided in Article
77 hereof.
73. No director shall be disqualified by his office from contracting
with the Company either as vendor, purchaser, or otherwise, nor shall any such
contract, or any contract or arrangement entered into or proposed to be entered
into by or on behalf of the Company in which any director shall be in any way
interested, either directly or indirectly, be voided, nor shall any director so
contracting or being so interested be liable to account to the Company for any
profit realized by any such contract or arrangement by reason only of such
director holding that office or of the fiduciary relations thereby established;
but it is declared that the nature of his interest must be declared by him in
the manner required by the Act. No director shall as a director vote in respect
of any contract or arrangement in which he is so interested as aforesaid, and if
he does so vote, his vote shall not be counted, but this prohibition may at any
time or times be suspended or relaxed to any extent by a general meeting, and
such prohibition shall not apply to any contract by or on behalf of the Company
to give to the directors or any of them any security for advances or by way of
indemnity or to the agreement or agreements referred to in Article 3 of these
Articles or to any modification of such agreement or agreements or any agreement
or agreements substituted therefor or any matter arising therefrom.
ELECTION OF DIRECTORS
74. At every ordinary general meeting, all the directors shall retire
from office, but shall hold office until the dissolution of the meeting at which
their successors are elected. The Company shall at such meeting fill up the
vacant offices by electing a like manner of persons to be directors, unless it
is determined at such meeting to reduce or increase the number of directors. A
retiring director shall be eligible for re-election.
75. If at any ordinary general meeting at which an election of directors
ought to take place, no such election takes place, or if no ordinary general
meeting is held in any year or period of years, the retiring directors shall
continue in office until their successors are elected and a general meeting for
that purpose may on notice be held at any time.
76. The Company in general meeting may from time to time increase or
reduce the number of directors, and may determine or alter their qualifications.
77. The Company may, by Special Resolution, remove any director before
the expiration of his period of office and appoint another person who may be
qualified or become qualified in his stead; and the person so appointed shall
hold office during such time only as the director in whose place he is appointed
would have held the same if he had not been removed.
THE PRESIDENT AND VICE-PRESIDENT
78. The directors shall appoint the President of the Company and may
determine the period for which he is to hold office. The President shall have
general supervision of the business of the Company and shall perform such duties
as may be assigned to him by the Board from time to time.
79. The directors may also appoint one or more Vice-Presidents, and may
determine the period for which each of them are to hold office. A Vice-President
shall, at the request of the Board and subject to its directions, perform the
duties of the President during the absence, illness or incapacity of the
President, or during such period as the President may request him so to do.
80. The directors may elect or appoint such other officers of the
Company, having such powers and duties as they think fit. If the directors so
decide, the same person may hold more than one of the offices provided for in
these Articles.
CHAIRMAN OF THE BOARD
81. The directors may elect one of their number to be Chairman of the
Board and may determine the period during which he is to hold office. He shall
perform such duties and receive such special remuneration as the Board may from
time to time provide.
PROCEEDINGS OF DIRECTORS
82. The directors may meet together for the dispatch of business,
adjourn, and otherwise regulate their meetings and proceedings, as they think
fit. The quorum necessary for the transaction of business shall be a majority of
the directors, provided that if a quorum is not present at any meeting of
directors, such meeting shall be adjourned to another date determined by the
Chairman of the Board, and at such adjourned meeting the quorum will be those
directors present.
83. Meetings of directors may be held either within or without the
Province of Nova Scotia and the directors may from time to time make
arrangements relating to the time and place of holding directors' meetings. In
any event,
(a) meetings of directors shall be regularly scheduled at the end of the
calendar year of the Company for the immediately following calendar year
of the Company and notice of all of those meetings shall be delivered or
mailed or telegraphed, telephoned or telefaxed to each director at least
48 hours before the meeting is to take place;
(b) in the case of a meeting of directors, other than a meeting
described in paragraph (a) immediately above and an adjourned meeting,
notice of every such meeting shall be delivered or mailed or telegraphed,
telephoned or telefaxed to each director at least five (5) business days
before the meeting is to take place;
(c) in the case of a meeting of directors that has been adjourned
pursuant to Article 82, notice of every such adjourned meeting shall be
delivered or mailed or telegraphed, telephoned or telefaxed to each
director at least seventy-two (72) hours before the meeting is to take
place; and
(d) a meeting of directors may be held without formal notice if all the
directors are present and waive notice, or if those absent have signified
their assent to such meeting or their consent to the business transacted
thereat.
84. A director may participate in a meeting of directors or of a
committee of directors by means of such telephone or other communications
facilities as permit all persons participating in the meeting to hear each
other, and a director participating in such a meeting by such means is deemed to
be present at that meeting.
85. The President or any director may at any time, and the Secretary,
upon the request of the President or a director shall, convene a meeting of the
directors.
86. Questions arising at any meeting of directors shall be decided by a
majority of votes, and in case of an equality of votes, the Chairman shall not
have a second or casting vote.
87. The Chairman of the Board shall preside at the meeting of the
directors. If no Chairman of the Board is elected, or if at any meeting of
directors he is not present within five minutes after the time appointed for
holding the same, the President shall preside, and if the President is not
present at the time appointed for holding the meeting, a Vice-President who is a
director shall preside, and if neither the President nor such a Vice-President
is present at any meeting within the time aforesaid, the directors present shall
choose some one of their number to be Chairman of such meeting.
88. A meeting of the directors at which a quorum is present shall be
competent to exercise all or any of the authorities, powers and discretion by or
under the statutes in that behalf or of the regulations of the Company vested in
or exercisable by the directors generally.
89. Subject to any other Article in these Articles, the directors may
delegate any of their powers to committees, consisting of such number of members
of their body as they think fit. Any committee so formed shall in the exercise
of the powers so delegated conform to any regulations that may be imposed on
them by the directors.
90. The meetings and proceedings of any committee consisting of two or
more members shall be governed by the provisions contained in these Articles for
regulating the meetings and proceedings of the directors so far as the same are
applicable thereto and are not superseded by any regulations made by the
directors under the next preceding Article.
91. All acts done at any meeting of the directors or of a committee of
directors, or by any person acting as a director, shall, notwithstanding that it
shall afterwards be discovered that there was some defect in the appointment of
such directors or persons acting as aforesaid, or that they or any of them were
disqualified, be as valid as if every such person had been duly appointed and
was qualified to be a director.
92. (1) A resolution in writing and signed by every director who would
be entitled to vote on the resolution at a meeting is as valid as if it were
passed by such directors at a meeting.
(2) A copy of every resolution referred to in subsection (1) of
this Article shall be kept with the minutes of proceedings of the directors or
committee thereof, as the case may be.
93. If any one or more of the directors are called upon to perform extra
services or to make any special exertions in going or residing abroad or
otherwise for any of the purposes of the Company, or the business thereof, the
Company may remunerate the director or directors so doing, either by a fixed sum
or by a percentage of profits or otherwise, as may be determined by the
directors, and such remuneration may be either in addition to or in substitution
for his share in the remuneration above provided.
94. If a resolution authorizes the entering into of an agreement or the
performance of any act, that resolution shall be deemed to authorize the
execution of such further documents and the doing of
such further things as may be necessary or desirable in connection therewith by
the persons authorized to act by the resolution.
REGISTERS
95. The directors shall cause a proper Register to be kept in accordance
with the provisions of the Act.
96. The directors may cause to be kept in any place outside of Nova
Scotia a branch Register in accordance with the provisions of the Act.
97. The directors shall also cause to be kept a proper register,
containing the names and addresses and occupations of its directors or managers
in accordance with the provisions of the Act.
98. The directors shall cause a proper register of the holders of
debentures to be kept at the Office in accordance with the provisions of the
Act.
99. The directors may cause to be kept in any place outside of Nova
Scotia a branch register of the holders of debentures in accordance with the
provisions of the Act.
MINUTES
100. The directors shall cause minutes to be duly entered in books for
that purpose:
(a) of all appointments of officers;
(b) of the names of the directors present at each meeting of the
directors and of any committees of directors;
(c) of all orders made by the directors and committees of directors; and
(d) of all resolutions and proceedings of meetings of the Shareholders
and of meetings of the directors.
Any such minutes of any meeting of the directors or of any committee, or
of the Company, if purporting to be signed by the Chairman of such meeting or by
the Chairman of the next succeeding meeting, shall be receivable as prima facie
evidence of the matters stated in such minutes.
POWERS OF DIRECTORS
101. The management of the business of the Company shall be vested in the
directors, who, in addition to the powers and authorities by these Articles or
otherwise expressly conferred upon them, may exercise all such powers and do all
such acts and things as may be exercised or done by the Company and are not
hereby or by statute expressly directed or required to be exercised or done by
the Company in general meeting, but subject nevertheless to the provisions of
the statutes in that behalf and of these Articles and to any regulations from
time to time made by the Company in general meeting; provided that no regulation
so made shall invalidate any prior act of the directors, which would have been
valid if such regulation had not been made.
102. Without restricting the generality of the terms of the last
preceding Article and without prejudice to the general powers conferred thereby,
and the other powers conferred or restrictions imposed by these Articles on the
powers of the directors, it is hereby expressly declared that the directors
shall have the following powers, that is to say power from time to time:
(a) to take such steps as they think fit to carry into effect any
agreement or contract made by or on behalf of the Company;
(b) to pay the costs, charges and expenses, preliminary and incidental
to the promotion, formation, establishment, and registration of the
Company;
(c) to purchase, or otherwise acquire, for the Company any property,
rights or privileges which the Company is authorized to acquire, and at
such price and generally on such terms and conditions as they think fit;
(d) at their discretion, to pay for any property, rights, or privileges
acquired by or services rendered to the Company, either wholly or
partially in cash or in shares, bonds, debentures or other securities of
the Company, and any such shares may be issued either as fully paid up, or
with such amount credited as paid up thereon as may be agreed upon; and
any such bonds, debentures, or other securities may be either specifically
charged upon all or any part of the property of the Company, or not so
charged;
(e) to secure the fulfilment of any contracts or engagements entered
into by the Company, by mortgage or charge of all or any of the property
of the Company and its unpaid capital for the time being, or in such other
manner as they may think fit;
(f) to appoint, and at their discretion remove or suspend, such experts,
managers, secretaries, treasurers, officers, clerks, agents and servants
for permanent, temporary or special services, as they from time to time
think fit, and to determine their powers and duties, and fix their
salaries or emoluments, and to require security in such instances and to
such amounts as they think fit;
(g) to accept from any member insofar as the law permits, and on such
terms and conditions as shall be agreed upon, a surrender of his shares or
any part thereof; provided that the Company forthwith cancel such
surrendered shares or any part thereof, as the case may be;
(h) to appoint any person or persons (whether incorporated or not) to
accept and hold in trust for the Company any property belonging to the
Company, or in which it is interested, and for any other purposes, and to
execute and do all such deeds and things as may be requisite in relation
to any such trust, and to provide for the remuneration of any such trustee
or trustees;
(i) to institute, conduct, defend, compound, or abandon any legal
proceedings by or against the Company, or its officers, or otherwise
concerning the affairs of the Company, and also to compound and allow time
for payment or satisfaction of any debts due, and of any claims or demands
by or against the Company;
(j) to refer any claims or demands by or against the Company to
arbitration, and observe and perform the awards;
(k) to make and give receipts, releases and other discharges for money
payable to the Company and for claims and demands of the Company;
(l) to determine who shall be entitled to exercise the borrowing powers
of the Company and sign on the Company's behalf bonds, debentures or other
securities, bills, notes, receipts, acceptances, assignments, transfers,
hypothecation, pledges, endorsements, cheques, drafts, releases,
contracts, agreements and all other instruments and documents;
(m) to provide for the management of the affairs of the Company abroad
in such manner as they think fit, and in particular to appoint any persons
to be the attorneys or agents of the Company with such powers (including
power to sub-delegate) and upon such terms as may be thought fit;
(n) to invest and deal with any of the moneys of the Company not
immediately required for the purposes thereof upon such securities and in
such manner as they think fit, and from time to time to vary or realize
such investments;
(o) to execute in the name and on behalf of the Company, in favour of
any director or any other person who may incur or be about to incur any
personal liability for the benefit of the Company, such mortgages of the
Company's property, present and future, as they think fit, and any such
mortgages may contain a power of sale, and such other powers, covenants
and provisions as shall be agreed on;
(p) to set aside out of the profits of the Company before declaring any
dividend, such sums as they think proper as a reserve fund to meet
contingencies, or to provide for dividends, or for depreciation, or for
repairing, improving and maintaining any of the property of the Company
and for such other purposes as the directors shall in their absolute
discretion think conducive to the interests of the Company; and to invest
the several sums so set aside upon such investments other than shares of
the Company as they may think fit, and from time to time to deal with and
vary such investments, and to dispose of all or any part thereof for the
benefit of the Company, and to divide the reserve fund into such special
funds as they think fit, with full power to employ the assets constituting
the reserve fund in the business of the Company; and that without being
bound to keep the same separate from the other assets;
(q) from time to time to make, vary and repeal by-laws for the
regulation of the business of the Company, or of its officers and
servants, or the members of the Company, or any section or class thereof;
(r) to enter into all such negotiations and contracts, and rescind and
vary all such contracts, and execute and do all such acts, deeds, and
things in the name and on behalf of the Company as they may consider
expedient for or in relation to any of the matters aforesaid, or otherwise
for the purposes of the Company; and
(s) to provide for the management of the affairs of the Company in such
manner as they shall think fit.
SOLICITORS
103. The Company may employ or retain a solicitor or solicitors, and such
solicitor(s) may, at the request of the Board, or on instructions of the
Chairman of the Board, or the President, attend meetings of the directors or
Shareholders, whether or not he, himself, is a member or director of the
Company. If a solicitor is also a director, he may nevertheless charge for
services rendered to the Company as a solicitor.
SECRETARY AND TREASURER
104. There shall be a Secretary of the Company, who shall keep the
minutes of Shareholders' and directors' meetings and shall perform such other
duties as may be assigned to him by the Board. The Board may also appoint a
Treasurer of the Company to carry out such duties as the Board may assign.
105. The Secretary and Treasurer of the Company shall be appointed by the
directors. If the directors think fit, the same person may hold both offices.
106. If the directors think fit, the same person may hold the offices of
President and Secretary.
107. The directors may appoint a temporary substitute for the Secretary,
who shall, for the purposes of these Articles, be deemed to be the Secretary.
THE SEAL
108. The directors shall procure a seal for the Company and shall provide
for its safe custody.
DIVIDENDS
109. The profits of the Company, subject to the provisions of the
Memorandum of Association, and of these presents and to the rights of persons,
if any, entitled to shares with special rights as to dividends, may be divided
among the Shareholders in accordance with the terms of the shares held by them.
110. The directors may from time to time declare such dividend upon the
shares of the Company as they may deem proper according to the rights of the
members and the respective classes thereof, and may determine the date upon
which the same shall be payable, and provide that any such dividend shall be
payable to the persons registered as the holders of the shares in respect of
which the same is declared at the close of business upon such date as the
directors may specify, and no transfer of such shares made or registered, after
the date so specified, shall pass any right to the dividend so declared.
111. No dividend shall carry interest as against the Company.
112. The declaration of the directors as to the amount of the net profits
of the Company shall be conclusive.
113. The directors may from time to time pay to the members such interim
dividends as in their judgment the position of the Company justifies.
114. The directors may retain any dividends on which the Company has a
lien, and may apply the same in or towards satisfaction of the debts,
liabilities or engagements in respect of which the lien exists.
115. The directors, on declaring a dividend, may resolve that such
dividend be paid wholly or in part by the distribution of specific assets, and
in particular of paid up shares, debentures, bonds or debenture stock of the
Company or paid up shares, debentures, bonds or debenture stock of any other
company, or in any one or more of such ways.
116. The directors may resolve that any moneys, investments, or other
assets forming part of the undivided profits of the Company in the hands of the
Company and available for dividend, or representing premiums received on the
issue of shares and standing to the credit of the share premium account, be
capitalized and distributed amongst such of the Shareholders as would be
entitled to receive the same if distributed by way of dividend and in the same
proportions on the footing that they become entitled thereto as capital and that
all or any part of such capitalized fund be applied on behalf of such
Shareholders in paying up in full either at par or at such premium as the
resolution may provide, any unissued shares or debentures or debenture stock of
the Company which shall be distributed accordingly or in or towards payment of
the uncalled liability on any issued shares or debentures or debenture stock,
and that such distribution or payment shall be accepted by such Shareholders in
full satisfaction of their interest in the said capitalized sum.
117. For the purposes of giving effect to any resolution under the two
last preceding Articles, the directors may settle any difficulty which may arise
in regard to the distribution as they think expedient, and in particular may
issue fractional certificates, and may fix the value for distribution of any
specific assets, and may determine that cash payment shall be made to any
members upon the footing of the value so fixed, or that fractions of less value
than $5.00 may be disregarded in order to adjust the rights of all parties, and
may vest any such cash or specific assets in trustees upon such trusts for the
persons entitled to the dividend or capitalized fund as may seem expedient to
the directors. Where requisite, a proper memorandum shall be filed in accordance
with the Act.
118. A transfer of shares shall not pass the right to any dividend
declared thereon after such transfer and before the registration of the
transfer.
119. Any one of several persons who is registered as the joint holder of
any share may give effectual receipts for all dividends and payments on account
of dividends in respect of such share.
120. Unless otherwise determined by the directors, any dividend may be
paid by a cheque or warrant delivered to or sent through the post to the
registered address of the member entitled, or, in the case of joint holders, to
the registered address of that one whose name stands first on the Register, in
respect of the joint holding; and every cheque or warrant so delivered or sent
shall be made payable to the order of the person to whom it is delivered or
sent.
121. Notice of the declaration of any dividend, whether interim or
otherwise, shall be given to the holders of registered shares in the manner
hereinafter provided.
122. All dividends unclaimed for one year after having been declared may
be invested or otherwise made use of by the directors for the benefit of the
Company until claimed.
ACCOUNTS
123. The directors shall cause proper books of account to be kept of the
sums of money received and expended by the Company, and the matters in respect
of which such receipts and expenditures take place, and of all sales and
purchases of goods by the Company, and of the assets and credits and liabilities
of the Company.
124. The books of account shall be kept at the Office of the Company or
such other place as the directors think fit.
125. The directors shall from time to time determine whether, and to what
extent, the accounts and books of the Company, or any of them, shall be open to
the inspection of the members, and no member shall have any right of inspecting
any account or book or document of the Company except as conferred by statute,
or authorized by the directors, or by a resolution of the Company in general
meeting.
126. At the ordinary general meeting in every year, the directors shall
lay before the Company the financial statements required by the Act, the report
of the auditor, if any, to the members and, if the Company is a Reporting
Issuer, the report of the directors.
127. The financial statements shall be approved by the Board and such
approval shall be evidenced by the signatures of two directors to the balance
sheet or by the sole director where there is only one.
128. The directors not less than seven days before the date of the
ordinary general meeting shall send copies of the financial statements and the
report of the auditor, if any, thereon to all members holding voting securities
or otherwise entitled to receive notice of the general meeting.
AUDIT
129. Unless in respect of a financial year the Company is exempt from the
requirements of the Act regarding the appointment and duties of an auditor, an
auditor shall be appointed in accordance with the Act. The auditor's duties will
be regulated in accordance with the Act.
130. Every account of the directors, when audited and approved by a
general meeting, shall be conclusive, except as regards an error discovered
therein within three months next after the approval thereof. Whenever any such
error is discovered within the period, the account shall forthwith be corrected,
and thenceforth shall be conclusive.
NOTICES
131. A notice, statement or report may be given or delivered by the
Company to any Shareholder or director either by delivery to him personally or
by sending it by registered mail or facsimile to him to his last known address
(if sent by mail) or facsimile number (if sent by facsimile) indicated in the
records of the Company. Where a notice, statement or report is sent by mail or
by facsimile, service or delivery of the notice, statement or report shall be
deemed to be effected if properly
addressed and mailed (if sent by mail) or properly transmitted and telefaxed (if
sent by facsimile) and to have been given five days (excluding Saturdays and
Sundays) following the date of mailing (if sent by mail) or one day (excluding
Saturdays and Sundays) following the date the facsimile was telefaxed (if sent
by facsimile). A certificate signed by the Secretary or other officer of the
Company that the letter, envelope or facsimile containing the notice, statement
or report was so addressed and delivered shall be conclusive evidence thereof.
132. A notice, statement or report may be given or delivered by the
Company to the joint holders of a share by giving the notice to the joint holder
first named in the Register in respect of the share.
133. Notice of every general meeting or meeting of Shareholders holding a
class of shares shall be given in a manner hereinbefore authorized to every
Shareholder holding, at the time of the issue of the notice or the date fixed
for determining the Shareholders entitled to such notice, whichever is the
earlier, shares which confer the right to notice of and to attend or vote at any
such meeting. No other person except the auditor of the Company and the
directors of the Company shall be entitled to receive notices of any such
meeting.
INDEMNITY
134. Every director, manager, Secretary, Treasurer, and other officer or
servant of the Company shall be indemnified by the Company against, and it shall
be the duty of the directors out of the funds of the Company to pay, all costs,
losses and expenses which any director, manager, Secretary, Treasurer or other
officer or servant may incur or become liable to by reason of any contract
entered into, or act or thing done by him as such officer or servant, or in any
way in the discharge of his duties, including travelling expenses, and the
amount for which such indemnity is proved shall immediately attach as a lien on
the property of the Company and have priority as against the members over all
other claims.
135. No director or officer of the Company, in his capacity as a director
or officer, respectively, shall be liable for acts, receipts, neglects or
defaults of any other director or officer, or for joining in any receipt or
other act for conformity, or for any loss or expense happening to the Company
through the insufficiency or deficiency of title to any property acquired by
order of the directors for or on behalf of the Company or through the
insufficiency or deficiency of any security in or upon which any of the moneys
of the Company shall be invested, or for any loss or damage arising from the
bankruptcy, insolvency or tortious act of any person with whom any money,
securities or effects shall be deposited, or for any loss occasioned by 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 happen through his own dishonesty.
PRIVATE COMPANY
136. To the end that the Company may qualify as a private company as that
term is defined by the Securities Act (Nova Scotia),
(a) in this Article, "prescribed securities" means the securities
prescribed from time to time by the Nova Scotia Securities Commission for
the purpose of the definition of private company under the Securities Act;
(b) no transfer of prescribed securities of the Company, other than as
permitted in Article 18, shall be effective;
(c) the number of holders of prescribed securities of the Company,
exclusive of persons who own a prescribed security and who are in its
employment or the employment of an affiliate and exclusive of persons who,
having been formerly in the employment of the Company or an affiliate,
were while in that employment the owners of, and have continued after
termination of that employment to own, at least one prescribed security of
the Company, is limited to not more than fifty, two or more persons or
companies who are the joint registered owners of one or more prescribed
securities of the Company being counted as one holder; and
(d) the Company shall not distribute any of its prescribed securities or
securities convertible into or exchangeable for prescribed securities to
the public.
NAMES AND ADDRESSES OF SUBSCRIBERS
Dated the 2nd day of October, 2003.
2435239 NOVA SCOTIA LIMITED
Summit Place, 6th Floor
Per: /s/ David C. Hicks 1601 Lower Water Street
------------------------------------ Halifax, NS B3J 3P6
DAVID C. HICKS - ASSISTANT SECRETARY
Witness to the above signatures.
/s/ Joanne Gray
- ------------------------
Joanne Gray
Summit Place, 6th Floor
1601 Lower Water Street
Halifax, NS B3J 3P6
Occupation: Legal Secretary