1
EXHIBIT 3.4
I N D E X
to By-Law Number 8 of
GEDDES RESOURCES LIMITED
Interpretation Paragraph Page
-----------------------------------------------------------
Definitions ..................... 1.01 .... 1 .......
Definitions ..................... 1.02 .... 2 .......
Definitions ..................... 1.03 .... 2 .......
Business of the Corporation
-------------------------------------
Registered Office ............... 2.01 .... 3 .......
Corporate Seal .................. 2.02 .... 3 .......
Financial Year .................. 2.03 .... 3 .......
Execution of Instruments ........ 2.04 .... 3 .......
Banking Arrangements ............ 2.05 .... 3 .......
Voting Rights in Other Bodies
Corporate ...................... 2.06 .... 4 .......
Withholding Information from
Shareholders ................... 2.07 .... 4 .......
Borrowing and Securities
-------------------------------------
Borrowing Power ................. 3.01 .... 4 .......
Delegation ...................... 3.02 .... 5 .......
Directors
-------------------------------------
Number of Directors and Quorum .. 4.01 .... 5 .......
Qualification ................... 4.02 .... 5 .......
Election and Term ............... 4.03 .... 6 .......
Removal of Directors ............ 4.04 .... 6 .......
Vacation of Office .............. 4.05 .... 6 .......
Vacancies ....................... 4.06 .... 6 .......
Action by the Board ............. 4.07 .... 6 .......
Canadian Majority ............... 4.08 .... 7 .......
Meetings by Telephone ........... 4.09 .... 7 .......
Place of Meetings ............... 4.10 .... 7 .......
Calling of Meetings ............. 4.11 .... 8 .......
Notice of Meeting .............. 4.12 .... 8 .......
First Meeting of New Board ...... 4.13 .... 8 .......
Adjourned Meeting ............... 4.14 .... 8 .......
Regular Meetings ................ 4.15 .... 8 .......
Chairman ........................ 4.16 .... 9 .......
Votes to Govern ................. 4.17 .... 9 .......
Conflict of Interest ............ 4.18 .... 9 .......
Remuneration and Expenses ....... 4.19 .... 9 .......
Committees
-------------------------------------
Committee of Directors .......... 5.01 .... 10
Transaction of Business ......... 5.02 .... 10
Advisory Bodies ................. 5.03 .... 10
Procedure ....................... 5.04 .... 10
Audit Committee ................. 5.05 .... 10
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Paragraph Page
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Officers
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Appointment .......................... 6.01 .... 10
Chairman of the Board ................ 6.02 .... 11
Managing Director .................... 6.03 .... 11
President ............................ 6.04 .... 11
Vice-President ....................... 6.05 .... 12
Secretary ............................ 6.06 .... 12
Treasurer ............................ 6.07 .... 12
Powers and Duties of Other
Officers ............................ 6.08 .... 12
Variation of Powers and Duties ....... 6.09 .... 12
Term of Office ....................... 6.10 .... 12
Terms of Employment and
Remuneration ........................ 6.11 .... 13
Conflict of Interest ................. 6.12 .... 13
Agents and Attorneys ................. 6.13 .... 13
Fidelity Bonds ....................... 6.14 .... 13
Protection of Directors, Officers and Others
---------------------------------------------
Limitation of Liability .............. 7.01 .... 13
Indemnity ............................ 7.02 .... 14
Insurance ............................ 7.03 .... 14
Shares
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Allotment ............................ 8.01 .... 15
Commissions .......................... 8.02 .... 15
Registration of Transfer ............. 8.03 .... 15
Transfer Agents and Registrars ....... 8.04 .... 15
Non-Recognition of Trusts ............ 8.05 .... 16
Share Certificates ................... 8.06 .... 16
Replacement of Share
Certificates ........................ 8.07 .... 16
Joint Shareholders ................... 8.08 .... 17
Deceased Shareholders ................ 8.09 .... 17
Dividends and Rights
---------------------------------------------
Dividends ............................ 9.01 .... 18
Dividend Cheques ..................... 9.02 .... 18
Non-Receipt of Cheques ............... 9.03 .... 18
Record Date for Dividends
and Rights .......................... 9.04 .... 18
Unclaimed Dividends .................. 9.05 .... 19
Meetings of Shareholders
---------------------------------------------
Annual Meetings ...................... 10.01 ... 19
Special Meetings ..................... 10.02 ... 19
Place of Meetings .................... 10.03 ... 19
Notice of Meetings ................... 10.04 ... 20
List of Shareholders Entitled
to Notice ........................... 10.05 ... 20
Record Date for Notice ............... 10.06 ... 21
Meetings without Notice .............. 10.07 ... 21
Chairman, Secretary and Scrutineers .. 10.08 ... 21
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Meetings of Shareholders (continued) Paragraph Page
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Persons Entitled to be Present ....... 10.09 .. 22
Quorum ............................... 10.10 .. 22
Right to Vote ........................ 10.11 .. 22
Proxies .............................. 10.12 .. 23
Time for Deposit of Proxies .......... 10.13 .. 23
Joint Shareholders ................... 10.14 .. 24
Votes to Govern ...................... 10.15 .. 24
Show of Hands ........................ 10.16 .. 24
Ballots .............................. 10.17 .. 24
Adjournment .......................... 10.18 .. 25
Resolution in Lieu of Meeting ........ 10.19 .. 25
Only One Shareholder ................. 10.20 .. 25
Divisions and Departments
-------------------------------------------
Creation and Consolidation of
Divisions .......................... 11.01 .. 26
Name of Division ..................... 11.02 .. 26
Officers of Divisions ................ 11.03 .. 26
Notices
-------------------------------------------
Method of Giving Notice .............. 12.01 .. 26
Notice of Joint Shareholders ......... 12.02 .. 27
Computation of Time .................. 12.03 .. 27
Undelivered Notices .................. 12.04 .. 27
Ommissions and Errors ................ 12.05 .. 27
Persons Entitled by Death or
Operation of Law ................... 12.06 .. 28
Waiver of Notice ..................... 12.07 .. 28
Voting Rights in Other Corporations
-------------------------------------------
Voting Rights in Other Corporations .. 13.01 .. 28
Repeal
-------------------------------------------
Repeal ............................... 14.01 .. 29
Effective Date
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Effective Date ....................... 15.01 .. 29
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BY-LAW NO. 1
A by-law relating generally to
the transaction of the business
and affairs of
GEDDES RESOURCES LIMITED
BE IT ENACTED as a by-law of the Corporation as follows:
Section One
INTERPRETATION
1.01 Definitions - In the by-laws of the Corporation, unless the context
otherwise requires:
"Act" means the Business Corporations Act (S.O. 1982, c.4) and any
statute that may be substituted therefor, as from time to time amended;
"articles" means the articles on which is endorsed the certificate of
incorporation dated June 3, 1981, of the Corporation as from time to
time amended or restated;
"board" means the board of directors of the Corporation;
"by-laws" means this by-law and all other by-laws of the Corporation
from time to time in force and effect;
"Corporation" means the corporation incorporated under the Act by the
said certificate endorsed on the articles and named
GEDDES RESOURCES LIMITED
"meeting of shareholders" means any meeting of shareholders, whether
annual or special;
"non-business day" means Saturday, Sunday and any other day that is a
holiday as defined in the Interpretation Act (Ontario);
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"offering corporation" means a corporation that is offering its
securities to the public within the meaning of the Act and that is not
the subject of an order of the Ontario Securities Commission deeming it
to have ceased to be offering its securities to the public;
"recorded address" means in the case of a shareholder his address as
recorded in the securities register; and in the case of joint
shareholders the address appearing in the securities register in
respect of such joint holding or the first address so appearing if
there are more than one; and in the case of a director, officer,
auditor or member of a committee of the board, his latest address as
recorded in the records of the Corporation;
"signing officer" means, in relation to any instrument, any person
authorized to sign the same on behalf of the Corporation by section
2.04 or by a resolution passed pursuant thereto;
"special meeting of shareholders" means a special meeting of all
shareholders entitled to vote at an annual meeting of shareholders and
a meeting of any class or classes of shareholders entitled to vote on
the question at issue.
1.02 Save as aforesaid, words and expressions defined in the Act have the same
meanings when used herein.
1.03 Words importing the singular number include the plural and vice versa;
words importing gender include the masculine, feminine and neuter genders; and
words importing persons include individuals, bodies corporate, partnerships,
trusts and unincorporated organizations.
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Section Two
BUSINESS OF THE CORPORATION
2.01 Registered Office - Until changed in accordance with the Act, the
registered office of the Corporation shall be at the Municipality of
Metropolitan Toronto in the Province of Ontario and at such location therein as
the board may from time to time determine.
2.02 Corporate Seal - Until changed by the board, the corporate seal of the
Corporation, if any, shall be in the form impressed hereon.
2.03 Financial Year - Until changed by the board, the financial year of the
Corporation shall end on the 31st day of December in each year.
2.04 Execution of Instruments - Deeds, transfers, assignments, bills of sale,
contracts, obligations, certificates and other instruments may be signed on
behalf of the Corporation by any two directors or officers or any director
together with any officer. In addition, the board may from time to time direct
the manner in which and the person or persons by whom any particular instrument
or class of instruments may or shall be signed. Any signing officer may affix
the corporate seal to any instrument requiring the same.
2.05 Banking Arrangements - The banking business of the Corporation including,
without limitation, the borrowing of money and the giving of security therefor,
shall be transacted with such banks, trust companies or other bodies corporate
or organizations as may from time to time be designated by or under the
authority of the board. Such banking business or any part thereof shall be
transacted under such agreements, instructions and delegations of powers as the
board may from time to time prescribe or authorize.
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2.06 Voting Rights in Other Bodies Corporate - The signing officers of the
Corporation may execute and deliver proxies and arrange for the issuance of
voting certificates or other evidence of the right to exercise the voting
rights attaching to any securities held by the Corporation. Such instruments,
certificates or other evidence shall be in favour of such person or persons as
may be determined by the officers executing such proxies or arranging for the
issuance of voting certificates or such other evidence of the right to exercise
such voting rights. In addition, the board may from time to time direct the
manner in which and the person or persons by whom any particular voting rights
or class of voting rights may or shall be exercised.
2.07 Withholding Information from Shareholders - Subject to the provisions of
the Act, no shareholder shall be entitled to discovery of any information
respecting any details or conduct of the Corporation's business which, in the
reasonable opinion of the board, could be inexpedient in the interests of the
shareholders or the Corporation to communicate to the public. The board may
from time to time determine whether and to what extent and at what time and
place and under what conditions or regulations the accounts, records and
documents of the Corporation or any of them shall be open to the inspection of
shareholders and no shareholder shall have any right to inspect any account,
record or document of the Corporation except as conferred by the Act or
authorized by the board.
Section Three
BORROWING AND SECURITIES
3.01 Borrowing Power - Without limiting the borrowing powers of the Corporation
as set forth in the Act, the board may, without authorization of the
shareholders, from time to time:
(a) borrow money upon the credit of the Corporation;
(b) issue, reissue, sell or pledge debt obligations of the Corporation;
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(c) subject to the Act, give a guarantee on behalf of the Corporation to
secure performance of an obligation of any person; and
(d) mortgage, hypothecate, pledge or otherwise create a security interest
in all or any property of the Corporation, owned or subsequently
acquired, to secure any obligation of the Corporation.
Nothing in this section limits or restricts the borrowing of money by the
Corporation on bills of exchange or promissory notes made, drawn, accepted or
endorsed by or on behalf of the Corporation.
3.02 Delegation - The board may from time to time by resolution delegate to a
director, a committee of directors or an officer of the Corporation as may be
designated by the board all or any of the powers conferred on the board by
section 3.01 to such extent and in such manner as the board shall determine at
the time of each such delegation.
Section Four
DIRECTORS
4 .01 Number of Directors and Quorum - Until changed in accordance with the
Act, the board shall consist of not fewer than the minimum number and not more
than the maximum number of directors provided in the articles. Subject to the
Act and to section 4.08 hereof, the quorum for the transaction of business at
any meeting of the board shall consist of a majority of directors or such other
number of directors as the board may from time to time determine.
4.02 Qualification - No person shall be qualified for election as a director if
he is less than 18 years of age; if he is of unsound mind and has been so found
by a court in Canada or elsewhere; if he is not an individual; or if he has the
status of a bankrupt. A director need not be a shareholder. A majority of the
directors shall be resident Canadians but where the Corporation has only one or
two directors that director or one of the two directors, as the case may be,
shall be resident Canadians. If the Corporation is an offering corporation at
least one-third of the directors shall not be officers or employees of the
Corporation or any of its affiliates.
4.03 Election and Term - Directors shall be elected yearly to hold office until
the next annual meeting of shareholders and until their successors are elected.
At each
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annual meeting of shareholders, all the directors then in office shall retire
but, if qualified, shall be eligible for re-election. The number of directors
to be elected at any such meeting shall be the number of directors as shall be
determined from time to time by special resolution or, if a special resolution
empowers the directors to determine the number, by resolution of directors.
The election shall be by resolution.
4.04 Removal of Directors - Subject to the provisions of the Act, the
shareholders may by ordinary resolution passed at a meeting of shareholders
remove any director or directors from office and the vacancy created by such
removal may be filled at the same meeting failing which it may be filled by a
quorum of directors.
4.05 Vacation of Office - A director ceases to hold office when he dies; or
subject to the Act, he resigns; he is removed from office by the shareholders;
or he ceases to be qualified for election as a director. A resignation of a
director becomes effective at the time a written resignation is received by the
Corporation or at the time specified in the resignation, whichever is later.
4.06 Vacancies - Subject to the Act, a quorum of the board may fill a vacancy
in the board, except a vacancy resulting from an increase in the number or
maximum number of directors or from a failure to elect the number of directors
required to be elected at any meeting of shareholders. In the absence of a
quorum of the board, or if there has been a failure to elect the number of
directors required by the articles or by the Act, the board shall forthwith
call a special meeting of shareholders to fill the vacancy. If the board fails
to call such meeting or if there are no directors then in office, any
shareholder may call the meeting.
4.07 Action by the Board - Subject to any unanimous shareholder agreement, the
board shall manage or supervise the management of the business and affairs of
the Corporation. Subject to sections 4.08 and 4.09, the powers of the board
may be exercised by resolution passed at a meeting at which a quorum is
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present or by resolution in writing signed by all the directors entitled to
vote on that resolution at a meeting of the board. Where there is a vacancy in
the board, the remaining directors may exercise all the powers of the board so
long as a quorum remains in office. A resolution in writing, signed by all the
directors entitled to vote on that resolution at a meeting of directors or a
committee of directors, is as valid as if it had been passed at a meeting of
directors or a committee of directors.
4.08 Canadian Majority - The board shall not transact business at a meeting
unless a majority of the directors present are resident Canadians, except where
(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 that director been present at the meeting.
4.09 Meetings by Telephone - If all the directors present at or participating
in the meeting consent, a meeting of the board or of a committee of the board
may be held by means of such telephone, electronic or other communications
facilities as permit all persons participating in the meeting to communicate
with each other simultaneously and instantaneously, and a director
participating in such a meeting by such means is deemed for the purposes of the
Act to be present at the meeting. Any such consent shall be effective whether
given before or after the meeting to which it relates and may be given with
respect to all meetings of the board and of committees of the board held while
a director holds office.
4.10 Place of Meetings - Meetings of the board may be held at any place within
or outside Ontario and it shall not be necessary that, in any financial year of
the Corporation, a majority of the meetings of the board be held at a place
within Canada.
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4.11 Calling of Meetings - Meetings of the board shall be held from time to
time at such time and at such place as the chairman of the board, the managing
director, the president, or any director may determine.
4.12 Notice of Meeting - Notice of the time and place of each meeting of the
board shall be given in the manner provided in section 12.01 to each director
not less than 48 hours before the time of the 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. A director may in any manner and at any time waive a notice of a
meeting of the board. Attendance of a director at a meeting of directors is a
waiver of notice of the meeting except where a director attends a meeting for
the express purpose of objecting to the transaction of any business on the
grounds that the meeting is not lawfully called.
4.13 First Meeting of New Board - Provided a quorum of directors is present,
each newly elected board may without notice hold its first meeting immediately
following the meeting of shareholders at which such board is elected.
4.14 Adjourned Meeting - Notice of an adjourned meeting of the board is not
required to be given if the time and place of the adjourned meeting is
announced at the original meeting.
4.15 Regular Meetings - The board may appoint a day or days in any month or
months for regular meetings of the board at a place and hour to be named. A
copy of any resolution of the board fixing the place and time of such regular
meetings shall be sent to each director forthwith after being passed, but no
other notice shall be required for any such regular meeting except where the
Act requires the purpose thereof or the business to be transacted thereat to be
specified.
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4.16 Chairman - The chairman of any meeting of the board shall be the first
mentioned of such of the following officers as have been appointed and who is a
director and is present at the meeting: chairman of the board, managing
director, 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.
4.17 Votes to Govern - At all meetings of the board every question shall be
decided by a majority of the votes cast on the question. In case of an
equality of votes the chairman of the meeting shall be entitled to a second or
casting vote.
4.18 Conflict of Interest - A director or officer who is a party to, or who is
a director or officer of or has a material interest in any person who is a
party to, a material contract or transaction or proposed material contract or
transaction with the Corporation shall disclose the nature and extent of his
interest at the time and in the manner provided by the Act. Any such contract
or transaction or proposed contract or transaction shall be referred to the
board or the shareholders for approval even if such contract is one that in the
ordinary course of the Corporation's business would not require approval by the
board or the shareholders, and a director interested in a contract so referred
to the board shall not vote on any resolution to approve the same except as
provided by the Act.
4.19 Remuneration and Expenses - Subject to the articles or any unanimous
shareholder agreement, the directors shall be paid such remuneration for their
services as the board may from time to time determine. The directors shall
also be entitled to be reimbursed for travelling and other expenses properly
incurred by them in attending meetings of the board or any committee thereof.
Nothing herein contained shall preclude any director from serving the
Corporation in any other capacity and receiving remuneration therefor.
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Section Five
COMMITTEES
5.01 Committee of Directors - The board may appoint from its members one or
more committees of directors, however designated, and delegate to any such
committee any of the powers of the board except those which, under the Act, a
committee of directors has no authority to exercise. A majority of the members
of any such committee shall be resident Canadians.
5.02 Transaction of Business - Subject to the provisions of section 4.09, the
powers of a committee of directors may be exercised by a meeting at which a
quorum of the committee is present or by resolution in writing signed by all
the members of such committee who would have been entitled to vote on that
resolution at a meeting of the committee. Meetings of such committee may be
held at any place within or outside Ontario.
5.03 Advisory Bodies - The board may from time to time appoint such advisory
bodies as it may deem desirable.
5.04 Procedure - Unless otherwise determined by the board, each committee and
advisory body 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.
5.05 Audit Committee - If the Corporation is an offering corporation, the board
shall elect annually from among its number an audit committee to be composed of
not fewer than 3 directors of whom a majority shall not be officers or
employees of the Corporation or any of its affiliates. The audit committee
shall have the powers and duties provided in the Act.
Section Six
OFFICERS
6.01 Appointment - Subject to the articles or any unanimous shareholder
agreement, the board may from time to time appoint a
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president, one or more vice-presidents (to which title may be added words
indicating seniority or function), a secretary, a treasurer and such other
officers as the board may determine, including one or more assistants to any of
the officers so appointed. The board may specify the duties of and, in
accordance with this by-law and subject to the provisions of the Act, delegate
to such officers powers to manage the business and affairs of the Corporation.
Subject to sections 6.02 and 6.03, an officer may but need not be a director
and one person may hold more than one office.
6.02 Chairman of the Board - The board may from time to time also appoint a
chairman of the board who shall be a director. If appointed, the board may
assign to him any of the powers and duties that are by any provisions of this
by-law capable of being assigned to the managing director or to the president;
and he shall, subject to the provisions of the Act, have such other powers and
duties as the board may specify. During the absence or disability of the
chairman of the board, his duties shall be performed and his powers exercised
by the managing director, if any, or by the president.
6.03 Managing Director - The board may from time to time appoint a managing
director who shall be a resident Canadian and a director. If appointed, he
shall be the chief executive officer and, subject to the authority of the
board, shall have general supervision of the business and affairs of the
Corporation; and he shall, subject to the provisions of the Act, have such
other powers and duties as the board may specify. During the absence or
disability of the president, or if no president has been appointed, the
managing director shall also have the powers and duties of that office.
6.04 President - The board may from time to time appoint a president. If
appointed, the president shall be the chief operating officer if no managing
director has been appointed, and, subject to the authority of the board, shall
have general supervision of the business of the Corporation; and he shall have
such other powers and duties as the board may specify. During the absence or
disability of the managing director, or if no managing director has been
appointed, the president shall also have the powers and duties of that office.
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6.05 Vice-President - The board may from time to time appoint one or more
vice-presidents. Any vice-president so appointed shall have such powers and
duties as the board or the chief executive officer may specify.
6.06 Secretary - The board may from time to time appoint a secretary. If so
appointed, the secretary shall attend and be the secretary of all meetings of
the board, shareholders and committees of the board and shall enter or cause to
be entered in records kept for that purpose minutes of all proceedings thereat;
he shall give or cause to be given, as and when instructed, all notices to
shareholders, directors, officers, auditors and members of committees of the
board; 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 instruments belonging to the Corporation, except
when some other officer or agent has been appointed for that purpose; and he
shall have such other powers and duties as the board or the chief executive
officer may specify.
6.07 Treasurer - The board may from time to time appoint a treasurer. If so
appointed, the treasurer shall keep proper accounting records in compliance
with the Act and shall be responsible for the deposit of money, the safekeeping
of securities and the disbursement of the funds of the Corporation; he shall
render to the board whenever required an account of all his transactions as
treasurer and of the financial position of the Corporation; and he shall have
such other powers and duties as the board or the chief executive officer may
specify.
6.08 Powers and Duties of Other Officers - The powers and duties of all other
officers shall be such as the terms of their engagement call for or as the
board or the chief executive officer may specify. Any of the powers and duties
of an officer to whom an assistant has been appointed may be exercised and
performed by such assistant, unless the board or the chief executive officer
otherwise directs.
6.09 Variation of Powers and Duties - The board may from time to time and
subject to the provisions of the Act, vary, add to or limit the powers and
duties of any officer.
6.10 Term of Office - The board, in its discretion, may remove any officer of
the Corporation, without prejudice to such officer's rights under any
employment contract. Otherwise each
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officer appointed by the board shall hold office until his successor is
appointed, or until his earlier resignation or death.
6.11 Terms of Employment and Remuneration - The terms of employment and the
remuneration of officers appointed by the board shall be settled by it from
time to time.
6.12 Conflict of Interest - An officer shall disclose his interest in any
material contract or transaction or proposed material contract or transaction
with the Corporation in accordance with section 4.18.
6.13 Agents and Attorneys - The board shall have power from time to time to
appoint agents or attorneys for the Corporation in or outside Canada with such
powers of management or otherwise (including the power to sub-delegate) as may
be thought fit.
6.14 Fidelity Bonds - The board may require such officers, employees and agents
of the Corporation as the board deems advisable to furnish bonds for the
faithful discharge of their powers and duties, in such form and with such
surety as the board may from time to time determine.
Section Seven
PROTECTION OF DIRECTORS, OFFICERS AND OTHERS
7.01 Limitation of Liability - Every director and officer of the Corporation in
exercising his powers and discharging his duties shall act honestly and in good
faith with a view to the best interests of the Corporation and exercise the
care, diligence and skill that a reasonably prudent person would exercise in
comparable circumstances. Subject to the foregoing, no director or officer
shall be liable for the acts, receipts, neglect or default of any other
director or officer or employee, or for joining in any receipt or other act for
conformity, or for any loss, damage or expense happening to the Corporation
through the insufficiency or deficiency of title to any property acquired for
or on behalf of the Corporation, or for the insufficiency or deficiency of any
security in or upon which any of the moneys of the Corporation shall be
invested, or for any loss or damage arising from the bankruptcy, insolvency or
tortious acts of any person with whom any of the moneys, securities or effects
of the
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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 wilful neglect or
default; provided that nothing herein shall relieve any director or officer
from the duty to act in accordance with the Act and the regulations thereunder
or from liability for any breach thereof.
7.02 Indemnity - Subject to the limitations contained in the Act, the
Corporation shall indemnify a director or officer, a former director or
officer, or a person who acts or acted at the Corporation's request as a
director or officer of a body corporate of which the Corporation is or was a
shareholder or creditor (or a person who undertakes or has undertaken any
liability on behalf of the Corporation or any such body corporate) and his
heirs and legal representatives, against all costs, charges and expenses,
including an amount paid to settle an action or satisfy a judgment, reasonably
incurred by him in respect of any civil, criminal or administrative action or
proceeding to which he is made a party by reason of being or having been a
director or officer of the Corporation or such body corporate, if
(a) he acted honestly and in good faith with a view to the
best interests of the Corporation; and
(b) in the case of a criminal or administrative action or
proceeding that is enforced by a monetary penalty, he had
reasonable grounds for believing that his conduct was lawful.
The Corporation shall also indemnify such person in such other circumstances as
the Act permits or requires.
7.03 Insurance - Subject to the limitations contained in the Act, the
Corporation may purchase and maintain insurance for the benefit of any person
referred to in section 7.02 hereof.
Section Eight
SHARES
8.01 Allotment - Subject to the provisions of the Act, the articles and any
unanimous shareholder agreement, the board may from time to time grant options
to purchase or allot the whole or any part of the authorized and unissued
shares of the Corporation at
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such times and to such persons and for such consideration as the board shall
determine, provided that no share shall be issued until it is fully paid as
prescribed by the Act.
8.02 Commissions - The board may from time to time authorize the Corporation to
pay a reasonable commission to any person in consideration of his purchasing or
agreeing to purchase shares of the Corporation from the Corporation or from any
other person, or procuring or agreeing to procure purchasers for any such
shares.
8.03 Registration of Transfer - Subject to the provisions of the Act, no
transfer of shares shall be registered in a securities register except upon
presentation of the certificate representing such shares with a transfer
endorsed thereon or delivered therewith duly executed by an appropriate person
as provided by the Act, together with such reasonable assurance that the
endorsement is genuine and effective as the board may from time to time
prescribe, upon payment of all applicable taxes and any fees prescribed by the
board, upon compliance with such restrictions on transfer as are authorized by
the articles and upon satisfaction of any lien referred to in the articles or
by-laws of the Corporation for a debt of the shareholder to the Corporation.
8.04 Transfer Agents and Registrars - 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 more branch registrars to
maintain branch securities 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.
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8.05 Non-Recognition of Trusts - Subject to the provisions of the Act, the
Corporation shall treat the registered holder of a security as the person
exclusively entitled to vote, to receive notices, to receive any interest,
dividend or other payments in respect of such security, and otherwise to
exercise all the rights and powers of an owner of such security.
8.06 Share Certificates - Every holder of one or more shares of the Corporation
shall be 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 series of shares held by him as
shown on the securities register. Share certificates and acknowledgments of a
shareholder's right to a share certificate, respectively, shall be in such form
as the board shall from time to time approve. Any share certificate shall be
signed in accordance with section 2.04 and need not be under the corporate
seal; provided that, unless the board otherwise determines, certificates
representing shares in respect of which a transfer agent and/or registrar has
been appointed shall not be valid unless countersigned by or on behalf of such
transfer agent and/or registrar. The signature of one of the signing officers
or, in the case of share certificates which are not valid unless countersigned
by or on behalf of a transfer agent and/or registrar, the signatures of both
signing officers, may be printed or mechanically reproduced in facsimile upon
share certificates and every such facsimile signature shall for all purposes be
deemed to be the signature of the officer whose signature it reproduces and
shall be binding upon the Corporation. A share certificate executed as
aforesaid shall be valid notwithstanding that one or both of the officers whose
facsimile signature appears thereon no longer holds office at the date of issue
of the certificate.
8.07 Replacement of Share Certificates - The board or any officer or agent
designated by the board may in its or his
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discretion direct the issue of a new share certificate in lieu of and upon
cancellation of a share certificate that has been mutilated or in substitution
for a share certificate claimed to have been lost, destroyed or wrongfully
taken if the owner:
(a) so requests before the Corporation has notice that the
security has been acquired by a bona fide purchaser;
(b) furnishes the Corporation with an indemnity bond sufficient, in the
opinion of the board, to protect the Corporation and any transfer
agent, registrar or other agent of the Corporation from any loss
that the Corporation or any of them may suffer by complying with
the request to issue the new share certificate; and
(c) satisfies any other reasonable requirements imposed by the
Corporation from time to time, whether generally or in any
particular case.
8.08 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 or written acknowledgment referred to in section 8.06 in respect
thereof, and delivery of such certificate to one of such persons shall be
sufficient delivery to all of them. Any one of such persons may give effectual
receipts for the certificate issued in respect thereof or for any dividend,
bonus, return of capital or other money payable or warrant issuable in respect
of such share.
8.09 Deceased Shareholders - In the event of the death of a holder, or of one
of the joint holders, of any share, the Corporation shall not be required to
make any entry in the securities register in respect thereof or to make payment
of any dividends thereon except upon production of all such documents as may be
required by law and upon compliance with the reasonable requirements of the
Corporation and its transfer agents.
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Section Nine
DIVIDENDS AND RIGHTS
9.01 Dividends - The board may from time to time declare dividends payable to
the shareholders according to their respective rights and interests in the
Corporation. Dividends may be paid by issuing fully paid shares of the
Corporation and, subject to the provisions of the Act, in money or property.
9.02 Dividend Cheques - A dividend payable in cash shall be paid by cheque
drawn on the Corporation's bankers or one of them to the order of each
registered holder of shares of the class or series in respect of which it has
been declared and mailed by prepaid ordinary mail to such registered holder at
his recorded address, unless such holder otherwise directs. In the case of
joint holders the cheque shall, unless such joint holders otherwise direct, be
made payable to the order of all of such joint holders and mailed to them at
their recorded address. The mailing of such cheque as aforesaid, unless the
same is not paid on due presentation, shall satisfy and discharge the liability
for the dividend to the extent of the sum represented thereby plus the amount
of any tax which the Corporation is required to and does withhold.
9.03 Non-Receipt of Cheques - In the event of non-receipt of any dividend
cheque by the person to whom it is sent as aforesaid, the Corporation shall
issue to such person a replacement cheque for a like amount on such terms as to
indemnity, reimbursement of expenses and evidence of non-receipt and of title
as the board may from time to time prescribe, whether generally or in any
particular case.
9.04 Record Date for Dividends and Rights - The board may fix in advance a
date, preceding by not more than 50 days the date for the payment of any
dividend or the date for the issue of any warrant or other evidence of right to
subscribe for securities of the Corporation, as a record date for the
determination of the persons entitled to receive payment of such dividend or to
exercise the right to subscribe for such securities, provided that, unless
notice of the record date is waived in writing by every holder of a share of
the class or series affected whose name is
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set out in the securities register at the close of business on the day the
directors fix the record date, notice of any such record date shall be given
not less than 7 days before such record date, by newspaper advertisement in the
manner provided in the Act and by written notice to each stock exchange in
Canada on which the shares of the Corporation are listed for trading. Where no
record date is fixed in advance as aforesaid, the record date for the
determination of the persons entitled to receive payment of any dividend or to
exercise the right to subscribe for securities of the Corporation shall be at
the close of business on the day on which the resolution relating to such
dividend or right to subscribe is passed by the board.
9.05 Unclaimed Dividends - Any dividend unclaimed after a period of 6 years
from the date on which the same has been declared to be payable shall be
forfeited and shall revert to the Corporation.
Section Ten
MEETINGS OF SHAREHOLDERS
10.01 Annual Meetings - Subject to section 10.19, the board shall call an
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, for the purpose of considering
the financial statements and reports required by the Act to be placed before
the annual meeting, electing directors, appointing auditors and for the
transaction of such other business as may properly be brought before the
meeting.
10.02 Special Meetings - The board shall have power to call a special meeting
of shareholders at any time.
10.03 Place of Meetings - Meetings of shareholders shall be held at such place
in or outside Ontario as the board determines or, in the absence of such a
determination, at the place where the registered office of the Corporation is
located.
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10.04 Notice of Meetings - Notice of the time and place of each meeting of
shareholders shall be given in the manner provided in section 12.01
(a) if the Corporation is an offering corporation, not less than 21 days;
and
(b) if the Corporation is not an offering corporation, not less than 10
days;
but, in either case, not more than 50 days before the date of the meeting, to
each director, to the auditor and to each shareholder who at the close of
business on the record date for notice is entered in the securities register as
the holder of one or more shares carrying the right to vote at the meeting.
Notice of a meeting of shareholders called for any purpose other than
consideration of the financial statements and auditor's report, election of
directors and reappointment of the incumbent auditor shall state or be
accompanied by a statement of the nature of such business in sufficient detail
to permit the shareholder to form a reasoned judgment thereon, and the text of
any special resolution or by-law to be submitted to the meeting. A shareholder
and any other person entitled to attend a meeting of shareholders may in any
manner and at any time waive notice of or otherwise consent to a meeting of
shareholders.
10.05 List of Shareholders Entitled to Notice - For every meeting of
shareholders, the Corporation shall prepare a list of shareholders entitled to
receive notice of the meeting, arranged in alphabetical order and showing the
number of shares entitled to vote at the meeting held by each shareholder. If
a record date for the meeting is fixed pursuant to section 10.06, the
shareholders listed shall be those registered at the close of business on such
record date. If no record date is fixed, the shareholders listed shall be
those registered at the close of business on the day immediately preceding the
day on which notice of the meeting is given, or where no such notice is given,
on the day on which the meeting is held. The list shall be available for
examination by any shareholder during usual business hours at the registered
office of the Corporation or at the place where the central securities register
is maintained and at the meeting for which the list was prepared. Where a
separate list of
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shareholders has not been prepared, the names of persons appearing in the
securities register at the requisite time as the holder of one or more shares
carrying the right to vote at such meeting shall be deemed to be a list of
shareholders.
10.06 Record Date for Notice - The board may fix in advance a date, preceding
the date of any meeting of shareholders by not more than 50 days and not less
than 21 days, as a record date for the determination of the shareholders
entitled to notice of the meeting. If a record date is fixed, unless notice
thereof is waived in writing by every holder of a share of the class or series
affected whose name is set out in the share register at the close of business
on the day the directors fix the record date, notice thereof shall, not less
than seven days before the date so fixed, be given in the manner provided in
the Act. If no record date is so fixed, the record date for the determination
of the shareholders entitled to receive notice of the meeting shall be the
close of business on the day immediately preceding the day on which the notice
is given or if no notice is given, the day on which the meeting is held.
10.07 Meetings without Notice - A meeting of shareholders may be held without
notice at any time and place permitted by the Act:
(a) if all the shareholders entitled to vote thereat are present in
person or represented by proxy or if those not present or
represented by proxy waive notice of or otherwise consent to such
meeting being held; and
(b) if the auditors and the directors are present or waive notice of or
otherwise consent to such meeting being held.
At such a meeting any business may be transacted which the Corporation at a
meeting of shareholders may transact.
10.08 Chairman, Secretary and Scrutineers - The president, or in his absence, a
vice-president who is a director shall preside as chairman at a meeting of
shareholders. If there is no president or such a vice-president or if at a
meeting none of them is present within 15 minutes after the time appointed for
the
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holding of the meeting, the shareholders present and entitled to vote shall
choose a person from their number to be the chairman. If the secretary of the
Corporation is absent, the chairman shall appoint some person, who need not be
a shareholder, to act as secretary of the meeting. If desired, one or more
scrutineers, who need not be shareholders, may be appointed by a resolution or
by the chairman with the consent of the meeting.
10.09 Persons Entitled to be Present - The only persons entitled to be present
at a meeting of shareholders shall be those entitled to vote thereat, the
directors and auditors of the Corporation and others who, although not entitled
to vote, are entitled or required under any provision of the Act or the
articles or by-laws to be present at the meeting. Any other person may be
admitted only on the invitation of the chairman of the meeting or with the
consent of the meeting.
10.10 Quorum - Subject to the Act in respect of a sole shareholder, a quorum
for the transaction of business at any meeting of shareholders shall be two
persons present in person, each being a shareholder entitled to vote thereat or
a duly appointed proxyholder or representative for a shareholder so entitled.
If a quorum is present at the opening of any meeting of shareholders, the
shareholders present or represented may proceed with the business of the
meeting notwithstanding that a quorum is not present throughout the meeting.
If a quorum is not present at the time appointed for the meeting or within a
reasonable time thereafter as the shareholders may determine, the shareholders
present or represented may adjourn the meeting to a fixed time and place but
may not transact any other business.
10.11 Right to Vote - Subject to the provisions of the Act as to authorized
representatives of any other body corporate, at any meeting of shareholders in
respect of which the Corporation has prepared the list referred to in section
10.05, every person who is named in such list shall be entitled to vote the
shares shown thereon opposite his name, except:
(a) where the Corporation has fixed a record date in respect
of such meeting pursuant to section 10.06, to the extent that any
such person has transferred any of his shares after such record
date and the transferee either pro-
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duces properly endorsed share certificates or otherwise establishes
that he owns such shares and demands, not later than 10 days before
the meeting, that his name be included in the list before the
meeting; or
(b) where the Corporation has not fixed a record date in respect of
such meeting pursuant to section 10.06, to the extent that any such
person has transferred any of his shares after the date on which
the list referred to in section 10.05 is prepared and the
transferee, either produces properly endorsed share certificates or
otherwise establishes that he owns such shares and demands, not
later than 10 days before the meeting, that his name be included in
the list before the meeting,
in either of which cases the transferee is entitled to vote his shares at the
meeting.
In the absence of a list prepared as aforesaid in respect of a meeting of
shareholders, every person shall be entitled to vote at the meeting whose name
appears in the securities register as the holder of one or more shares carrying
the right to vote at such meeting.
10.12 Proxies - Every shareholder entitled to vote at a meeting of shareholders
may by means of a proxy appoint a proxyholder, or one or more alternate
proxyholders, who need not be shareholders, as his nominees to attend and act
at the meeting in the manner, to the extent and with the authority conferred by
the proxy. A proxy shall be executed by the shareholder or his attorney
authorized in writing or, if the shareholder is a body corporate, by an officer
or attorney thereof duly authorized. Every form of proxy shall comply with the
regulations to the Act.
10.13 Time for Deposit of Proxies - The board may by resolution fix a time not
exceeding 48 hours, excluding Saturdays and holidays, preceding any meeting or
adjourned meeting of shareholders, before which time proxies to be used at that
meeting must be deposited with the Corporation or an agent thereof, and any
period of time so fixed shall be specified in the notice calling the meeting.
A proxy shall be acted upon only if, prior to the time so specified, it shall
have been deposited with the
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Corporation or an agent thereof specified in such notice or, if no such time is
specified in such notice, unless it has been received by the secretary of the
Corporation or by the chairman of the meeting or any adjournment thereof prior
to the time of voting.
10.14 Joint Shareholders - If two or more persons hold shares jointly, any one
of the them present in person or represented by proxy at a meeting of
shareholders may, in the absence of the other or others, vote the shares; but
if two or more of those persons are present in person or represented by proxy
and vote, they shall vote as one on the shares jointly held by them.
10.15 Votes to Govern - At any meeting of shareholders every question shall,
unless otherwise required by the articles or by-laws or by law, be determined
by the majority of the votes cast on the question. In case of an equality of
votes, the chairman presiding at the meeting shall be entitled to a second or
casting vote.
10.16 Show of Hands - Subject to the provisions of the Act, any question at a
meeting of shareholders shall be decided by a show of hands unless a ballot
thereon is required or demanded as hereinafter provided. Upon a show of hands
every person who is present and entitled to vote shall have one vote. Whenever
a vote by show of hands shall have been taken upon a question, unless a ballot
thereon is so required or demanded, a declaration by the chairman of the
meeting that the vote upon the question 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 proof of the fact without proof of the
number or proportion of the votes recorded in favour of or against any
resolution or other proceeding in respect of the said question, and the result
of the vote so taken shall be the decision of the shareholders upon the said
question.
10.17 Ballots - On any question proposed for consideration at a meeting of
shareholders, and whether or not a show of hands has been taken thereon, any
shareholder or proxyholder entitled to vote at the meeting may require or
demand a ballot. A ballot so required or demanded shall be taken in such
manner as the chairman shall direct. A requirement or demand for a ballot may
be withdrawn at any time prior to the taking of the ballot. If a
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ballot is taken each person present shall be entitled, in respect of the shares
which he is entitled to vote at the meeting upon the question, to that number
of votes provided by the Act or the articles, and the result of the ballot so
taken shall be the decision of the shareholders upon the said question.
10.18 Adjournment - If a quorum is not present at the time appointed for a
meeting of shareholders or within such reasonable time thereafter as the
shareholders present may determine, the shareholders present may adjourn the
meeting to a fixed time and place but may not transact any other business. If
a meeting of shareholders is adjourned for less than 30 days, it shall not be
necessary to give notice of the adjourned meeting, other than by announcement
at the earliest meeting that is adjourned. If a meeting of shareholders is
adjourned by one or more adjournments for an aggregate of 30 days or more,
notice of the adjourned meeting shall be given as for an original meeting.
10.19 Resolution in Lieu of Meeting - Except where a written statement with
respect to the subject matter of the resolution is submitted by a director or
the auditors in accordance with the Act,
(a) a resolution in writing signed by all the shareholders
entitled to vote on that resolution at a meeting of shareholders
is as valid as if it had been passed at a meeting of the
shareholders; and
(b) a resolution in writing dealing with any matter required
by the Act to be dealt with at a meeting of shareholders, and
signed by all the shareholders entitled to vote at that meeting,
satisfies all the requirements of the Act relating to that meeting
of shareholders.
10.20 Only One Shareholder - Where the Corporation has only one shareholder or
only one holder of any class or series of shares, the shareholder present in
person or by proxy constitutes a meeting.
Section Eleven
DIVISIONS AND DEPARTMENTS
11.01 Creation and Consolidation of Divisions - The board may cause the
business and operations of the Corporation or any part thereof to be divided or
to be segregated into one or more divisions upon such basis, including without
limitation, character or
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type of operation, geographical territory, product manufactured or service
rendered, as the board may consider appropriate in each case. The board may
also cause the business and operations of any such division to be further
divided into sub-units and the business and operations of any such divisions or
sub-units to be consolidated upon such basis as the board may consider
appropriate in each case.
11.02 Name of Division - Any division or its sub-units may be designated by
such name as the board may from time to time determine and may transact
business under such name, provided that the Corporation shall set out its name
in legible characters in all contracts, invoices, negotiable instruments and
orders for goods or services issued or made by or on behalf of the Corporation.
11.03 Officers of Divisions - From time to time the board or, if authorized by
the board, the chief executive officer, may appoint one or more officers for
any division, prescribe their powers and duties and settle their terms of
employment and remuneration. The board or, if authorized by the board, the
chief executive officer, may remove at its or his pleasure any officer so
appointed, without prejudice to such officer's rights under any employment
contract. Officers of divisions or their sub-units shall not, as such, be
officers of the Corporation.
Section Twelve
NOTICES
12.01 Method of Giving Notice - Any notice (which term includes any
communication or document) to be given (which term includes sent, delivered or
served) pursuant to the Act, the regulations thereunder, the articles, the
by-laws or otherwise to a shareholder, director, officer, auditor or member of
a committee of the board 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 or air mail or if
sent to him at his recorded address by any means of prepaid transmitted or
recorded communication. A notice so delivered shall be deemed to have been
given when it is delivered personally or to the recorded address as aforesaid;
a notice so mailed shall be deemed to have been received on the fifth day after
mailing; 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, auditor or member of
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a committee of the board in accordance with any information believed by him to
be reliable.
12.02 Notice to Joint Shareholders - If two or more persons are registered as
joint holders of any share, any notice shall be addressed to all of such joint
holders but notice to one or such persons shall be sufficient notice to all of
them.
12.03 Computation of Time - In computing the date when notice must be given
under any provision requiring a specified number of days' notice of any meeting
or other event, "day" means a clear day and a period of days shall be deemed to
commence the day following the event that began the period and shall be deemed
to terminate at midnight of the last day of the period except that if the last
day of the period falls on a Sunday or holiday the period shall terminate at
midnight of the day next following that is not a Sunday or holiday.
12.04 Undelivered Notices - If any notice given to a shareholder pursuant to
section 12.01 is returned on three consecutive occasions because he cannot be
found, the Corporation shall not be required to give any further notices to
such shareholder until he informs the Corporation in writing of his new
address.
12.05 Omissions and Errors - The accidental omission to give any notice to any
shareholder, director, officer, auditor or member of a committee of the board
or the non-receipt of any notice by any such person or any error in any notice
not affecting the substance thereof shall not invalidate any action taken at
any meeting held pursuant to such notice or otherwise founded thereon.
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12.06 Persons Entitled by Death or Operation of Law - Every person who, by
operation of law, transfer, death of a shareholder or any other means
whatsoever, shall become entitled to any share, shall be bound by every notice
in respect of such share which shall have been duly given to the shareholder
from whom he derives his title to such share prior to his name and address
being entered on the securities register (whether such notice was given before
or after the happening of the event upon which he became so entitled) and prior
to his furnishing to the Corporation the proof of authority or evidence of his
entitlement prescribed by the Act.
12.07 Waiver of Notice - Any shareholder (or his duly appointed proxyholder),
director, officer, auditor or member of a committee of the board may at any
time waive the sending of any notice, or waive or abridge the time for any
notice, required to be given to him under any provision of the Act, the
regulations thereunder, the articles, the by-laws or otherwise and such waiver
or abridgement shall cure any default in the giving or in the time of such
notice, as the case may be. Any such waiver or abridgement shall be in writing
except a waiver of notice of a meeting of shareholders or of the board or a
committee of the board which may be given in any manner.
Section Thirteen
VOTING RIGHTS
13.01 VOTING RIGHTS IN OTHER CORPORATIONS: The proper signing officers of the
Corporation may execute and deliver instruments of proxy and arrange for the
issuance of voting certificates or other evidence of the right to exercise the
voting rights attaching to any securities held by the Corporation. Such
instruments, certificates or other evidence shall be in favor of such person or
persons as may be determined by the officers signing them or arranging
therefor. In addition, the board may from time to time direct the manner in
which or the person or persons by whom any particular voting rights or class of
voting rights may or shall be exercised.
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Section Fourteen
REPEAL
14.01 Repeal - By-law Number 1 of the Corporation is repealed as of the coming
into force of this by-law. Such repeal shall not affect the previous operation
of any by-law so repealed or affect the validity of any act done or right,
privilege, obligation or liability acquired or incurred under, or the validity
of any contract or agreement made pursuant to, or the validity of any articles
(as defined in the Act) or predecessor character documents of the Corporation
obtained pursuant to, or the validity of any articles (as defined in the Act)
or predecessor character documents of the Corporation obtained pursuant to, any
such by-law prior to its repeal. All officers and persons acting under any
by-law so repealed shall continue to act as if appointed under the provisions
of this by-law and all resolutions of the shareholders or the board or a
committee of the board with continuing effect passed under any repealed by-law
shall continue to be good and valid except to the extent inconsistent with this
by-law and until amended or repealed.
Section Fifteen
EFFECTIVE DATE
15.01 Effective Date - This by-law shall come into force when enacted by the
directors, subject to the Act.
ENACTED by the Board the 19th day of February, 1988.
WITNESS the corporate seal of the Corporation.
_________________________________ ___________________________________
President Secretary
c/s
CONFIRMED by the shareholders the 30th day of March, 1988.
___________________________________
Secretary
c/s