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EXHIBIT 3.8
ARTICLES OF ASSOCIATION
OF
VELTRI METAL PRODUCTS CO.
INTERPRETATION
1. In these Articles, unless there be something in the subject or
context inconsistent therewith:
(1) "Act" means the Companies Act (Nova Scotia);
(2) "Articles" means these Articles of Association of the
Company and all amendments hereto;
(3) "Company" means the company named above;
(4) "Designated Representative" means (a) with respect to a
L.L.C. which is a member, the manager or authorized member
of such LLC. designated by written notice sent to the
office of the Company; (b) with respect to a body
corporate which is a member, the individual authorized by
the body corporate to act as its representative and
designated by written notice sent to the office of the
Company; and (c) with respect to a trust which is a
member, the individual authorized by the Trustees thereof
to act as its representative shall be designated by
written notice sent to the office of the Company. The
Designated Representative shall be entitled to exercise
the same powers on behalf of the entity which the
individual represents as that entity could exercise if it
were an individual member. The authorization of a
Designated Representative may be revoked by written notice
deposited at the office of the Company;
(5) "director" means a director of the Company;
(6) "Memorandum" means the Memorandum of Association of the
Company and all amendments thereto;
(7) "month" means calendar month;
(8) "Office" means the registered office of the Company;
(9) "person" includes a body corporate;
(10) "proxyholder" includes an alternate proxyholder;
(11) "Register" means the register of members kept pursuant to
the Act and, where the context permits, includes a branch
register of shareholders;
(12) "Registrar" means the Registrar as defined in the Act;
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(13) "Secretary" includes any person appointed to perform the
duties of the Secretary temporarily;
(14) "shareholder" means member as that term is used in the Act in
connection with an unlimited company having share capital and,
where the context requires, means a shareholder acting through
its duly authorized officer or officers;
(15) "special resolution" has the meaning assigned by the Act;
(16) "in writing" and "written" includes printing, lithography and
other modes of representing or reproducing words in visible
form;
(17) words importing number or gender include all numbers and
genders unless the context otherwise requires.
2. The regulations in Table A in the First Schedule to the Act shall not
apply to the Company.
3. The shareholders may enter into and carry into effect or adopt and
carry into effect any agreement made by the promoters of the Company on
behalf of the Company and may agree to any modification in the terms of
any such agreement, either before or after its execution.
4. The shareholders may, out of the funds of the Company, pay all
expenses incurred for the incorporation and organization of the
Company.
5. The Company may commence business as soon after incorporation as the
shareholders think fit, notwithstanding that part only of the shares
has been allotted.
SHARES
6. The authorized capital of the Company consists of one million
(1,000,000) common shares without nominal or par value.
7. The shareholders shall control the shares subject to the restrictions
on transfer set forth in Article 12 hereof and all other provisions of
these Articles.
8. Save as herein otherwise provided, the Company may 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 required by statute, be bound to recognize any
equitable or other claim to or interest in such share on the part of
any other person.
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CERTIFICATES
9. Certificates of title to shares shall comply with the Act and may
otherwise be in such form as the shareholders may from time to time
determine. Every certificate of title to shares shall be signed
manually by the President and Secretary. All such certificates when
signed as provided in this Article shall be valid and binding upon the
Company.
10. Except as the shareholders may determine, each shareholder's shares may
be evidenced by any number of certificates so long as the aggregate of
the shares stipulated in such certificates equals the aggregate
registered in the name of the shareholder.
11. Any certificate that has become worn, damaged or defaced may, upon its
surrender to the Company, be cancelled and replaced by a new
certificate. Any certificate that has become lost or destroyed may be
replaced by a new certificate upon proof of such loss or destruction
to the satisfaction of the shareholders and the furnishing to the
Company of such undertakings of indemnity as the shareholders deem
adequate.
RESTRICTION ON TRANSFER OF SHARES
12. No share of any class or series shall be transferable directly or
indirectly. The Company shall decline to register any other purported
transfer of shares by any person in any circumstances.
PRIVATE COMPANY
13. The Company is a private company, and:
(1) no transfer of shares or prescribed securities of the
Company, other than the transfer by an individual who has
become a shareholder upon subscribing to the Memorandum on
incorporation of shares so subscribed, shall be effective;
(2) the number of holders of issued and outstanding prescribed
securities or shares of the Company, exclusive of persons who
are in the employment of the Company and exclusive of persons
who, having been formerly in the employment of the Company,
were, while in that employment, and have continued after
termination of that employment, to own at least one prescribed
security or share of the Company, shall not exceed 50 in
number, two or more persons or companies who are the joint
registered owners of one or more prescribed securities or
shares being counted as one holder, and
(3) the Company shall not invite the public to subscribe for any
of its securities.
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In this Article "private company" and "securities" have the meanings
ascribed to those terms in the Securities Act (Nova Scotia), and
"prescribed security" means any of the securities prescribed by the Nova
Scotia Securities Commission from time to time for the purpose of the
definition of "private company" in the Securities Act (Nova Scotia).
INCREASE AND REDUCTION OF CAPITAL
14. Subject to the Act, the Company may by resolution of its shareholders
increase its share capital by the creation of new shares of such amount as
the shareholders think expedient.
15. Subject to the Act and the restrictions on transferability in these
Articles, the new shares may be issued upon such term and conditions and
with such rights, privileges, limitations, restrictions and conditions
attached thereto as the Company by resolution of its shareholders
determines.
16. Except 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.
17. Except for the redemption, repurchase or acquisition of preference shares,
the Company shall not reduce its share capital in any way and, without
limiting the generality of the foregoing shall not redeem, repurchase or
acquire any shares of any class or series in the Company.
CLASSES AND SERIES OF SHARES
18. Subject to the Act, 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 with such
restrictions, whether in regard to dividends, voting, return of share
capital or otherwise, as the Company may from time to time determine by
special resolution.
MEETING AND VOTING BY CLASS OR SERIES
19. Where the holders of shares of a class or series have, under the Act, the
Memorandum, the terms or conditions attaching to such shares or otherwise,
the right to vote separately as a class in respect of any matter then,
except as provided in the Act, the Memorandum, these Articles, or such
terms or conditions, all the provisions in these Articles concerning
general meetings (including without limitation, provisions respecting
notice, quorum and procedure) shall, mutatis mutandis, apply to every
meeting of holders of such class or series of shares convened for the
purpose of such vote.
20. Unless the rights, privileges, terms or conditions attached to a class or
series of shares provide otherwise, such class or series of shares shall
not have the right to vote separately as a class or series upon an
amendment to these Articles to:
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(1) increase or decrease any maximum number of authorized shares of such
class of series, or increase any maximum number of authorized shares
of a class or series having rights or privileges equal or superior to
the shares of such class or series;
(2) effect an exchange, reclassification or cancellation of all or part of
the shares of such class or series; or
(3) create a new class or series of shares equal or superior to the
shares of such class or series.
BORROWING POWERS
21. The shareholders on behalf of the Company may:
(1) raise or borrow money for the purposes of the Company or any of them;
(2) secure, subject to the sanction of a special resolution of the
Shareholders where required by the Act, the repayment of funds
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 other securities of the Company secured by
mortgage or other charge upon all or any part of the property
of the Company, both present and future including its
uncalled capital for the time being;
(3) sign or endorse bills, notes, acceptances, cheques, contracts,
and other evidence of or securities for funds borrowed or to be
borrowed for the purposes aforesaid;
(4) pledge debentures as security for loans;
(5) guarantee obligations of any person.
22. Bonds, debentures and other debt securities (but not shares or
securities convertible into shares) may be made assignable, free from
any equities between the Company and the person to whom such securities
were issued.
23. Any bonds, debentures and other securities may be issued at a discount,
premium or otherwise and with special privileges as to redemption,
surrender, drawings, allotment of shares and other matters.
GENERAL MEETINGS
24. Ordinary general meetings of the Company shall be held at least once in
every calendar year at such time and place as may be determined by the
shareholders and not later than 15 months after the preceding ordinary
general meeting. All other meetings of the Company shall be
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called special general meetings. Ordinary or special general meetings
may be held either within or without the Province of Nova Scotia.
25. Any shareholder may at any time convene a special general meeting.
26. At least seven clear days' notice, or such longer period of notice as
may be required by the Act, of every general meeting, specifying the
place, day and hour of the meeting and, when special business is to be
considered, the general nature of such business, shall be given to the
shareholders entitled to be present at such meeting by notice given as
permitted by these Articles. With the consent in writing of all the
shareholders entitled to vote at such meeting, a meeting may be
convened by a shorter notice and in any manner they think fit or
notice of the time, place and purpose of the meeting may be waived by
all of the shareholders.
27. When it is proposed to pass a special resolution, the two meetings may
be convened by 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 requisite majority at the first meeting.
28. The accidental omission to give notice to a shareholder, or non-receipt
of notice by a shareholder, shall not invalidate any resolution passed
at any general meeting.
PROCEEDINGS AT GENERAL MEETINGS
29. The business of an ordinary general meeting shall be to receive and
consider the financial statements of the Company and the report of the
directors and the report, if any, of the auditors, 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.
30. No business shall be transacted at any general meeting unless the
requisite quorum is present at the commencement of the business. A
shareholder of the Company that has a duly authorized agent or
Designated Representative present at any such meeting shall, for the
purpose of this Article, be deemed to be personally present at such
meeting.
31. One person, being a proxyholder or Designated Representative of a
shareholder, present and entitled to vote shall constitute a quorum for
a general meeting, and may hold a meeting.
32. The shareholders present entitled to vote at the meeting shall choose
one of their number to be chairman.
33. Subject to the Act, at any general meeting a resolution put to the
meeting shall be decided by a show of hands unless, either before or on
the declaration of the result of the show of hands, a poll is demanded
by the chairman, a shareholder or a proxyholder, and unless a poll is
so demanded, a declaration by the chairman that the resolution has been
carried, carried by a particular majority, lost or not carried by a
particular majority and an entry to that effect in
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the Company's book of proceedings shall be conclusive evidence of the
fact without proof of the number or proportion of the votes recorded
in favour or against such resolution.
34. When a poll is demanded, it shall be taken in such manner and at such
time and place as the chairman of the meeting directs, and either at
once or after an interval or adjournment or otherwise. The result of
the poll shall be the resolution of the meeting at which the poll was
demanded. The demand of a poll may be withdrawn. When any dispute
occurs over the admission or rejection of a vote, it shall be resolved
by the chairman and such determination made in good faith shall be
final and conclusive.
35. The chairman of the meeting shall not have a casting vote in addition
to any vote or votes that the chairman has as a shareholder.
36. The chairman of a general meeting may with the consent of the meeting
adjourn the meeting 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 that was adjourned.
37. Any poll demanded on the election of a chairman or on a question of
adjournment shall be taken forthwith without adjournment.
38. 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 SHAREHOLDERS
39. Subject to the Act
(1) on a show of hands every shareholder, including every duly
authorized representative of a shareholder, and, if not prevented
from voting by the Act, every proxyholder, shall have one vote;
and
(2) on a poll every shareholder, including every duly authorized
representative of a shareholder, and every proxyholder, shall
have one vote for every share held.
40. Votes may be cast by proxy or, in the case of a corporate shareholder,
by a representative duly authorized under the Act or by a Designated
Representative duly authorized under these Articles.
41. A proxy shall be in writing and executed in the manner provided in the
Act. A proxy or other authority of a corporate shareholder does not
require its seal.
42. 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 at the Office of the Company or at such
other place as the directors may direct. The directors may, by
resolution,
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fix a time not exceeding 48 hours excluding Saturdays and holidays
preceding any meeting or adjourned meeting before which time proxies to
be used at that meeting must be deposited with the Company at its
Office or with an agent of the Company. Notice of the requirement for
depositing proxies shall be given in the notice calling the meeting.
The chairman of the meeting shall determine all questions as to
validity of proxies and other instruments of authority.
43. A vote given in accordance with the terms of a proxy shall be valid
notwithstanding the revocation of the proxy provided no intimation in
writing of the revocation is received at the Office of the Company
before the meeting or by the chairman of the meeting before the vote is
given.
44. 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 satisfies all of the requirements of the Act respecting
meetings of shareholders.
SHAREHOLDERS' MANAGEMENT
45. The business and affairs of the Company shall be managed by the
shareholders exclusively in their membership capacity, and any document
or act which is signed or done by any shareholder or shareholders on
behalf of the Company shall bind the Company.
46. The shareholders shall cause minutes to be entered in books designated
for the purpose:
(1) of any appointment of an officer of the Company;
(2) of the names of persons present at each meeting of the
shareholders and of any committees thereof;
(3) of all orders made by the shareholders;
(4) of all resolutions and proceedings of meetings of shareholders;
47. No shareholder shall be disqualified by reason of the management duties
and responsibilities conferred by these Articles 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
shareholder is in any way interested, either directly or indirectly, be
avoided, nor shall any shareholder 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 shareholder
carrying out duties and responsibilities.
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DIRECTORS
48. The directors shall exercise only such powers and authorities as are
expressly conferred upon them by and shall be subject only to such
obligations and liabilities as are imposed upon them by, the Act or
these Articles and in particular the directors shall have the
following ministerial powers and responsibilities:
(1) to convene a meeting of the Company if requisitioned by
shareholders in accordance with the Act;
(2) to fix a time before which time proxies to be used at a meeting
of the Company must be deposited with the Company;
(3) to furnish the shareholders a statement showing the remuneration
of the directors during the last preceding three years if
required in accordance with the Act;
(4) if the members fail to appoint or unanimously waive the
appointment of an auditor at an ordinary meeting, to appoint an
auditor of the Company to hold office until the next ordinary
meeting, and to fill any casual vacancy in the office of the
auditor,
(5) to notify the auditor of any significant mis-statement, of which
the directors become aware, in a financial statement that the
auditor has reported upon, and to prepare and issue revised
financial statements or otherwise inform the shareholders and any
debenture holder of the Company;
(6) to send to the shareholders financial statements together with
the report of the auditor of the Company, if any, as required by
the Act; and
(7) to approve the financial statements of the Company by signing the
foot of the balance sheet.
49. Unless otherwise determined by resolution of shareholders, the number
of directors shall not be less than one or more than seven.
50. The continuing directors may act notwithstanding any vacancy in their
body.
51. A director may, in conjunction with the office of director, and on
such terms as to remuneration and otherwise as the shareholders
arrange or determine, hold any other office or place of profit under
the Company or under any company in which the Company is a shareholder
or is otherwise interested.
52. The office of a director shall ipso facto be vacated, if the director:
(1) becomes bankrupt or makes an assignment for the benefit of
creditors;
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(2) is, or is found by a court of competent jurisdiction to be, of
unsound mind,
(3) by notice in writing to the Company, resigns the office of
director, or
(4) is removed in the manner provided by these Articles.
53. No director shall be disqualified by holding the office of director 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 is in any way interested, either directly or indirectly, be
avoided, 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, provided the director
makes a declaration or gives a general notice in accordance with the Act.
No director shall, as a director, vote in respect of any contract or
arrangement in which the director is so interested, and if the director
does so vote, such vote shall not be counted. This prohibition may at any
time or times be suspended or relaxed to any extent by a resolution of the
shareholders and 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.
ELECTION OF DIRECTORS
54. At the dissolution of every ordinary general meeting at which their
successors are elected, all the directors shall retire from office and be
succeeded by the directors elected at such meeting. Retiring directors
shall be eligible for re-election.
55. 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.
56. The Company may by resolution of its shareholders elect any number of
directors permitted by these Articles and may determine or alter their
qualification.
57. The Company may, by special resolution or in any other manner permitted by
statute, remove any director before the expiration of such director's
period of office and may, if desired, appoint a replacement to hold office
during such time only as the director so removed would have held office.
PRESIDENT AND VICE-PRESIDENTS
58. The shareholders shall elect the President of the Company, who need not be
a director, and may determine the period for which the President is to hold
office. The President shall have general supervision of the business of the
Company and shall perform such duties as may be
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assigned from time to time by the shareholders.
59. The shareholders may also elect vice-presidents, who need not be directors,
and may determine the periods for which they are to hold office. A
vice-president shall, at the request of the President or the shareholders
and subject to the directions of the shareholders, perform the duties of
the President during the absence, illness or incapacity of the President,
and shall also perform such duties as may be assigned by the President or
the shareholders.
SECRETARY AND TREASURER
60. The shareholders shall appoint a Secretary of the Company to keep minutes
of shareholders' and directors' meetings and perform such other duties as
may be assigned by the shareholders. The shareholders may also appoint a
temporary substitute for the Secretary who shall, for the purposes of these
Articles, be deemed to be the Secretary.
61. The shareholders may appoint a treasurer of the Company to carry out such
duties as the shareholders may assign.
OFFICERS
62. The shareholders may elect or appoint such other officers of the Company,
having such powers and duties, as they think fit.
63. If the shareholders so decide the same person may hold more than one of the
offices provided for in these Articles.
PROCEEDINGS OF DIRECTORS
64. The directors may meet together for the dispatch of business, adjourn and
otherwise regulate their meetings and proceedings, as they think fit, and
may determine the quorum necessary for the transaction of business. Until
otherwise determined, one director shall constitute a quorum and may hold a
meeting.
65. If all directors of the Company entitled to attend a meeting either
generally or specifically consent, 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 for purposes of these
Articles.
66. 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, the notices
to be given for such meetings and what meetings may be held without notice.
Unless otherwise provided by such arrangements:
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(1) A meeting of directors may be held at the close of every ordinary
general meeting of the Company without notice.
(2) Notice of every other directors' meeting may be given as
permitted by these Articles to each director at least two hours
before the time fixed for the meeting.
(3) A meeting of directors may be held without formal notice if all
the directors are present or if those absent have signified their
assent to such meeting or their consent to the business
transacted at such meeting.
67. Any director may at any time summon a meeting of the directors to be
held at the Office of the Company. A majority of the directors may at
any time summon a meeting of directors to be held elsewhere.
68. Questions arising at any meeting of directors shall be decided by a
majority of votes. The chairman of the meeting may vote as a director
but shall not have a second or casting vote.
69. At any meeting of directors the chairman shall receive and
count the vote of any director not present in person at such meeting on
any question or matter arising at such meeting whenever such absent
director has indicated by telegram, letter or other writing lodged
with the chairman of such meeting the manner in which the absent
director desires to vote on such question or matter and such question
or matter has been specifically mentioned in the notice calling the
meeting as a question or matter to be discussed or decided thereat. In
respect of any such question or matter so mentioned in such notice any
director may give to any other director a proxy authorizing such other
director to vote for such first named director at such meeting, and the
chairman of such meeting, after such proxy has been so lodged, shall
receive and count any vote given in pursuance thereof notwithstanding
the absence of the director giving such proxy
70. The directors present shall choose some one of their number to be
chairman of the meeting.
71. A meeting of the directors at which a quorum is present shall be
competent to exercise all or any of the authorities, powers and
discretions for the time being vested in or exercisable by the
directors generally.
72. All acts done at any meeting of the directors or by any person acting
as a director shall, notwithstanding that it is afterwards discovered
that there was some defect in the appointment of the director or person
so acting, 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.
73. 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.
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SOLICITORS
74. The Company may employ or retain solicitors any of whom may, at the
request or on the instruction of the shareholders, attend meetings of
the shareholders, whether or not the solicitor is a shareholder of the
Company.
THE SEAL
75. The shareholders shall arrange for the safe custody of the common seal
of the Company (the "Seal"). The Seal may be affixed to any instrument
in the presence of and contemporaneously with the attesting signature
of (i) any individual who is a shareholder, or (ii) any duly
authorized officer or representative of a shareholder.
76. The Company may have facsimiles of the Seal which may be used
interchangeably with the Seal.
DIVIDENDS
77. The shareholders may from time to time declare such dividends as they
deem proper upon shares of the Company, and may determine the date
upon which such dividend will be payable.
78. No dividends shall be payable except out of the profits, retained
earnings or contributed surplus of the Company and no interest shall
be payable on any dividend.
79. The declaration of the shareholders as to the amount of the profits,
retained earnings or contributed surplus of the Company shall be
conclusive.
80. The shareholders may from time to time pay such interim dividends as
in their judgment the position of the Company justifies.
81. The shareholders may declare that a dividend be paid by the
distribution of cash, paid-up shares (at par or at a premium),
debentures, bonds or other securities of the Company or of any other
company or any other specific assets held or to be acquired by the
Company or in any one or more of such ways.
ACCOUNTS
82. The shareholders shall cause proper books of account to be kept of the
amounts received and expended by the Company, the matters in respect
of which such receipts and expenditures take place, all sales and
purchases of goods by the Company, and the assets, credits and
liabilities of the Company.
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83. The books of account shall be kept at the head office of the Company or
at such other place or places as the shareholders may direct.
84. At the ordinary general meeting in every year, the shareholders shall
lay before the Company such financial statements and reports in
connection therewith as may be required by the Act or other applicable
statute or regulation thereunder and shall distribute copies thereof at
such times and to such persons as may be required by statute or
regulation.
AUDITORS AND AUDIT
85. Except in respect of a financial year for which the Company is exempt
pursuant to Section 118 of the Act, the Company shall at each ordinary
general meeting appoint an auditor or auditors to hold office until the
next ordinary general meeting.
86. The first auditors of the Company may be appointed by the shareholders
at any time before the first ordinary general meeting and the auditors
so appointed shall hold office until such meeting unless previously
removed by a resolution of the shareholders, in which event the
shareholders may appoint auditors.
87. The shareholders may fill any casual vacancy in the office of the
auditor but while any such vacancy continues the surviving or
continuing auditor or auditors, if any, may act.
88. The Company may appoint as auditor any person, including a
shareholder, not disqualified by statute.
89. An auditor may be removed or replaced in the circumstances and in the
manner specified in the Act.
90. The remuneration of the auditors shall be fixed by the shareholders.
91. The auditors, if any, shall conduct such audit as may be required by
the Act and their report, if any, shall be dealt with by the Company as
required by the Act.
NOTICES
92. A notice (including any communication or document) shall be
sufficiently given, delivered or served by the Company upon a
shareholder, or auditor by personal delivery at such person's
registered address (or, in the case of the Secretary or auditor, last
known address) or by prepaid mail telegraph, telex, facsimile machine
or other electronic means of communication addressed to such person at
such address.
93. Shareholders having no registered address shall not be entitled to
receive notice.
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94. Any notice sent by mail shall be deemed to be given, delivered or
served on the earlier of actual receipt and the third business day
following that upon winch it is mailed, and in proving such service it
shall be sufficient to prove that the notice was property addressed and
mailed with the postage prepaid thereon. Any notice given by electronic
means of communication shall be deemed to be given when entered into
the appropriate transmitting device for transmission. A certificate in
writing signed on behalf of the Company that the notice was so
addressed and mailed or transmitted shall be conclusive evidence
thereof.
95. Any notice may bear the name or signature, manual or reproduced, of the
person giving the notice written or printed.
96. When a given number of days' notice or notice extending over any other
period is required to be given, the day of service and the day upon
which such notice expires shall not, unless it is otherwise provided,
be counted in such number of days or other period.
INDEMNITY
97. Every director, proxyholder, other shareholder representative or
officer, former director, proxyholder, other shareholder
representative or officer, or person who acts or acted at the
Company's request, as a director or officer of the Company, a body
corporate, partnership or other association of which the Company is or
was a shareholder, partner, member or creditor, and the heirs and
legal representatives of such person, in the absence of any dishonesty
on the part of such person, shall be indemnified by the Company
against, and it shall be the duty of the shareholders out of the funds
of the Company to pay, all costs, losses and expenses, including an
amount paid to settle an action or claim or satisfy a judgment, that
such director, officer or person may incur or become liable to pay in
respect of any claim made against such person or civil, criminal or
administrative action or proceeding to which such person is made a
party by reason of being or having been a director, proxyholder, other
shareholder representative or officer of the Company or such body
corporate, partnership or other association, whether the Company is a
claimant or party to such action or proceeding or otherwise; 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
shareholders over all other claims.
98. No director, proxyholder, other shareholder representative or officer,
former director proxyholder, other shareholder representative or
officer, or person who acts or acted at the Company's request, as a
director or officer of the Company, a body corporate, partnership or
other association of which the Company is or was a shareholder,
partner, member or creditor, in the absence of any dishonesty on such
person's part, shall be liable for the acts, receipts, neglects or
defaults of any other director, officer or such person, or for
joining in any receipt or other act for conformity, or for any loss,
damage or expense happening to the Company through the insufficiency
or deficiency of title to any property acquired for or on behalf of
the Company, or through the insufficiency or deficiency of any
security in or upon which any of the funds of the Company are
invested, or for any loss or damage arising from the bankruptcy,
16
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insolvency or tortious acts of any person with whom any funds,
securities or effects are deposited, or for any loss occasioned by
error of judgment or oversight on the part of such person, or for any
other loss, damage or misfortune whatsoever which happens in the
execution of the duties of such person or in relation thereto.
REMINDERS
99. The shareholders shall comply with the following provisions of the Act
or the Corporations Registration Act (Nova Scotia) where indicated:
(1) Keep current registers of shareholders, directors, the Secretary,
holders of bonds, debentures and other securities, and such other
registers as may be required, and send to the Registrar a copy of
all such registers and notice of all changes therein (Sections
42, 98, 111 and Third Schedule).
(2) Send notice to the Registrar of any redemption or purchase of
preference shares (Section 50).
(3) Send notice to the Registrar of any consolidation, division,
conversion or reconversion of the share capital or stock of the
Company (Section 53).
(4) Send notice to the Registrar of any increase of capital (Section
55).
(5) Call a general meeting every year within the proper time (Section
83). Meetings must be held not later than 15 months after the
preceding general meeting.
(6) Send to the Registrar copies of all special resolutions (Section
88).
(7) When shares are issued for a consideration other than cash, file
a copy of the contract with the Registrar on or before the date
on which the shares are issued (Section 109).
(8) Send to the Registrar notice of the address of the Company's
registered Office and of all changes in such address (Section
79).
(9) Keep proper minutes of all shareholders' meetings in the
Company's minute book kept at the Company's registered Office
(Sections 89 and 90).
(10) Obtain a certificate under the Corporations Registration Act
(Nova Scotia) as soon as business is commenced.
(11) Send notice of recognized agent to the Registrar under the
Corporations Registration Act (Nova Scotia).