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EXHIBIT 3.2
BYLAWS OF GR-CANADA
BY-LAWS NO. 1
A BY-LAW RELATING GENERALLY TO THE TRANSACTION OF THE BUSINESS AND AFFAIRS OF
GOLD RESERVE INC.
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CONTENTS
ONE INTERPRETATION
TWO BUSINESS OF THE CORPORATION
THREE BORROWING AND SECURITY
FOUR DIRECTORS
FIVE COMMITTEES
SIX OFFICERS
SEVEN CONFLICT OF INTEREST AND PROTECTION OF
DIRECTORS, OFFICERS AND OTHERS
EIGHT SHARES
NINE DIVIDENDS AND RIGHTS
TEN MEETINGS OF SHAREHOLDERS
ELEVEN DIVISIONS AND DEPARTMENTS
TWELVE INFORMATION AVAILABLE TO SHAREHOLDERS
THIRTEEN NOTICES
FOURTEEN EFFECTIVE DATE AND REPEAL
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BE IT ENACTED AND IT IS HEREBY ENACTED AS BY-LAW NUMBER 1 OF
GOLD RESERVE INC.
(hereinafter called the "Corporation") as follows:
1.01 DEFINITIONS
In the by-laws of the Corporation, unless the context
otherwise requires:
"Act" means the Business Corporations Act of the Yukon
Territory and any statute that may be substituted therefor, as
from time to time amended;
"appoint" includes "elect" and vice versa;
"Articles" means the articles attached to the Certificate of
Incorporation of the Corporation as from time to time amended
or restated;
"board" means the board of Directors of the Corporation;
"by-laws" mean this by-law and all other by-laws of the
Corporation from time to time in force and effect;
"meeting of the Shareholders" includes an annual meeting of
shareholders and a special meeting of shareholders;
"special meeting of shareholders" includes a meeting of any
class or classes of shareholders and a special meeting of all
shareholders entitled to vote at an annual meeting of
shareholders;
"non-business day" means Saturday, Sunday and any other day
that is a holiday as defined in the Interpretation Act Yukon
Territory;
"ordinary resolution" means a resolution passed by a majority
of the votes cast by the shareholders who voted, either in
person or by proxy, in respect of the resolution;
"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 is 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 paragraph 2.03 or by a resolution passed
pursuant thereto.
Save as aforesaid, words and expressions defined in the Act have the same
meaning when used herein; and 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, trust and unincorporated organizations.
SECTION TWO
BUSINESS OF THE CORPORATION
2.01 REGISTERED OFFICE, RECORDS OFFICE AND ADDRESS FOR SERVICE
Until changed in accordance with the Act, the registered
office of the Corporation, the designated records office (if separate from the
registered office) of the Corporation and the post office box (if any)
designated as the address for service upon the Corporation by mail shall
initially be at the address or addresses in the Yukon Territory specified in the
notice thereof filed with the Articles and thereafter as the board may from time
to time determine.
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2.02 FINANCIAL YEAR
The financial year of the Corporation shall end on such date
in each year as the board may from time to time by resolution determine.
2.03 EXECUTION OF INSTRUMENTS
Deeds, transfers, assignments, contracts, obligations,
certificates and other instruments may be signed on behalf of the Corporation by
at least one person holding the office of chairman of the board, managing
director, officer, president, vice president, director, chief financial officer,
secretary, treasurer, assistant secretary or assistant treasurer or any other
office created by these by-laws or by resolution of the board. In addition, the
board may from time to time direct the manner in which the person or persons by
whom any particular instrument or class of instrument may or shall be signed.
Any signing officer may affix the corporate seal to any instrument requiring the
same.
2.04 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.
2.05 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, or failing the board, the signing officers of the Corporation, 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.
SECTION THREE
BORROWING AND SECURITY; RESERVES
3.01 BORROWING POWER
Without limiting the borrowing powers of the Corporation as
set forth in the Act, but subject to the Articles, the board may from time to
time on behalf of the Corporation, without authorization of the shareholders:
(a) borrow money upon the credit of the Corporation in
such amounts and on such terms as may be deemed
expedient by obtaining loans or advances or by way of
overdraft or otherwise;
(b) issue, reissue, sell or pledge bonds, debentures,
notes or other evidences of indebtedness or guarantee
of the Corporation, whether secured or unsecured, for
such sums and at such prices as may be deemed
expedient;
(c) to the extent permitted by the Act, give a guarantee
on behalf of the Corporation to secure performance of
any past, present or future indebtedness, liability
or obligation of the Corporation, present or future;
and
(d) delegate to a committee of the board, a director or
an officer of the Corporation all or any of the
powers conferred aforesaid or by the Act to such
extent and in such manner as the directors may
determine.
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.
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3.02 RESERVES
There may be created by the board out of funds of the
Corporation legally available therefor such reserve or reserves as the board
from time to time, in its discretion, considers proper to provide for
contingencies, to equalize dividends, or to repair or maintain any property of
the Corporation, or for such other purpose as the board shall consider
beneficial to the Corporation, and the board may modify or abolish any such
reserve in its discretion.
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 and not more than the maximum number of
directors provided in the Articles. Subject to paragraph 4.09, the quorum for
the transaction of business at any meeting of the board shall consist of a
majority of the directors.
4.02 QUALIFICATION
No person shall be qualified for election as a director if he
is less than nineteen years of age; if he is a minor as defined in the Age of
Majority Act (Yukon Territory); if he is a mentally disordered person as defined
in the Mental Health Act (Yukon Territory); if he has been found to be a person
of unsound mind by a court elsewhere than in the Yukon Territory; if he is not
an individual; or if he has the status of a bankrupt. A director need not be a
shareholder.
4.03 CONSENT TO ACT
A person who is elected or appointed a director is not a
director unless:
(a) he was present at the meeting when he was elected or appointed
and did not refuse to act as a director, or
(b) if he was not present at the meeting when he was elected or
appointed, he consented to act as director in writing before
his election or appointment or within 10 days after it, or he
has acted as a director pursuant to the election or
appointment.
4.04 ELECTION AND TERM
Subject to the Articles and the Act, shareholders of the
Corporation shall, by ordinary resolution at the first meeting of shareholders
and at each succeeding annual meeting at which an election of directors is
required, elect directors to hold office for a term not expiring later than the
close of the next annual meeting of shareholders following the election. At each
annual meeting of shareholders, all directors whose term of office has expired
or then expires shall retire but, if qualified, shall be eligible for
re-election. A director not elected for an expressly stated term ceases to hold
office at the close of the first annual meeting of shareholders following his
election. Notwithstanding the foregoing, if directors are not elected at a
meeting of shareholders, the incumbent directors continue in office until their
successors are elected. The number of directors to be elected at any such
meeting shall be the number of directors whose term of office has expired or
expires unless the directors or the shareholders otherwise determine. It is not
necessary that all of the directors elected at a meeting of shareholders hold
office for the same term. If the Articles so provide, the directors may, between
annual meetings of shareholders, appoint one or more additional directors of the
Corporation to serve until the next annual meeting of shareholders, but the
number of additional directors shall not at any time exceed one-third of the
number of directors who held office at the expiration of the last annual meeting
of the Corporation.
4.05 REMOVAL OF DIRECTORS
Subject to the provisions of the Act, the shareholders may by
ordinary resolution passed at a special meeting 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 the directors.
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4.06 VACATION OF OFFICE
A director ceases to hold office when: he dies; he is removed
from office by the shareholders; he ceases to be qualified for election as a
director; or his written resignation is sent or delivered to the Corporation; or
if a time is specified in such resignation, at the time so specified, whichever
is later.
4.07 VACANCIES
Subject to the Act, a quorum of the board may fill a vacancy
in the board. In the absence of a quorum of the board, the directors then in
office shall forthwith call a special meeting of shareholders to fill the
vacancy and if they fail to call such meeting or if there are no directors then
in office, any shareholder may call the meeting.
4.08 ACTION BY THE BOARD
The board shall manage the business and affairs of the
Corporation. Where there is a vacancy in the board, a quorum of directors may
exercise all the powers of the board.
4.09 MEETING BY TELEPHONE
A director may participate in a meeting of the board or of a
committee of the board by means of telephone or other communications facilities
that permit all persons participating in the meeting to hear each other, and a
director participating in a meeting by those means is deemed to be present at
the meeting.
4.10 CALLING OF MEETINGS
Meetings of the board shall be held at such time and at such
place as the board, the chairman of the board, the managing director, the
president or any two directors, may determine.
4.11 NOTICE OF MEETING
Notice of the time and place of each meeting of the board
shall be given in the manner provided in paragraph 13.01 to each director not
less than 24 hours before the time when the meeting is to be held. 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 including any proposal to:
(a) submit to the shareholders any question or matter requiring
approval of the shareholders;
(b) fill a vacancy among the directors or in the office of
auditor;
(c) issue securities;
(d) declare dividends;
(e) purchase, redeem or otherwise acquire shares of the
Corporation;
(f) pay a commission for the sale of shares of the Corporation;
(g) approve a management proxy circular;
(h) approve any annual financial statements; or
(i) adopt, amend or repeal by-laws.
A director may in any manner waive notice of or otherwise consent to the meeting
of the board; and attendance of a director at a meeting of directors is a waiver
of notice of the meeting, except when a director attends a meeting for the
express purpose of objecting to the transaction of business on the grounds that
the meeting is not lawfully called.
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4.12 FIRST MEETING OF NEW BOARD
Provided that a quorum of directors is present, the board may
without notice hold a meeting immediately following an annual meeting of
shareholders.
4.13 ADJOURNED MEETING
Notice of an adjourned meeting of the board is not required if
the time and place of the adjourned meeting is announced at the original
meeting.
4.14 REGULAR MEETING
The board may from time to time 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, or
forthwith after such director's appointment, whichever is later, but no other
notice shall be required for any such regular meeting except where the Act or
this by-law requires the purpose thereof or the business to be transacted
thereat to be specified.
4.15 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 (in order of seniority). If no such
officer is present, the directors present shall choose one of their number to be
chairman.
4.16 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 not be entitled to a second or casting
vote.
4.17 REMUNERATION AND EXPENSES
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 traveling 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.
4.18 PRESUMPTION OF ASSENT
A director of the Corporation who is present at a meeting of
the board at which action on any matter is taken shall be deemed to have
assented to the action unless he requests that his abstention or dissent be, or
his abstention or dissent is, entered in the minutes of the meeting or unless he
shall send his written dissent to such action to the person acting as secretary
of the meeting before the adjournment thereof or shall send any dissent by
certified or registered mail to the registered office of the Corporation
immediately after the adjournment of the meeting, or he otherwise proves that he
did not consent to the resolution or action. Such right to dissent shall not
apply to a director who voted in favour of such action.
SECTION FIVE
COMMITTEES
5.01 DESIGNATION
The board may, by resolution adopted by a majority of the
entire board, designate one or more committees and delegate to such committee(s)
any of the powers of the board except those which, under the Act, a committee of
directors has no authority to exercise.
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5.02 NUMBER; QUALIFICATION; TERM
Each committee shall consist of one or more directors
appointed by resolution adopted by a majority of the entire board. The number of
committee members may be increased or decreased from time to time by resolution
adopted by a majority of the entire board. Each committee member shall serve as
such until the earliest of (i) the expiration of his term as director, (ii) his
resignation as a committee member or as a director, or (iii) his removal as a
committee member or as a director.
5.03 AUTHORITY
Each committee, to the extent expressly provided in the
resolution establishing such committee, shall have and may exercise all of the
authority of the board in the management of the business and property of the
Corporation except to the extent expressly restricted by law, the Articles, or
these bylaws.
5.04 COMMITTEE CHANGES
The board shall have the power at any time to fill vacancies
in, to change the membership of, and to discharge any committee.
5.05 ALTERNATE MEMBERS OF COMMITTEES
The board may designate one or more directors as alternate
members of any committee. Any such alternate member may replace any absent or
disqualified member at any meeting of the committee. If no alternate committee
members have been so appointed to a committee or each such alternate committee
member is absent or disqualified, the member or members of such committee
present at any meeting and not disqualified from voting, whether or not he or
they constitute a quorum, may unanimously appoint another director to act at the
meeting as an alternate member in the place of any such absent or disqualified
member.
5.06 REGULAR MEETINGS
Regular meetings of any committee may be held without notice
at such time and place within or outside of Canada as may be designated from
time to time by the committee and communicated to all members thereof.
5.07 SPECIAL MEETINGS
Special meetings of any committee may be held whenever called
by any committee member. The committee member calling any special meeting shall
cause notice of such special meeting, including therein the time and place of
such special meeting, to be given to each committee member at least 24 hours
before such special meeting. Neither the business to be transacted at, nor the
purpose of, any special meeting of any committee need be specified in the notice
or waiver of notice of any special meeting.
5.08 QUORUM; MAJORITY VOTE
At meetings of any committee, a majority of the number of
members designated by the board shall constitute a quorum for the transaction of
business. If a quorum is not present at a meeting of any committee, a majority
of the members present may adjourn the meeting from time to time, without notice
other than an announcement at the meeting, until a quorum is present. The act of
a majority of the members present at any meeting at which a quorum is in
attendance shall be the act of a committee, unless the act of a greater number
is required by law, the Articles, or these bylaws.
5.09 MINUTES
Each committee shall cause minutes of its proceedings to be
prepared and shall report the same to the board upon the request of the board.
The minutes of the proceedings of each committee shall be delivered to the
secretary of the Corporation for placement in the minute books of the
Corporation.
5.10 COMPENSATION
Committee members may, by resolution of the board, be allowed
a fixed sum and expenses of attendance, if any, for attending any committee
meetings or a stated salary.
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5.11 RESPONSIBILITY
The designation of any committee and the delegation of
authority to it shall not operate to relieve the board or any director of any
responsibility imposed by law upon the board or such director.
SECTION SIX
OFFICERS
6.01 APPOINTMENT
Subject to the Articles, the board may from time to time
appoint a chairman of the board, a president, one or more vice-presidents (to
which title may be added words indicating seniority or function), a secretary, a
treasurer and/or chief financial officer and such other officers as the board
may determine, including one or more assistants to any of the officers so
appointed. One person may hold more than one office. The board may specify the
duties of, and, in accordance with this by-law and subject to the Act, delegate
powers to manage the business and affairs of the Corporation to such officers.
6.02 CHAIRMAN OF THE BOARD
The chairman of the board, if any, or in his absence, the
president, shall preside as chairman at every meeting of the directors, or if
there is no chairman of the board or neither the chairman of the board nor the
president is present within fifteen minutes of the time appointed for holding
the meeting or is willing to act as chairman or, if the chairman of the board if
any, and the president have advised the secretary that they will not be present
at the meeting, the directors present shall choose one of their number to be
chairman of the meeting.
6.03 MANAGING DIRECTOR
The board may from time to time appoint a managing director
who shall be 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 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
If appointed, the president shall be the chief executive
officer and, subject to the authority of the board, shall have general
supervision of the business of the Corporation; and he shall, subject to the Act
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.
As between the Corporation and third parties, any action taken by the president
in the performance of the duties of the managing director shall be conclusive
evidence that there is no managing director or that the managing director is
absent or unable to act.
6.05 VICE-PRESIDENT
If the board elects or appoints one or more vice presidents,
each vice president shall have such powers and duties as may be assigned to him
by the board, the managing director, or the president, and (in order of their
seniority as determined by the board or, in the absence of such determination,
as determined by the length of time they have held the office of vice president)
shall exercise the powers of the president during that officer's absence or
inability to act.
6.06 SECRETARY
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 in 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, subject to the Act, have such other powers and duties as
the board or the chief executive officer may specify.
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6.07 TREASURER; CHIEF FINANCIAL OFFICER
The treasurer or chief financial officer 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 or chief financial officer and of
the financial position of the Corporation; and he shall, subject to the Act,
have such other powers and duties as the board or the chief executive officer
may specify. In the event that the Corporation shall have simultaneously both a
treasurer and a chief financial officer, then the chief financial officer shall
have the ultimate authority regarding the duties carried out by the treasurer
and the chief financial officer, and such authority shall in all cases be
binding on the treasurer.
6.08 POWERS AND DUTIES OF OTHER OFFICERS
The powers and duties of all other officers shall, subject to
the Act, be such as the terms of their engagement shall for or as the board or
(except for those powers and duties are specified only by the board) 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 and (except as aforesaid) the chief executive
officer 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 officer appointed by the board shall hold office until
his successor is appointed or until his earlier resignation.
6.11 TERMS OF EMPLOYMENT AND REMUNERATION
The terms of employment and the remuneration of officers
appointed by the board shall be settled by the board from time to time.
6.12 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 subdelegate) as may be thought
fit.
SECTION SEVEN
CONFLICT OF INTEREST AND PROTECTION
OF DIRECTORS, OFFICERS AND OTHERS
7.01 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 proposed material contract 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 proposed contract shall be referred to
the board or 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 shareholders, and a director whose interest in a contract is so
referred to the board shall not vote on any resolution to approve the same
except as provided by the Act. However, interested directors may be counted in
determining the presence of a quorum at a meeting of the board or of a committee
which authorizes the contract or transaction.
7.02 LIMITATION OF LIABILITY
Subject to the Act, no director or officer, or former director
or officer, of the Corporation shall be liable for the acts, receipts, neglects
or defaults of any other director or officer or employee, or for the joining in
any receipt or act for
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conformity, or for any loss or damage or expense happening to the Corporation
through the insufficiency or deficiency of title to any property acquired by the
Corporation or for or on behalf of the Corporation or for the insufficiency or
deficiency of any security in or upon which any of the money of or belonging to
the Corporation shall be placed or invested, or for any loss or damage arising
from the bankruptcy, insolvency or tortious act of any person, firm or
corporation including any person, firm or corporation with whom or with which
any moneys, securities or effects shall be lodged or deposited, or for any loss,
conversion, misapplication or misappropriation of or any damage resulting from
any dealing with any moneys, securities or other assets of or belonging to the
Corporation or for any other loss, damage or misfortune whatsoever which may
happen in the execution of the duties of his respective office or trust or in
relation thereto unless the same shall happen by or through his failure to
exercise the powers and to discharge the duties of his office honestly and in
good faith with a view to the best interest of the Corporation and to exercise
the care, diligence and skill that a reasonably prudent person would exercise in
comparable circumstances. Any repeal or modification of the foregoing provisions
of this paragraph 7.02 shall not adversely affect any limitation on the personal
liability of a director or officer of the Corporation arising from an act or
omission occurring prior to the time of such repeal or amendment. In addition to
the circumstances in which a director or officer of the Corporation is not
personally liable as set forth in the foregoing provisions of this paragraph
7.02, a director or officer shall not be liable to the Corporation or its
shareholders to such further extent as permitted by any law hereafter enacted,
including, without limitation, any subsequent amendment to the Act.
7.03 INDEMNITY
Subject to the Act, the Corporation shall indemnify a director
or officer, a former director or officer, and a person who acts or acted at the
Corporation's request as a director or officer of a body corporate of which the
Corporation is or was a shareholder or creditor, and his heirs and legal
representatives, against all costs, charges and expenses, including any amount
paid to settle an action or satisfy a judgement, 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 his conduct was lawful.
The Corporation shall indemnify the directors and officers of the Corporation to
the fullest extent permitted by law. The Corporation may indemnify any employee
or agent of the Corporation to the fullest extent permitted by law. In addition
to the circumstances in which a director or officer of the Corporation is
indemnified as set forth in the foregoing provisions of this paragraph 7.03, a
director or officer shall be indemnified by the Corporation to such further
extent as permitted by any law hereafter enacted, including, without limitation,
any subsequent amendment to the Act.
7.04 INSURANCE
The Corporation may, subject to and in accordance with the
Act, purchase and maintain insurance for the benefit of any director or officer,
or former director or officer, of the Corporation as such against any liability
incurred by him. The Corporation may provide such insurance to directors and
officers regardless of whether such directors and officers are indemnified
pursuant to paragraph 7.03 above.
SECTION EIGHT
SHARES
8.01 ALLOTMENT
Subject to the Articles, the board may from time to time
allot, or grant options to purchase, and issue the whole or any part of the
authorized and unissued shares of the Corporation at such time and to such
persons and for such consideration as the board shall determine, provided that
no share shall be issued until it is fully paid as provided by the Act.
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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, whether from the Corporation or
from any other person, or procuring or agreeing to procure purchaser(s) for such
shares.
8.03 SECURITIES REGISTER
The Corporation shall maintain a securities register in which
it records the securities issued by it in registered form, showing with respect
to each class or series of securities:
(a) the names, alphabetically arranged, and the latest known
address of each person who is or has been a security holder,
(b) the number of securities held by each security holder, and
(c) the date and particulars of the issue and transfer of each
security.
8.04 TRANSFER AGENTS AND REGISTRARS
The board may from time to time appoint one or more trust
companies as its agent or agents to maintain the central securities register or
registers, and an agent or agents to maintain branch securities registers. Such
a person may be designated as transfer agent or registrar according to his
functions, and one person may be appointed both registrar and transfer agent.
The board may at any time terminate any such appointment.
8.05 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 the registered holder or by his attorney or
successor duly appointed, together with such reasonable assurances or evidence
of signature, identification and authority to transfer 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.
8.06 NON-RECOGNITION OF TRUSTS
Subject to the provisions of the Act, the Corporation may
treat as the absolute owner of a share the person in whose name the share is
registered in the securities register as if that person had full legal capacity
and authority to exercise all rights of ownership, irrespective of any
indication to the contrary through knowledge or notice or description in the
Corporation's records or on the share certificate.
8.07 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
name of the person to whom the certificate or acknowledgment was issued, and 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, shall, subject to the Act, be in such form as the board shall
from time to time approve. Any share certificate shall be signed in accordance
with paragraph 2.03 and need not be under the corporate seal; provided, however,
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 other signing officer 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 signatures
appears thereon no longer holds office at the date of issue of the certificate.
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8.08 REPLACEMENT OF SHARE CERTIFICATE
The board or any officer or agent designated by the board may
in its or his 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 on payment of a reasonable fee, and on such terms as to
indemnity, reimbursement of expenses and evidence of loss and of title as the
board may from time to time prescribe, whether generally or in any particular
case.
8.09 JOINT SHAREHOLDERS
If two or more persons are registered as joint holders of any
share, the Corporation shall not be bound to issue more than one certificate in
respect thereof, and delivery of such certificate to one of such persons shall
be sufficient delivery to all of them. Any one of such person 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.
8.10 DECEASED SHAREHOLDER
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.
8.11 LEGENDS
Subject to the Act, the board shall have the power and
authority to provide that certificates representing shares of the Corporation
bear such legends as the board deems appropriate for the purpose of assuring
that the Corporation complies with federal, provincial, territorial or state
securities or corporation laws or other applicable law.
SECTION NINE
DIVIDENDS AND RIGHTS
9.01 DIVIDENDS
Subject to the provisions of the Act, the board may from time
to time declare dividends payable to the shareholders according to their
respective rights and interest in the Corporation. Dividends may be paid in
money or property or by issuing fully paid shares of the Corporation.
9.02 DIVIDEND CHEQUES
A dividend payable in cash shall be paid by cheque drawn on
the Corporation's banks 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 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 or expenses and evidence of non-receipt and of title as the board
may from time to time prescribe, whether generally or any particular case.
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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 receive the right to subscribe for such
securities, provided that if the Corporation is a distributing corporation,
notice of any such record date is given, not less than seven days before such
record date, in the manner provided in the Act. 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 receive 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 six 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
MEETING OF SHAREHOLDERS
10.01 ANNUAL MEETINGS
Subject to the Act, the annual meeting of the Shareholders
shall be held at such time in each year and, subject to paragraph 10.03, at such
place as the board, the chairman of the board, the managing director or the
president may from time to time determine, for the purpose of consideration of
the financial statements and reports required by the Act to be placed before the
annual meeting, electing directors if required, appointing auditors if required
and transacting such other business as may properly be brought before the
meeting.
10.02 SPECIAL MEETINGS
The board, the chairman of the board, the managing director or
the president shall have power to call a special meeting of the shareholders at
any time.
10.03 PLACE OF MEETINGS
Subject to the Articles, meetings of the shareholders shall be
held at that place determined by the directors.
10.04 NOTICE OF MEETINGS
Notice of the time and place of each meeting of shareholders
shall be given in the manner provided in paragraph 13.01 not less than 21 nor
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 the
shareholders called for any purpose other than consideration of the financial
statements and auditor's report, election of directors and re-appointment of
incumbent auditor shall state the nature of such business in sufficient detail
to permit the shareholder to form a reasoned judgement thereon and shall state
the text of any special resolution to be submitted to the meeting. A shareholder
may in any manner waive notice of or otherwise consent to a meeting of
shareholders.
10.05 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, a
record date for the determination of the shareholders entitled to notice of
meeting, provided, however, that if the Corporation is a distributing
corporation, notice of any such record date shall be given not less than seven
days before such record date in the manner provided in the Act. If no such
record date is so fixed, the record date for the determination of the
shareholders entitled to receive notice of the meeting shall be at the close of
business on the day immediately preceding the day on which the notice is sent
or, if no notice is sent, shall be the day on which the meeting is held.
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10.06 LIST OF SHAREHOLDERS ENTITLED TO NOTICE
(1) The Corporation shall prepare a list of shareholders
entitled to receive notice of a meeting, arranged in alphabetical order and
showing the number and class of shares held by each shareholder,
(a) if a record date with respect to such
meeting is fixed under Section 10.05, not
later than ten days after that date; or
(b) if no record date with respect to such
meeting is so fixed,
(i) at the close of business on the day
immediately preceding the day on which
notice is given, or,
(ii) where no notice is given, the day on
which such meeting is held.
(2) A shareholder may examine any list of shareholders
prepared under subsection (1) of this Section
(a) during usual business hours at the
registered office of the Corporation or at
the place where its central securities
register is maintained; and
(b) at the meeting of shareholders to which the
list relates.
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 shareholders entitled to vote thereat
are present in person or represented or if
those not present or represented 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;
so long as such shareholders, auditors or directors present are not attending
for the express purpose of objecting to the transaction of any business on the
grounds that the meeting is not lawfully called. At such a meeting, any business
may be transacted which the Corporation at a meeting of Shareholders may
transact. If the meeting is held at a place outside the Yukon Territory,
shareholders not present or represented by proxy, but who have waived notice of
or otherwise consented to such meeting, shall also be deemed to have consented
to the meeting being held at such place.
10.08 CHAIRMAN AND SECRETARY
The chairman of any meeting of shareholders shall be the
president, or, in his absence, a vice-president who is a shareholder. If no such
officer is present within 15 minutes from the time fixed for holding the
meeting, the chairman shall be any other director appointed by the board. 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.
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 consent of the meeting.
10.10 QUORUM
Except as otherwise provided by the Articles or by law, a
quorum for the transaction of business at any meeting of shareholders shall be
holders of at least one-third (1/3) of the outstanding shares of the
Corporation, present in person or represented by proxy. With respect to matters
to be voted upon by the holders of common stock of the Corporation, in no case
shall such quorum be less than one-third (1/3) of the outstanding shares of the
common voting stock of the Corporation. If a quorum is present at the opening of
any meeting of shareholders, the shareholders present or represented may proceed
with the
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business of the meeting, notwithstanding that a quorum is not present throughout
the meeting. If a quorum is not present at the opening of any meeting of
shareholders, the shareholders present or represented may adjourn the meeting to
a fixed time and place but may not transact any other business until a quorum is
present.
10.11 RIGHT TO VOTE
Every person named in the list referred to in paragraph 10.06
shall be entitled to vote the shares shown thereon opposite his name at the
meeting to which such list relates, except to the extent that:
(a) where the Corporation has fixed a record
date in respect of such meeting, such person
has transferred any of his shares after such
record date or, where the Corporation has
not fixed a record date in respect of such
meeting, such person has transferred any of
his shares after the date on which such list
is prepared, and
(b) the transferee, having produced properly
endorsed certificates evidencing such shares
or having otherwise established that he owns
such shares, has demanded not later than 10
days before the meeting that his name be
included in such list.
In any such excepted case, the transferee shall be entitled to vote the
transferred shares at such meeting. If the Corporation is not required to
prepare a list under paragraph 10.06, subject to the provisions of the Act and
this by-law as to proxies and representatives, at any meeting of shareholders,
every person shall be entitled to vote at the meeting who at the time is entered
in the securities register as the holder of one or more shares carrying the
right to vote at such meeting.
10.12 PROXIES AND REPRESENTATIVES
Every shareholder entitled to vote at a meeting of
shareholders may appoint a proxyholder, or one or more alternate proxyholders,
who need not be shareholders, to attend and act at the meeting in the manner and
to the extent authorized and with the authority conferred by the proxy. A proxy
shall be in writing executed by the shareholder or his attorney and shall
conform with the requirements of the Act. To the extent permitted by the Act and
by applicable law, a "writing" shall be deemed to include a communication via
telephone or the Internet or other electronic means that evidences the
shareholder's granting of a proxy through, for example, a personal
identification number or the like. Alternately, every such shareholder which is
a body corporate or association may authorize by resolution of its directors or
governing body an individual, who need not be a shareholder, to represent it at
a meeting of shareholders and such individual may exercise on the shareholders
behalf all the powers it could exercise if it were an individual shareholder.
The authority of such an individual shall be established by depositing with the
Corporation a certified copy of such resolution, or in such other manner as may
be satisfactory to the secretary of the Corporation or the chairman of the
meeting. A proxy shall be valid only at the meeting in
respect of which it is given or any adjournment of such meeting. If no date is
stated in a proxy, such proxy shall be presumed to have been executed on the
date of the meeting at which it is to be voted.
10.13 TIME FOR DEPOSIT OF PROXIES
The board may specify in a notice calling a meeting of the
shareholders a time, preceding the time of such meeting or an adjournment
thereof by not more than 24 hours exclusive of non-business days, before which
proxies to be used at such meeting must be deposited. A proxy shall be acted
upon only if, prior to the time so specified, it shall have been deposited with
the Corporation or an agent thereof specified in such notice or, if no such time
is specified in such notice, 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 them
present in person or represented 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 and vote, they shall vote as one on
the shares jointly held by them.
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10.15 VOTES TO GOVERN
At any meeting of shareholders, every question shall, unless
otherwise required by the Act, the Articles or by-laws, be determined by
ordinary resolution. In the case of an equality of votes either upon show of
hands or upon a poll, the chairman of the meeting shall not be entitled to a
second or casting vote.
10.16 METHOD OF VOTING
Except as otherwise provided in the Articles or by law, each
outstanding common share, regardless of class, shall be entitled to one vote on
each matter submitted to a vote at a meeting of shareholders, except at meetings
at which only holders of another specific class or series of shares of the
Corporation are entitled to vote separately as a class or series. Elections of
directors need not be by written ballot. 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.
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 evidence 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 such question, and the result of
the vote so taken shall be the decision of the shareholders upon such question.
10.17 BALLOTS
On any question proposed for consideration at a meeting of
shareholders, any shareholder or proxyholder entitled to vote at the meeting may
require or demand a ballot, either before or on the declaration of the result of
any vote by show of hands. 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 ballot is
taken, each person present shall be entitled, in respect of the shares which he
is entitled to vote at a 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 ADMISSION OR REJECTION OF A VOTE
In case of any dispute as to the admission or rejection of a
vote, the chairman shall determine the same and such determination made in good
faith shall be final and conclusive.
10.19 ADJOURNMENT
If a meeting of the shareholders is adjourned by one or more
adjournments for an aggregate of less than 30 days, it shall not be necessary to
give notice of the adjourned meeting, other than by announcement at the time of
an adjournment. 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.
10.20 RESOLUTION IN WRITING
A resolution in writing signed by all of the shareholders
entitled to vote on that resolution at a meeting of shareholders is as valid as
if it had been passed at a meeting of the shareholders.
10.21 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.
10.22 SCRUTINEERS
The board may, in advance of any meeting of shareholders,
appoint one or more scrutineers to act at such meeting or any adjournment
thereof. If any of the scrutineers so appointed shall fail to appear or act, or
if scrutineers shall not have been appointed, the chairman of the meeting may
appoint one or more scrutineers. Each scrutineer, before entering upon the
discharge of his duties, shall take and sign an oath faithfully to execute the
duties of scrutineer at such meeting with strict impartiality and according to
the best of his ability. The scrutineers shall determine the number of shares of
capital stock of the Corporation outstanding and the voting power of each, the
number of shares represented at the meeting, the existence of a
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quorum, and the validity and effect of proxies and shall receive votes, ballots,
or consents, hear and determine all challenges and questions arising in
connection with the right to vote, count and tabulate all votes, ballots, or
consents, determine the results, and do such acts as are proper to conduct the
election or vote with fairness to all shareholders. On request of the chairman
of the meeting, the scrutineers shall make a report in writing of any challenge,
request, or matter determined by them and shall execute a certificate of any
fact found by them. No director or candidate for the office of director shall
act as a scrutineer of an election of directors. Scrutineers need not be
shareholders.
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 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 to be consolidated upon such basis as the board may consider
appropriate in each case.
11.02 NAME OF DIVISION
Subject to law, 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, enter into contracts, sign Cheques and other documents of any
kind and do all acts and things under such name. Any such contract, cheque or
document shall be binding upon the Corporation as if it has been entered into or
signed in the name of the Corporation.
11.03 OFFICERS OF DIVISION
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
INFORMATION AVAILABLE TO SHAREHOLDERS
12.01 Except as provided by 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 opinion of the directors would be
inexpedient in the interests of the Corporation to communicate to the public.
12.02 The board, may, from time to time, subject to the rights
conferred by the Act, determine whether and to what extent and at what time and
place and under what circumstances or regulations the documents, books and
registers and accounting records of the Corporation or any of them shall be open
to inspection of shareholders, and no shareholder shall have any right to
inspect any document or book or register or accounting records of the
Corporation except as conferred by statute or authorized by the board or by a
resolution of the shareholders.
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SECTION THIRTEEN
NOTICES
13.01 METHOD OF GIVING NOTICES
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
including facsimile transmission. 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 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 a
committee of the board in accordance with any information believed by him to be
reliable.
13.02 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 of such persons shall be sufficient notice to all of them.
13.03 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, the date of giving the notice shall be excluded, and the date of the
meeting or other event shall be included.
13.04 UNDELIVERED NOTICES
If notices given to a shareholder pursuant to paragraph 13.01
are 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.
13.05 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 the
meeting held pursuant to such notice or otherwise founded thereon.
13.06 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.
13.07 WAIVER OF NOTICE
Any shareholder (or his duly appointed proxy holder),
director, officer, auditor or member of a committee of the board may at any time
waive 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 abridgment 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 which may be given in any manner.
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SECTION FOURTEEN
EFFECTIVE DATE AND REPEAL
14.01 EFFECTIVE DATE
This by-law shall come into force when made by the board in
accordance with the Act.
14.02 REPEAL
All previous by-laws of the Corporation are 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 charter documents of the
Corporation obtained pursuant to, any such by-law prior to its repeal. All
officers and persons acting under any such 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.
14.03 AMENDMENTS
These bylaws may be altered, amended, or repealed or new
bylaws may be adopted by the board. Any bylaw altered, amended, or repealed or
new bylaw adopted by the board must be confirmed by the shareholders at the next
meeting of the shareholders.
SECTION FIFTEEN
MISCELLANEOUS
15.01 INVALID PROVISIONS
If any part of these bylaws shall be held invalid or
inoperative for any reason, the remaining parts, so far as it is possible and
reasonable, shall remain valid and operative.
15.02 HEADINGS
The headings used in these bylaws have been inserted for
administrative convenience only and do not constitute matter to be construed in
interpretation.
MADE BY the board the 5th day of October, 1998.
/s/ ROCKNE J. TIMM
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PRESIDENT
CONFIRMED by the shareholders in accordance with the Act the 5th day of October,
1998.
/s/ MARY SMITH
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SECRETARY
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