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Exhibit 3.3
BY-LAW NO. 1
A by-law relating generally to the conduct of the business and affairs of
MEDIA SYNERGY INC.
(herein called the "Corporation")
CONTENTS
1. INTERPRETATION
2. DIRECTORS
3. MEETINGS OF DIRECTORS
4. REMUNERATION AND INDEMNIFICATION
5. OFFICERS
6. MEETINGS OF SHAREHOLDERS
7. SHARES
8. DIVIDENDS
9. FINANCIAL YEAR
10. NOTICES
11. EXECUTION OF DOCUMENTS
12. EFFECTIVE DATE
13. REPEAL
BE IT ENACTED as a by-law of the Corporation as follows:
1. INTERPRETATION
1.01 In this by-law and all other by-laws and resolutions of the Corporation,
unless the context otherwise requires:
(a) "Act" means the Ontario Business Corporations Act together
with the Regulations made pursuant thereto and any statute or
regulations that may be substituted therefor, as amended from
time to time;
(b) "articles" means the articles of incorporation of the
Corporation as amended or restated from time to time;
(c) "board" means the board of directors of the Corporation;
(d) "by-laws" means this by-law and all other by-laws of the
Corporation as amended from time to time, and from time to
time in force and effect;
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(e) "Corporation" means this Corporation;
(f) "meeting of shareholders" means any meeting of shareholders,
whether annual or special; and "special meeting of
shareholders" means a special meeting of all shareholders
entitled to vote at an annual meeting of shareholders and a
meeting of any class or classes of shareholders entitled to
vote on the question at issue;
(g) "person" includes an individual, sole proprietorship,
partnership, unincorporated association, unincorporated
syndicate, unincorporated organization, trust, body corporate,
and a natural person in his capacity as trustee, executor,
administrator, or other legal representative;
(h) "recorded address" means, in the case of a shareholder, his
address as recorded in the shareholders' register; and, in the
case of joint shareholders, the address appearing in the
shareholders' register in respect of such joint holding or the
first address so appearing if there are more than one; and, in
the case of a director, officer, auditor or member of a
committee of the board, his latest address recorded in the
records of the Corporation; and
(i) "unanimous shareholder agreement" shall have the meaning
ascribed to such term under the Act.
1.02 In this by-law where the context requires, words importing the singular
include the plural and vice versa and words importing gender include the
masculine, feminine and neuter genders.
1.03 Save as aforesaid, all the words and terms appearing in this by-law shall
have the same definitions and application as in the Act.
2. DIRECTORS
2.01 POWERS - Subject to any unanimous shareholder agreement, the business and
affairs of the Corporation shall be managed or supervised by a board of
directors.
Until changed in accordance with the Act, the board shall consist of
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not fewer than the minimum number and not more than the maximum number
of directors provided for in the articles.
2.02 RESIDENT CANADIANS - Except where the Corporation is a non-resident
Corporation, a majority of the directors shall be resident Canadians but where
the Corporation has only one or two directors, that director or one of the two
directors, as the case may be, shall be a resident Canadian.
2.03 QUALIFICATIONS - No person shall be qualified for election as a director if
he is less than 18 years of age; if he is of unsound mind and has been so found
by a court in Canada or elsewhere; if he is not an individual; or if he has the
status of a bankrupt.
2.04 ELECTION AND TERM - The election of directors shall take place at the first
meeting of shareholders and at each succeeding annual meeting at which an
election of directors is required. The directors shall hold office for an
expressly stated term, which shall expire not later than the close of the third
annual meeting of shareholders following the election. A director not elected
for an expressly stated term ceases to hold office at the close of the first
annual meeting of shareholders following his election. Incumbent directors, if
qualified, shall be eligible for re-election. If an election of directors is not
held at the proper time, the incumbent directors shall continue in office until
their successors are elected.
2.05 RESIGNATION - A director who is not named in the articles may resign from
office upon giving a written resignation to the Corporation and such resignation
becomes effective when received by the Corporation or at the time specified in
the resignation, whichever is later. A director named in the articles shall not
be permitted to resign his office unless at the time the resignation is to
become effective a successor is elected or appointed.
2.06 REMOVAL - Subject to the provisions of the Act, the shareholders may, by
ordinary resolution passed at a meeting of shareholders, remove any director or
directors from office before the expiration of his or their respective terms and
may, by a majority of the votes cast at the meeting, elect any person in his
place for the remainder of his term.
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2.07 VACATION OF OFFICE - A director ceases to hold office when he dies,
resigns, is removed from office by the shareholders, or becomes disqualified to
serve as a director.
2.08 VACANCIES - Subject to the provisions of the Act, where a vacancy occurs on
the board, a quorum of the directors then in office may appoint a person to fill
the vacancy for the remainder of the term. If there is not a quorum of directors
or if there has been a failure to elect the number of directors required by the
articles or in the case of a variable board as required by special resolution,
the directors then in office shall forthwith call a special meeting of
shareholders to fill the vacancy and, if they fail to call a meeting or if there
are no directors then in office, the meeting may be called by any shareholder.
3. MEETINGS OF DIRECTORS
3.01 PLACE OF MEETINGS - Meetings of the board may be held at any place within
or outside Ontario and it shall not be necessary that, in any financial year of
the Corporation, a majority of the meetings of the board be held at a place
within Canada.
3.02 MEETINGS BY TELEPHONE - Where all the directors present at or participating
in the meeting have consented thereto, any director may participate in a meeting
of the board or of a committee of the board by means of conference telephone,
electronic or other communication facilities as permit all persons participating
in the meeting to communicate with each other simultaneously and instantaneously
and a director participating in such a meeting by such means is deemed for the
purposes of the Act and these by-laws to be present at the meeting. If a
majority of the directors participating in such a meeting are then in Canada,
the meeting shall be deemed to have been held in Canada.
3.03 CALLING OF MEETINGS - Meetings of the board shall be held from time to time
at such place, at such time and on such day as the president or a vice-president
who is a director or any two directors may determine, and the secretary shall
call meetings when directed or authorized by the president or by a
vice-president who is a director or by any
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two directors. Notice of every meeting so called shall be given to each director
not less than 48 hours (excluding any part of a Sunday and of a holiday as
defined by the Ontario Interpretation Act) before the time when the meeting is
to be held, except that no notice of meeting shall be necessary if all the
directors are present or if those absent have waived notice of or otherwise
signified their consent to the holding of such meeting. A notice of a meeting of
directors need not specify the purpose of or the business to be transacted at
the meeting except where the Act requires such purpose or business to be
specified.
3.04 REGULAR MEETINGS - The board may appoint a day or days in any month or
months for regular meetings at a place and hour to be named. A copy of any
resolution of the board fixing the place and time of regular meetings of the
board shall be sent to each director forthwith after being passed, but no other
notice shall be required for any such regular meetings except where the Act
requires the purpose thereof or the business to be transacted thereat to be
specified.
3.05 FIRST MEETING OF NEW BOARD - Each newly elected board may without notice
hold its first meeting immediately following a meeting of shareholders at which
such board is elected, provided that a quorum of directors is present.
3.06 QUORUM - Where the Corporation has fewer than three directors, all
directors must be present at any meeting of directors to constitute a quorum.
Subject to the articles or by-laws of the Corporation, a majority of the number
of directors or minimum number of directors required by the articles constitutes
a quorum at any meeting of directors but in no case shall a quorum be less than
two-fifths of the number of directors or less than the minimum number of
directors, as the case may be.
3.07 RESIDENT CANADIANS - Directors shall not transact business at a meeting of
the board unless a majority of the directors present are resident Canadians or,
where the Corporation has fewer than three directors, one of the directors
present is a resident
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Canadian. However, directors may transact business at a meeting of the board
where a majority of resident Canadian directors is not present if
(a) a resident Canadian director who is unable to be present
approves in writing or by telephone or other communications
facilities the business transacted at the meeting; and
(b) a majority of resident Canadian directors would have been
present had the director been present at the meeting.
3.08 CHAIRMAN - The chairman of any meeting of the board shall be the first
mentioned of such of the following officers as have been appointed and who is a
director and is present at the meeting:
(a) Chairman of the Board;
(b) President; or
(c) a Vice-President.
If no such officer is present, the directors present shall choose one of their
number to be chairman.
3.09 VOTES TO GOVERN - At all meetings of the board, every question shall be
decided by a majority of the votes cast on the question.
3.10 CASTING VOTE - In the case of an equality of votes on any question at a
meeting of the board, the chairman of the meeting shall be entitled to a second
or casting vote.
3.11 DISCLOSURE OF INTERESTS IN CONTRACTS - Every director or officer of the
Corporation who is a party to a material contract or transaction or proposed
material contract or transaction with the Corporation, or is a director or
officer of or has a material interest in any person who is a party to a material
contract or transaction or proposed material contract or transaction with the
Corporation, shall disclose in writing to the Corporation or request to have
entered in the minutes of the meeting of directors the nature and extent of his
interest at the time and in the manner required 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
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business would not require approval by the board or the shareholders, and a
director interested in a contract so referred to the board shall not vote on any
resolution to approve the same except as provided by the Act.
3.12 RESOLUTION IN LIEU OF MEETING - A resolution in writing, signed by all the
directors entitled to vote on that resolution at a meeting of directors or
committee of directors, is as valid as if it had been passed at a meeting of
directors or committee of directors. A copy of every such resolution shall be
kept with the minutes of the proceedings of the directors or committee of
directors.
3.13 DELEGATION - Directors may appoint from their number a managing director
who is a resident Canadian or a committee of directors and delegate to such
managing director or committee any of the powers of the directors. If the
directors appoint a committee of directors, a majority of the members of the
committee must be resident Canadians. Unless otherwise determined by the board
and subject to the Act, each committee shall have the power to fix its quorum at
not less than a majority of its members, to elect its chairman and to regulate
its procedure.
4. REMUNERATION AND INDEMNIFICATION
4.01 REMUNERATION - Subject to the provisions of the Act, the articles, and the
by-laws of the Corporation or any unanimous shareholder agreement, the board may
fix the remuneration of the directors. Nothing contained herein shall preclude
any director from serving the Corporation in any other capacity and receiving
remuneration therefor. In addition, directors shall be paid such sums in respect
of their out-of-pocket expenses incurred in attending board, committee or
shareholders' meetings or otherwise in respect of the performance by them of
their duties as the board may from time to time determine.
4.02 LIMITATION OF LIABILITY - Every director and officer of the Corporation, in
exercising his powers and discharging his duties, shall act honestly and in good
faith with a view to the best interests of the Corporation, and exercise the
care, diligence and skill
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that a reasonably prudent person would exercise in comparable circumstances.
Subject to the foregoing, no director or officer shall be liable for the acts,
receipts, neglects or defaults of any other director or officer or employee, or
for joining in any receipt or other act for conformity, or for any loss, damage
or expense happening to the Corporation through the insufficiency or deficiency
of title to any property acquired for or on behalf of the Corporation, or for
the insufficiency or deficiency of any security in or upon which any of the
monies of the Corporation shall be invested, or for any loss or damage arising
from the bankruptcy, insolvency or tortious acts of any person with whom any of
the monies, securities or effects of the Corporation shall be deposited, or for
any loss occasioned by any error of judgment or oversight on his part, or for
any other loss, damage or misfortune whatever, which shall happen in the
execution of the duties of his office or in relation thereto, unless the same
are occasioned by his own willful neglect or default; provided that nothing
herein shall relieve any director or officer from the duty to act in accordance
with the Act or from liability for any breach thereof.
4.03 INDEMNITY OF DIRECTORS AND OFFICERS - Subject to the provisions of the Act,
the Corporation shall indemnify a director or officer of the Corporation, a
former director or officer of the Corporation, or a person who acts or acted at
the Corporation's request as a director or officer of a body corporate of which
the Corporation is or was a shareholder or creditor, and his heirs and legal
representatives, against all costs, charges and expenses, including an amount
paid to settle an action or satisfy a judgment, reasonably incurred by him in
respect of any civil, criminal or administrative action or proceeding to which
he is made a party by reason of being or having been a director or officer of
such Corporation or body corporate if
(a) he acted honestly and in good faith with a view to the best
interests of the Corporation; and
(b) in the case of a criminal or administrative action or
proceeding that is enforced by a monetary penalty, he had
reasonable grounds for believing that his conduct was lawful.
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4.04 INSURANCE - Subject to the limitations contained in the Act, the
Corporation may purchase and maintain such insurance for the benefit of its
directors and officers as such, as the board may from time to time determine.
5. OFFICERS
5.01 APPOINTMENT - Subject to the provisions of the Act, the articles or any
unanimous shareholder agreement, the board may from time to time appoint a
president, one or more vice-presidents (to which title may be added words
indicating seniority or function), a secretary, a treasurer and such other
officers as the board may determine, including one or more assistants to any of
the officers so appointed. The board may specify the duties of and, in
accordance with this by-law and subject to the provisions of the Act, delegate
to such officers powers to manage the business and affairs of the Corporation.
Save for the chairman of the board and the managing director, an officer may but
need not be a director and one person may hold more than one office.
5.02 TERM, REMUNERATION AND REMOVAL - The terms of employment and remuneration
of all officers elected or appointed by the board (including the president)
shall be determined from time to time by resolution of the board. The fact that
any officer or employee is a director or shareholder of the Corporation shall
not disqualify him from receiving such remuneration, as may be determined. All
officers, in the absence of agreement to the contrary, shall be subject to
removal by resolution of the board at any time with or without cause.
5.03 CHAIRMAN OF THE BOARD - The board may from time to time also appoint a
chairman of the board who shall be a director. If appointed, the board may
assign to him any of the powers and duties that are by any provisions of this
by-law capable of being assigned to the president; and he shall, subject to the
provisions of the Act, have such other powers and duties as the board may
specify. During the absence or disability of the chairman of the board, his
duties shall be performed and his powers exercised by the president.
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5.04 MANAGING DIRECTOR - The board may from time to time appoint a managing
director who shall be a resident Canadian and a director. If appointed, he shall
be the chief executive officer and, subject to the authority of the board, shall
have general supervision of the business and affairs of the Corporation; and he
shall, subject to the provisions of the Act, have such other powers and duties
as the board may specify. During the absence or disability of the president, or
if no president has been appointed, the managing director shall also have the
powers and duties of that office.
5.05 PRESIDENT - The board may from time to time appoint a president. The
president shall be the chief operating officer of the Corporation and, if no
managing director has been appointed, and subject to the authority of the board,
shall have the general supervision of the business and affairs of the
Corporation and he shall have such other powers and duties as the board may
specify. During the absence or disability of the managing director, or if no
managing director has been appointed, the president shall also have the powers
and the duties of that office.
5.06 VICE-PRESIDENT - The board may from time to time appoint one or more
vice-presidents. A vice-president so appointed shall have such powers and such
duties as the board or the chief executive officer may prescribe.
5.07 SECRETARY - The board may from time to time appoint a secretary. The
secretary shall attend all meetings of the directors, shareholders and
committees of the board and shall enter or cause to be entered in books kept for
that purpose, minutes of all proceedings at such meetings; he shall give, or
cause to be given, when instructed, notices required to be given to
shareholders, directors, auditors and members of committees; he shall be the
custodian of the stamp or mechanical device generally used for affixing the
corporate seal of the Corporation and of all books, papers, records, documents
and other instruments belonging to the Corporation; and he shall perform such
other duties as may from time to time be prescribed by the board.
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5.08 TREASURER - The board may from time to time appoint a treasurer. The
treasurer shall keep, or cause to be kept, proper accounting records as required
by the Act, he shall deposit, or cause to be deposited, all monies received by
the Corporation in the Corporation's bank account; he shall, under the direction
of the board, supervise the safekeeping of securities and the disbursement of
the funds of the Corporation; he shall order to the board, whenever required, an
account of all his transactions as treasurer and of the financial position of
the Corporation; and he shall perform such other duties as may from time to time
be prescribed by the board.
5.09 OTHER OFFICERS - The duties of all other officers of the Corporation shall
be such as the terms of their engagement call for or the board requires of them.
Any of the powers and duties of an officer to whom an assistant has been
appointed may be exercised and performed by such assistant, unless the board
otherwise directs.
5.10 VARIATION OF DUTIES - From time to time and subject to the provisions of
the Act, the board may vary, add to or limit the powers and duties of any
officer.
5.11 AGENTS AND ATTORNEYS - The board shall have power from time to time to
appoint agents or attorneys for the Corporation in or outside of Ontario with
such powers of management or otherwise (including the power to sub-delegate) as
may be thought fit.
5.12 FIDELITY BONDS - The board may require such officers, employees and agents
of the Corporation, as it deems advisable, to furnish bonds for the faithful
performance of their duties, in such form and with such surety as the board may
from time to time prescribe.
5.13 CONFLICT OF INTEREST - An officer shall disclose his interest in any
material contract or transaction or proposed material contract or transaction
with the Corporation in accordance with Section 3.11 herein.
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6. MEETINGS OF SHAREHOLDERS
6.01 ANNUAL MEETINGS - Subject to Section 6.16 herein, the directors shall call
the first annual meeting of shareholders not later than eighteen months after
the Corporation comes into existence and, subsequently, not later than fifteen
months after holding the last preceding annual meeting. The annual meeting of
shareholders of the Corporation shall be held at such time and on such day in
each year as the board may from time to time determine, for the purposes of
receiving the reports and statements required by the Act to be laid before the
annual meeting, electing directors, appointing auditors and fixing or
authorizing the board to fix their remuneration, and for the transaction of such
other business as may properly be brought before the meeting.
6.02 SPECIAL MEETINGS - The board may at any time call a special meeting of
shareholders for the transaction of any business which may properly be brought
before such meeting of shareholders. All business transacted at an annual
meeting of shareholders, except consideration of the financial statements,
auditor's report, election of directors and reappointment of the incumbent
auditor, is deemed to be special business.
6.03 PLACE OF MEETINGS - Meetings of shareholders shall be held at the
registered office of the Corporation, or at such other place within or outside
of Ontario as the board from time to time determines.
6.04 NOTICE OF MEETINGS - Notice of the time and place of each meeting of
shareholders shall be sent not less than 10 days and not more than 50 days
before the date of the meeting to the auditor of the Corporation, to each
director, and to each person whose name appears on the records of the
Corporation at the close of business on the day next preceding the giving of the
notice as a shareholder entitled to vote at the meeting. Notice of a special
meeting of shareholders shall state:
(a) the nature of the business to be transacted at the meeting in
sufficient detail to permit the shareholders to form a
reasoned judgment thereon; and
(b) the text of any special resolution or by-law to be submitted
to the meeting.
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A shareholder and any other person entitled to attend a meeting of shareholders
may in any manner and at any time waive notice of or otherwise consent to a
meeting of shareholders.
6.05 PERSONS ENTITLED TO BE PRESENT - The only persons entitled to attend a
meeting of shareholders shall be those entitled to vote thereat, the directors
and the auditor of the Corporation and others who although not entitled to vote
are entitled or required under any provision of the Act or by-laws of the
Corporation to be present at the meeting. Any other persons may be admitted only
on the invitation of the chairman of the meeting or with the consent of the
meeting.
6.06 QUORUM - Subject to the provisions of the Act, the holders of a majority of
the shares entitled to vote at a meeting of shareholders present in person or by
proxy constitute a quorum for the transaction of business at any meeting of
shareholders.
6.07 ONE-SHAREHOLDER MEETING - If the Corporation has only one shareholder, or
only one holder of any class or series of shares, the shareholder present in
person or by proxy constitutes a meeting.
6.08 RIGHT TO VOTE - At any meeting of shareholders, unless the articles
otherwise provide, each share of the Corporation entities the holder thereof to
one vote at a meeting of shareholders, subject to the provisions of the Act.
6.09 JOINT SHAREHOLDERS - Where two or more persons hold the same share or
shares jointly, any one of such persons present at a meeting of shareholders may
in the absence of the other vote the shares but, if two or more of such persons
who are present in person or by proxy, vote, they shall vote as one on the
shares jointly held by them.
6.10 PROXIES - Every shareholder entitled to vote at a meeting of shareholders
may, by means of a proxy, appoint a proxy holder or one or more alternate proxy
holders who are not required to be shareholders to attend and act at the meeting
in the manner and to the
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extent authorized by the proxy and with the authority conferred by the proxy. A
proxy shall be in writing and executed by the shareholder or by his attorney
authorized in writing and shall conform with the requirements of the Act. The
board may by resolution fix a time not exceeding 48 hours, excluding Saturdays
and holidays, preceding any meeting or adjourned meeting of shareholders, before
which time proxies to be used at that meeting must be deposited with the
Corporation or an agent thereof, and any period of time so fixed shall be
specified in the notice calling the meeting. A proxy shall be acted upon only
if, prior to the time so specified, it shall have been deposited with the
Corporation or an agent thereof specified in such notice or, where no time is
specified in such notice, the proxy 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.
6.11 SCRUTINEERS - At each meeting of shareholders one or more scrutineers may
be appointed by a resolution of the meeting or by the chairman with the consent
of the meeting to serve at the meeting. Such scrutineers need not be
shareholders of the Corporation.
6.12 VOTES TO GOVERN - Subject to the provisions of the Act, the articles and
the by-laws of the Corporation or any unanimous shareholder agreement, all
questions proposed for the consideration of the shareholders at a meeting shall
be decided by a majority of the votes cast thereon. In case of an equality of
votes either on a show of hands or on a poll, the chairman of the meeting shall
be entitled to a second or casting vote.
6.13 SHOW OF HANDS - Subject to the provisions of the Act, at all meetings of
shareholders every question shall be decided by a show of hands unless a ballot
thereon be required by the chairman or be demanded by a shareholder or
proxyholder present and entitled to vote. Upon a show of hands, every person
present and entitled to vote has one vote regardless of the number of shares he
represents. After a show of hands has been taken upon any question, the chairman
may require, or any shareholder or proxyholder present and entitled to vote may
demand, a ballot thereon. Whenever a vote by show of hands shall have been taken
upon a question, unless a ballot thereon be so required or
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demanded, a declaration by the chairman that the vote upon the question has been
carried or carried by a particular majority or not carried and an entry to that
effect in the minutes of the meeting shall be prima facie evidence of the fact
without proof of the number or proportion of the votes recorded in favour of or
against the question. The result of the vote so taken and declared shall be the
decision of the Corporation on the question. A demand for a ballot may be
withdrawn at any time prior to the taking of the ballot.
6.14 BALLOTS - If a ballot is required by the chairman of the meeting or is
demanded and the demand is not withdrawn, a ballot upon the question shall be
taken in such manner as the chairman of the meeting directs.
6.15 ADJOURNMENT - The chairman of a meeting of shareholders may, with the
consent of the meeting and subject to such conditions as the meeting may decide,
adjourn the meeting from time to time and from place to place.
6.16 RESOLUTION IN LIEU OF MEETING - Except where a written statement with
respect to the subject matter of the resolution is submitted by a director or
the auditors in accordance with the Act,
(a) a resolution in writing signed by all the shareholders entitled to
vote on that resolution at a meeting of shareholders is as valid as if it had
been passed at a meeting of the shareholders; and
(b) a resolution in writing dealing with any matter required by the Act
to be dealt with at a meeting of shareholders, and signed by all the
shareholders entitled to vote at that meeting, satisfies all the requirements of
the Act relating to that meeting of shareholders.
7. SHARES
7.01 ALLOTMENT - Subject to the provisions of the Act, the articles and any
unanimous shareholder agreement, the board may from time to time allot or grant
options to purchase the whole or any part of the authorized and unissued shares
of the Corporation at such time and to such persons and for such consideration
as the board shall determine, provided that no share shall be issued until it is
fully paid as provided by the Act.
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7.02 LIEN FOR INDEBTEDNESS - Subject to the provisions of the Act, the
Corporation shall have a lien on shares registered in the name of a shareholder
indebted to the Corporation. Such lien may be enforced, subject to any other
provision of the articles and to any unanimous shareholder agreement, by the
sale of the shares thereby affected or by any other action, suit, remedy or
proceeding authorized or permitted by law or by equity and, pending such
enforcement, the Corporation may refuse to register a transfer of the whole or
any part of such shares.
7.03 SHARE CERTIFICATES - Every holder of one or more shares of the Corporation
is entitled, at his option, to a share certificate, or to a non-transferable
written acknowledgment of his right to obtain a share certificate, stating the
number and class or a series of shares held by him as shown on the records of
the Corporation. Share certificates and acknowledgments of a shareholder's right
to a share certificate shall be in such form as the board shall from time to
time approve. Any share certificate shall be signed in accordance with Section
11.01 herein and need not be under the corporate seal.
7.04 REPLACEMENT OF SHARE CERTIFICATES - Subject to the provisions of the Act,
the directors may by resolution prescribe, either generally or in a particular
case, the conditions upon which a new share certificate may be issued to replace
a share certificate which has been defaced, lost, stolen or destroyed.
7.05 TRANSFER AGENT AND REGISTRAR - The board may from time to time appoint a
registrar to maintain the securities register and a transfer agent to maintain
the register of transfers and may also appoint one or more branch registrars to
maintain branch security registers and one or more branch transfer agents to
maintain branch registers of transfers, but one person may be appointed both
registrar and transfer agent. The board may at any time terminate any such
appointment.
7.06 JOINT SHAREHOLDERS - If two or more persons are registered as joint holders
of any share, the Corporation shall not be bound to issue more than one
certificate in respect
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thereof, and delivery of such certificate to one of such persons shall be
sufficient delivery to all of them. Any one of such persons may give effectual
receipts for the certificate issued in respect thereof or for any dividends,
bonus, return of capital or other money payable or warrant issuable in respect
of such share.
8. DIVIDENDS
8.01 DECLARATION - Subject to the provisions of the Act, the articles and to any
unanimous shareholder agreement, the board may declare and the Corporation may
pay dividends to the shareholders according to their respective rights and
interests in the Corporation. Dividends may be paid by issuing fully paid shares
of the Corporation or options or rights to acquire fully paid shares of the
Corporation or, subject to the provisions of the Act, may be paid in money or
property.
8.02 PAYMENT - A dividend payable in cash shall be paid by cheque drawn on the
Corporation's bankers or one of them to the order of each registered holder of
shares of the class in respect of which it has been declared, and mailed by
ordinary mail postage prepaid to such registered holder at his recorded address,
unless such holder otherwise directs. In the case of joint holders, the cheque
shall, unless such joint holders otherwise direct, be made payable to the order
of all of such joint holders and mailed to them at their recorded addresses. The
mailing of such cheque as aforesaid shall satisfy and discharge all 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, unless such
cheque be not paid on due presentation.
8.03 NON-RECEIPT OF CHEQUE - In the event of the non-receipt of any cheque for a
dividend by the person to whom it is so sent as aforesaid, the Corporation shall
issue to such person a replacement cheque for a like amount on such terms as to
indemnity, reimbursement of expenses and evidence of non-receipt and of title as
the board may from time to time prescribe, whether generally or in a particular
case.
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9. FINANCIAL YEAR
9.01 FINANCIAL YEAR - The financial year of the Corporation shall end on the
31st day of July in each year, until changed by a resolution of the board.
10. NOTICES
10.01 METHOD OF GIVING NOTICE - Any notice, communication or other document
required by the Act, the regulations, the articles or the by-laws to be given by
the Corporation to a shareholder, director, officer, or auditor or member of a
committee of the board of the Corporation under any provision of the Act, the
articles or by-laws or otherwise shall be sufficiently given if delivered
personally to the person to whom it is to be given or if delivered to his
recorded address or if mailed to him at his recorded address by prepaid ordinary
mail or if sent to him at his recorded address by any means of any prepaid
transmitted or recorded communication. A notice so delivered shall be deemed to
have been given when it is delivered personally or delivered to the recorded
address as aforesaid; a notice so mailed shall be deemed to have been received
on the fifth day after mailing; and a notice so sent by any means of transmitted
or recorded communication shall be deemed to have been given when dispatched or
delivered to the appropriate communication company or agency or its
representative for dispatch. The secretary may change or cause to be changed the
recorded address of any shareholder director, officer or auditor of the
Corporation in accordance with any information believed by him to be reliable.
The recorded address of a director shall be his latest address as shown in the
records of the Corporation or in the most recent notice filed under the Ontario
Corporations Information Act, whichever is the more current.
10.02 COMPUTATION OF TIME - In computing the date when notice must be given
under any provision requiring a specified number of days' notice of any meeting
or other event, "day" means a clear day and a period of days shall be deemed to
commence on the day following the event that began the period and shall be
deemed to terminate at midnight of the last day of the period except that if the
last day of the period falls on a Sunday or
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holiday the period shall terminate at midnight of the day next following that is
not a Sunday or holiday.
10.03 OMISSIONS AND ERRORS - The accidental omission to give any notice to any
shareholder, director, officer or auditor, or the non-receipt of any notice by
any shareholder, director, officer or auditor or any error in any notice not
affecting the substance thereof shall not invalidate any action taken at any
meeting held pursuant to such notice or otherwise founded thereon.
10.04 NOTICE TO JOINT SHAREHOLDERS - All notices with respect to any shares
registered in more than one name may, if more than one address appears on the
records of the Corporation in respect of such joint holding, be given to such
joint shareholders at the first address so appearing, and notice so given shall
be sufficient notice to all the holders of such shares.
10.05 PERSONS ENTITLED BY DEATH OR OPERATION OF LAW - Every person who by
operation of law, by transfer or the death of a shareholder or otherwise becomes
entitled to shares is bound by every notice in respect of such shares which has
been duly given to the registered holder from whom he derives title prior to his
name and address being entered on the records of the Corporation (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.
10.06 WAIVER OF NOTICE - Any shareholder (or his duly appointed proxy),
director, officer or auditor may waive any notice or abridge the time required
for any notice required to be given under any provision of the Act, the articles
or by-laws of the Corporation or otherwise, and such waiver or abridgement,
whether given before or after the meeting or other event of which notice is
required to be given, shall cure any default in the giving or in the time of
such notice, as the case may be. Any such waiver or
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abridgement shall be in writing except a waiver of notice of a meeting of
shareholders or of the board or a committee of the board which may be given in
any manner.
10.07 SIGNATURES TO NOTICES - The signatures to any notice to be given by the
Corporation may be written, stamped, typewritten or printed or partly written,
stamped, typewritten or printed.
11. EXECUTION OF DOCUMENTS
11.01 SIGNING OFFICERS - Deeds, transfers, assignments, contracts and
obligations of the Corporation may be signed by the president or a
vice-president or a director together with the secretary or treasurer or an
assistant secretary or assistant treasurer or another director. Notwithstanding
this, the board may at any time and from time to time direct the manner in which
and the person or persons by whom any particular deed, transfer, contract or
obligation or any class of deeds, transfers, contracts or obligations may be
signed.
11.02 SEAL - Any person authorized to sign any document may affix the corporate
seal thereto.
12. EFFECTIVE DATE
12.01 EFFECTIVE DATE - This by-law shall come into force when enacted by the
directors, subject to the provisions of the Act.
13. REPEAL
13.01 REPEAL - Upon this by-law coming into force, By-law Number 1 of the
Corporation is repealed provided that such repeal shall not affect the previous
operation of such by-law so repealed or affect the validity of any act done or
right, privilege,
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obligation or liability acquired or incurred under the validity of any contract
or agreement made pursuant to any such by-law prior to its repeal.
ENACTED by the board the 4th day of August 1993
/s/ Paul Chen
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Paul Chen President Sing Li Secretary
(Corporate Seal)
CONFIRMED by the shareholders the 4th day of August, 1993
-----------------------------------
Sing Li Secretary
Resolved that the foregoing by-law is hereby enacted by the directors
of the Corporation, pursuant to the Ontario Business Corporations Act as
evidenced by the respective signatures hereto of all the directors.
Dated the 4th day of August, 1993
/s/ Paul Chen
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Paul Chen Sing Li
In lieu of confirmation at a general meeting of the shareholders, we
the undersigned, being all of the shareholders of the Corporation entitled to
vote at a meeting of shareholders, hereby confirm in writing the above by-law in
accordance with the Ontario Business Corporations Act.
Dated the 4th day of August, 1993
/s/ Paul Chen /s/ Mina Chen
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Paul Chen Mina Chen
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/s/ Pi-Hsia Hsiao
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Pi-Hsia Hsiao