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EXHIBIT 1.
For Ministry Use Only Ontario Corporation Number
A l'usage exclusif du ministere Numero de la compagnie en Ontario
1346834
[ONTARIO LOGO]
Ministry of Ministere de
Consumer and Commercial la Consommation
Relations et du Commerce
CERTIFICATE CERTIFICAT
This is to certify that these Ceci certifie que las presents
articles are effective on statuts entrent en vigueur la
MARCH 23, 1999 23 MARS, 1999
/s/ Carol D. Kirsh
-----------------------------
Director/Directeur
Business Corporations Act/Loi sur les societes par actions
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ARTICLES OF AMALGAMATION
STATUS DE FUSION
1. The name of the Denomination sociale de la
amalgamated corporation is: compagnie issue de la fusion:
VIDEOFLICKS.COM INC.
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2. The address of the registered Adresse du siege social:
office is:
106 Orenda Road
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(Street & Number or R.R. Number & if Multi-Office Building give Room No.)
(Rue et numero, ou numero de la R.R. et, s'il s'agit
edifice a bureaux, numero du bureau)
Brampton, Ontario L6W 3W6
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(Name of Municipality or Post Office) (Postal Code/
(Nom de la municipalite ou du bureau de poste) Code postal)
3. Number (or minimum and Nombre (ou nombres minimal et
maximum number) of maximal) d'administrateurs:
directors is:
A minimum of 3 and a maximum of 15
4. The director(s) is/are: Administrateur(s):
Resident
Address for service, giving Street & No. or R.R. No., Canadian State
First Name, initials and surname Municipality and Postal code Yes or No
Domicile elu, y compris la rue et le numero, le numero Resident Canadien
Prenom, initiales et nom de familie de la R.R., ou le nom de la municipalite et le code postal Oui/Non
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Michael P. Kavanagh 41 Old Forest Hill Rd., Toronto, Ont. M5P 2P8 Yes
John Waddell 386 Brookdale Ave., Toronto, Ont. M5M 3Y3 Yes
Robert Bray R.R. #2, Tottenham, Ont. L0G 1W0 Yes
Garfield J. Last 1 Highland Avenue, Toronto, Ont. M4W 2A2 Yes
Stephen R. Dattels 1 Chestnut Park Rd., Courtyard, Toronto, Ontario, M4W 1W4 Yes
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CHECK A OR B
COCHER A OU B
5. [X] (A) The amalgamation agreement has been duly adopted by the
shareholders of each of the amalgamating corporations as required
by subsection 176(4) of the Business Corporations Act on the date
set out below.
(A) Les actionnaires de chaque compagnie qui fusionne ont dument adopte
la convention de fusion conformement au paragraphe 176(4) de la Loi
sur les compagnies a la date mentionnee ci-dessous.
[ ] (B) The amalgamation has been approved by the directors of each
amalgamating corporation by a resolution as required by section 177
of the Business Corporations Act on the date set out below.
The articles of amalgamation in substance contain the provisions of
the articles of incorporation of
(B) Les administrateurs de chaque compagnie qui fusionne ont approuve
la fusion par voie de resolution conformement a l'article 177 de la
Loi sur les compagnies a la date mentionnee ci-dessous.
Les statuts de fusion reprennent essentiellement les dispositions
des statuts constitutifs de
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and are more particularly set out in these articles.
et sont enonces textuellement aux presents statuts.
Names of amalgamating corporations Ontario Corporation Number Date of Adoption/Approval
Denomination sociale des
compagnies qui fusionnent Numero de la compagnie en Ontario Date d'adoption ou d'approbation
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Mantaur Petroleum Corporation 63514 March 17, 1999
1318780 Ontario Limited 1318780 March 17, 1999
Videoflicks.com Limited 1245146 February 1, 1999
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6. Restrictions, if any, on business the corporation may carry on or on powers
the corporation may exercise.
Limites, s'il y a lieu, imposees aux activites commerciales ou aux pouvoirs
de la compagnie.
None.
7. The classes and any maximum number of shares that the corporation is
authorized to issue:
Categories et nombre maximal, s'il y a lieu, d'actions que la compagnie
est autorisee a emettre:
An unlimited number of common shares and an unlimited number of preference
shares issuable in series, both without nominal or par value.
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8. Rights, privileges, restrictions and conditions (if any) attaching to each
class of shares and directors authority with respect to any class of shares
which may be issued in series:
Droits, privileges, restrictions et conditions, s'il y a lieu, rattaches a
chaque categorie d'actions et pouvoirs des administrateurs relatifs a chaque
categorie d'actions qui peut etre emise en serie:
(a) The common and preference shares shall be without nominal or par value;
(b) The holders of the common shares shall be entitled to vote at all
meetings of shareholders except meeting at which only holders of a specified
class of shares are entitled to vote, and holders of common shares shall be
entitled to one vote for each common share held and, subject to the rights,
privileges, restrictions and conditions attaching to any other class of shares
of the Corporation, to receive the remaining property of the Corporation upon
the dissolution of the Amalgamated Corporation;
(c) The rights, privileges, restrictions and conditions attaching to the
preference shares as a class are as follows:
(i) The preference shares may from time to time be issued in one or
more series and, subject to the following provisions, and subject to the
issuance by the Director appointed under the Business Corporations Act, or
appropriate official designated by successive legislation as amended from
time to time, of a Certificate of Amendment of Articles in respect thereof,
the directors may by resolution fix from time to time before such issue the
number of shares which is to comprise each series and the designation,
rights, privileges, restrictions and conditions attaching to each series of
preference shares including, without limiting the generality of the
foregoing, the rate or amount of dividends or the method of calculating
dividends, whether cumulative or non-cumulative, the date(s) and place(s) of
payment thereof, the redemption, purchase for cancellation and/or conversion
prices and terms and conditions of redemption, purchase and/or conversion
(if any), any share purchase plan or sinking fund or other provisions and
the restrictions (if any) respecting payment of dividends on any shares
ranking junior to the preference shares.
(ii) The preference shares of each series shall, with respect to the
priority in payment of dividends and the distribution of assets or return of
capital in the event of liquidation, dissolution or winding-up of the
Amalgamated Corporation, whether voluntary or involuntary, or any other
return of capital or distribution of the assets of the Corporation among its
shareholders for the purpose of winding-up its affairs, rank a parity with
the preference shares of every other series of the same class and be
entitled to preference over the common shares and over any other shares of
the Corporation ranking junior to the preference shares. The preference
shares of any series may also be given such other preferences, not
inconsistent with these Articles, over the common shares and any other
shares of the Corporation ranking junior to such preference shares as may be
determined by the directors.
(iii) If any cumulative dividends, whether or not earned or declared,
declared non-cumulative dividends, or amounts payable on the return of
capital in respect of a series of preference shares are not paid in full,
all preference shares of other series of the same class shall participate
rateably in respect of accumulated cumulative dividends, declared
non-cumulative dividends, and amounts payable on return of capital.
(iv) The preference shares of any series may be made convertible into
common shares.
(v) The holders of the preference shares shall be entitled to receive
copies of the annual financial statements of the Corporation and the
auditors' report thereon to be submitted to the shareholders of the
Corporation at annual meetings and the holders of each series of preference
shares shall have such rights to attend and vote at meetings of shareholders
by restrictions on attendances or voting rights thereat as may be determined
by resolution of the board of directors; and
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(d) The holders of shares of a class or series shall not be entitled to
vote separately as a class or series or to dissent upon a proposal to amend the
Articles of the Corporation to:
(i) increase or decrease any maximum number of authorized shares of
such class, or increase any maximum number of authorized shares of a class
having rights or privileges equal or superior to the shares of such class;
(ii) effect an exchange, reclassification or cancellation of all or
part of the shares of such class; or
(iii) create a new class of shares equal or superior to the shares
of such class.
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9. The issue, transfer or ownership of shares is/is not restricted and the
restrictions (if any) are as follows:
L'emission, le transfert ou la propriete d'actions est/n'est pas restreinte.
Les restrictions, s'il y a lieu, sont les suivantes:
No restrictions.
10. Other provisions, (if any):
Autres dispositions, s'il y a lieu:
Nil.
11. The statements required by subsection 178(2) of the Business Corporations
Act are attached as Schedule "A".
Les declarations exigees aux termes du paragraphe 178(2) de la Loi sur les
compagnies constituent l'annexe "A".
12. A copy of the amalgamation agreement or directors resolutions (as the case
may be) is/are attached as Schedule "B".
Une copie de la convention de fusion ou les resolutions des administrateurs
(selon le cas) constitue(nt) l'annexe "B".
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These articles are signed in duplicate.
Les presents statuts sont signes en double exemplaire.
Names of the amalgamating corporations and signatures and descriptions of office
of their proper officers.
Denomination sociale des compagnies qui fusionnent, signature et fonction de
leurs dirigeants regulierement designes.
Mantaur Petroleum Corporation 1318780 Ontario Limited
/s/ Garfield J. Last /s/ Garfield J. Last
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President President
Videoflicks.com Limited
/s/ Michael P. Kavanagh
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President
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STATEMENT OF DIRECTOR
I, GARFIELD J. LAST, state that:
1. I am a Director of MANTAUR PETROLEUM CORPORATION one of the amalgamating
corporations (hereinafter called the "Corporation").
2. I have conducted such examinations of the books and records of the
Corporation and have made such inquiries and investigations as are necessary
to enable me to make this declaration.
3. I have satisfied myself that there are reasonable grounds for believing
that:
(a) the Corporation is and the amalgamating corporation will be able to pay
its liabilities as they become due;
(b) the realizable value of the assets of the amalgamated corporation will
not be less than the aggregate of its liabilities and stated capital of
all classes;
(c) no creditor of the corporation will be prejudiced by the amalgamation;
(d) adequate notice has been given to all known creditors of the
amalgamating corporations; and
(e) no creditor objects to the amalgamation.
DATED this 17th day of March, 1999
/s/ Garfield J. Last
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GARFIELD J. LAST
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STATEMENT OF DIRECTOR
I, GARFIELD J. LAST, state that:
1. I am a Director of 1318780 ONTARIO LIMITED one of the amalgamating
corporations (hereinafter called the "Corporation").
2. I have conducted such examinations of the books and records of the
Corporation and have made such inquiries and investigations as are necessary
to enable me to make this declaration.
3. I have satisfied myself that there are reasonable grounds for believing
that:
(a) the Corporation is and the amalgamating corporation will be able to pay
its liabilities as they become due;
(b) the realizable value of the assets of the amalgamated corporation will
not be less than the aggregate of its liabilities and stated capital of
all classes;
(c) no creditor of the corporation will be prejudiced by the amalgamation;
(d) adequate notice has been given to all known creditors of the
amalgamating corporations; and
(e) no creditor objects to the amalgamation.
DATED this 17th day of March, 1999
/s/ Garfield J. Last
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GARFIELD J. LAST
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STATEMENT OF DIRECTOR
I, MICHAEL KAVANAGH, state that:
1. I am a Director of VIDEOFLICKS.COM LIMITED one of the amalgamating
corporations (hereinafter called the "Corporation").
2. I have conducted such examinations of the books and records of the
Corporation and have made such inquiries and investigations as are necessary
to enable me to make this declaration.
3. I have satisfied myself that there are reasonable grounds for believing
that:
(a) the Corporation is and the amalgamating corporation will be able to pay
its liabilities as they become due;
(b) the realizable value of the assets of the amalgamated corporation will
not be less than the aggregate of its liabilities and stated capital of
all classes;
(c) no creditor of the corporation will be prejudiced by the amalgamation;
(d) adequate notice has been given to all known creditors of the
amalgamating corporations; and
(e) no creditor objects to the amalgamation.
DATED this 17th day of March, 1999
/s/ Michael Kavanagh
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MICHAEL KAVANAGH
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SCHEDULE "B"
AMALGAMATION AGREEMENT
THIS AMALGAMATION AGREEMENT dated as of the 2nd day of February, 1999
B E T W E E N:
MANTAUR PETROLEUM CORPORATION, a corporation incorporated under
the laws of the Province of Ontario,
(hereinafter referred to as "MANTAUR")
OF THE FIRST PART;
- and -
VIDEOFLICKS.COM LIMITED, a corporation incorporated under the
laws of the Province of Ontario,
(hereinafter referred to as "VIDEOFLICKS")
OF THE SECOND PART;
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1318780 ONTARIO LIMITED, a corporation incorporated under the
laws of the Province of Ontario,
(hereinafter referred to as "ONTCO")
OF THE THIRD PART;
WHEREAS Mantaur, Videoflicks and Ontco have agreed to amalgamate to form
one continuing corporation under the name Videoflicks.com Inc., pursuant to the
laws of the Province of Ontario.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the
premises and the covenants, warranties, representations and conditions
hereinafter set forth and provided for, the parties hereto covenant and agree as
follows:
ARTICLE I
INTERPRETATION
1.1 DEFINITIONS
In this agreement, unless there is something in the subject matter or
context inconsistent
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therewith, the words and phrases set forth below shall have the meanings
ascribed thereto, namely:
(a) "AGREEMENT" means this Amalgamation Agreement;
(b) "AMALGAMATED CORPORATION" or "AMALCO" means the continuing corporation
constituted upon the Amalgamation becoming effective and the
Amalgamating Corporations amalgamating;
(c) "AMALCO COMMON SHARES" means the Common Shares without par value of
the Amalgamated Corporation;
(d) "AMALCO SERIES A WARRANT" means a warrant enabling the purchase of one
Amalco Common Share and one Amalco Series B Warrant at the price of
U.S. $0.75 until midnight four months next following the Effective
Date;
(e) "AMALCO SERIES B WARRANT" means a warrant enabling the purchase of one
Amalco Common Share at the price of U.S. $1.15 until midnight eight
months next following the Effective Date;
(f) "AMALGAMATING CORPORATIONS" means Mantaur, Videoflicks and Ontco;
(g) "CERTIFICATE OF AMALGAMATION" means the certificate provided for in
subsection 178(4) of the OBCA;
(h) "EFFECTIVE DATE" means the effective date set forth in the Certificate
of Amalgamation issued pursuant to the OBCA with respect to the
Amalgamation;
(i) "OBCA" means the Business Corporations Act, RSO 1990, c. B. 16,
including the regulations promulgated thereunder, both as amended from
time to time;
(j) "ONTCO CLASS A SHARES means the Class A Shares in the capital of
Ontco;
(k) "ONTCO COMMON SHARES" means the Common Shares in the capital of Ontco;
(k) "VIDEOFLICKS SHARES" means the Common Shares in the capital of
Videoflicks;
ARTICLE II
CONDITIONS PRECEDENT
2.1 This Agreement shall have no force and effect whatsoever and shall be null
and void unless:
(a) The holders of Mantaur Common Shares shall have approved this
Agreement, with or without amendment, in accordance with the requisite
majority of votes cast at the meeting convened to consider the same.
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(b) The holders of Ontco Common Shares and the holders of Videoflicks
Common Shares shall each have approved this Agreement, in writing or
in accordance with the requisite majority of votes cast at the meeting
convened to consider the same.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
3.1 The representations and warranties of each of the parties as set out in a
Pre-Amalgamation Agreement of even date herewith made between the parties
hereto, and Videoflicks Canada Limited (the "Pre-Amalgamation Agreement"), are
hereby incorporated by adoptions and such representations and warranties of each
of such party are hereby confirmed by each of the parties which made such
representations and warranties in the Pre-Amalgamation Agreement as being true
and correct as provided in the Pre-Amalgamation Agreement.
ARTICLE IV
AMENDMENT AND TERMINATION
4.1 This Agreement may, at any time and from time to time before and after the
holding of the meeting of Mantaur shareholders and after confirmation of this
Agreement by the Videoflicks, and Ontco shareholders, but not later than the
Effective Date, be amended by written agreement of all of Mantaur, Videoflicks
and Ontco without, subject to applicable law, further notice, to or
authorization of, the part of the shareholders of Mantaur, Videoflicks and
Ontco;
4.2 This Agreement may be terminated by any one of Mantaur, Videoflicks and
Ontco at any time prior to the issue of a Certificate of Amalgamation without
the further approval of the shareholders of Mantaur, Videoflicks and Ontco;
ARTICLE V
AMALGAMATION
5.1 The Amalgamating Corporations hereby agree to amalgamate pursuant to the
provisions of the OBCA and to continue as one corporation on the terms and
conditions set forth in this Agreement.
5.2 Mantaur shall call and hold a meeting of the holders of Mantaur Common
Shares to approve this Agreement.
5.3 Videoflicks shall call and hold a meeting of the holders of Videoflicks
Shares to approve this Agreement or obtain their unanimous written approval
thereof.
5.4 Ontco shall call and hold a meeting of the holders of Ontco Shares to
approve this Agreement or obtain their unanimous written approval thereof.
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5.5 On the Effective Date, the amalgamation of the Amalgamating Corporations and
their continuance as one corporation shall become effective; the property of
each Amalgamating Corporation shall continue to be the property of the
Amalgamated Corporation; the Amalgamated Corporation shall continue to be liable
for the obligations of each Amalgamating Corporation; any existing cause of
action, claim or liability to prosecution shall be unaffected; any civil,
criminal or administrative action or proceeding pending by or against an
Amalgamating Corporation may be continued to be prosecuted by or against the
Amalgamating Corporation; any conviction against, or ruling under a judgement in
favour of or against, an Amalgamating Corporation may be enforced by or against
the Amalgamated Corporation; and the Articles of Amalgamation with respect to
the Amalgamation shall be deemed to be the Articles of Incorporation of the
Amalgamated Corporation.
ARTICLE VI
AMALGAMATED CORPORATION
6.1 The name of the Amalgamated Corporation shall be Videoflicks.com Inc. or
such other name as may be approved by the Director appointed under the OBCA.
6.2 There shall be no restriction on the business which the Amalgamated
Corporation is authorized to carry on.
6.3 The registered office of the Amalgamated Corporation shall be in the City of
Brampton, in the Province of Ontario. Until changed by the board of directors,
the address of the registered office of the Amalgamated Corporation in the City
of Brampton, in the Province of Ontario, shall be 106 Orenda Road, Brampton,
Ontario, L6W 3W6.
6.4 (a) The Amalgamated Corporation shall be authorized to issue an unlimited
number of common shares and an unlimited number of preference shares
issuable in series, both without nominal or par value;
(b) The holders of the common shares shall be entitled to vote at all
meetings of shareholders except meeting at which only holders of a
specified class of shares are entitled to vote, and holders of common
shares shall be entitled to one vote for each common share held and,
subject to the rights, privileges, restrictions and conditions
attaching to any other class of shares of the Amalgamated Corporation,
to receive the remaining property of the Amalgamated Corporation upon
the dissolution of the Amalgamated Corporation;
(c) The rights, privileges, restrictions and conditions attaching to the
preference shares as a class are as follows:
(i) The preference shares may from time to time be issued in one or
more series and, subject to the following provisions, and subject
to the issuance by the Director appointed under the OBCA, or
appropriate official designated by successive legislation as
amended from time to time, of a Certificate of Amendment of
Articles in respect thereof, the directors may by resolution fix
from time to time before such issue the number of shares which is
to comprise
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each series and the designation, rights, privileges, restrictions
and conditions attaching to each series of preference shares
including, without limiting the generality of the foregoing, the
rate or amount of dividends or the method of calculating
dividends, whether cumulative or non-cumulative, the date(s) and
place(s) of payment thereof, the redemption, purchase for
cancellation and/or conversion prices and terms and conditions of
redemption, purchase and/or conversion (if any), any share
purchase plan or sinking fund or other provisions and the
restrictions (if any) respecting payment of dividends on any
shares ranking junior to the preference shares.
(ii) The preference shares of each series shall, with respect to the
priority in payment of dividends and the distribution of assets
or return of capital in the event of liquidation, dissolution or
winding-up of the Amalgamated Corporation, whether voluntary or
involuntary, or any other return of capital or distribution of
the assets of the Amalgamated Corporation among its shareholders
for the purpose of winding-up its affairs, rank a parity with the
preference shares of every other series of the same class and be
entitled to preference over the common shares and over any other
shares of the Amalgamated Corporation ranking junior to the
preference shares. The preference shares of any series may also
be given such other preferences, not inconsistent with these
Articles, over the common shares and any other shares of the
Amalgamated Corporation ranking junior to such preference shares
as may be determined by the directors.
(iii) If any cumulative dividends, whether or not earned or declared,
declared non-cumulative dividends, or amounts payable on the
return of capital in respect of a series of preference shares are
not paid in full, all preference shares of other series of the
same class shall participate rateably in respect of accumulated
cumulative dividends, declared non-cumulative dividends, and
amounts payable on return of capital.
(iv) The preference shares of any series may be made convertible into
common shares.
(v) The holders of the preference shares shall be entitled to receive
copies of the annual financial statements of the Amalgamated
Corporation and the auditors' report thereon to be submitted to
the shareholders of the Amalgamated Corporation at annual
meetings and the holders of each series of preference shares
shall have such rights to attend and vote at meetings of
shareholders or restrictions on attendances or voting rights
thereat as may be determined by resolutions of the board of
directors; and
(d) The holders of shares of a class or series shall not be entitled to
vote separately as a class or series or to dissent upon a proposal to
amend the Articles of the Amalgamated Corporation to:
(i) increase or decrease any maximum number of authorized shares of
such class, or increase any maximum number of authorized shares
of a class having rights or privileges equal or superior to the
shares of such class;
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(ii) effect an exchange, reclassification or cancellation of all or
part of the shares of such class; or
(iii) create a new class of shares equal or superior to the shares of
such class.
6.5 There shall be no restrictions on the issue, transfer or ownership of shares
in the capital of the Amalgamated Corporation.
6.6 The board of directors of the Amalgamated Corporation shall, until otherwise
changed in accordance with the Act, consist of a minimum of three and a maximum
of eleven directors, the number of which the directors shall be empowered to fix
from time to time.
6.7 On the Effective Date, the number of directors shall be five (5). The first
directors of the Amalgamated Corporation shall be the persons whose names and
addresses appear below:
FULL NAME RESIDENCE ADDRESS
Michael P. Kavanagh 41 Old Forest Hill Road, Toronto, Ontario, M5P 2P8
John Waddell 386 Brookdale Avenue, Toronto, Ontario, M5M 3Y3
Robert Bray R.R. #2 Tottenham, Ontario, L0G 1W0
Garfield J. Last 1 Highland Avenue, Toronto, Ontario, M4W 2A2
Stephen R. Dattels 1 Chestnut Park Road, Courtyard, Toronto, Ontario, M4W 1W4
Each of the foregoing is a resident of Canada.
Such directors shall hold office until the first annual meeting of the
Amalgamated Corporation or until their successors are duly elected or appointed.
6.8 The by-laws of the Amalgamated Corporation until repealed, amended or
altered shall be the by-laws of Mantaur.
6.9 Without limiting the borrowing powers of the Amalgamated Corporation as set
forth in the OBCA, as amended from time to time, the Amalgamated Corporation
may, from time to time, with or without the authority of any by-laws or the
authorization of the shareholders:
(a) Borrow money upon the credit of the Amalgamated Corporation including
by way of overdraft;
(b) Issue, reissue, sell or pledge bonds, debentures, notes or other
evidences of indebtedness or guarantees of the Amalgamated Corporation
whether secured or unsecured;
(c) Charge, mortgage, hypothecate, pledge or otherwise create a security
interest in the undertaking or in all or any currently owned or
subsequently acquired real or personal, movable or immovable property
of the Amalgamated Corporation, including book debts, rights, powers
and franchises, to secure any such bonds, debentures, notes or other
evidences or indebtedness or guarantees or any other present or future
indebtedness or liability of the Amalgamated Corporation; and
(d) For the purpose of the Special Corporate Powers Act of the Province of
Quebec, and
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without in any way limiting the powers conferred upon the Amalgamated
Corporation and its directors by section 184 or any other provisions
of the OBCA, the Amalgamated Corporation, for the purpose of securing
any bonds, debentures or debenture stock which it is by law entitled
to issue, may hypothecate, mortgage or pledge, and cede and transfer,
any property, movable or immovable, present or future, which it may
own in the Province of Quebec.
The foregoing powers or any of them may be exercised from time to time by
the directors of the Amalgamated Corporation and may be delegated from time to
time by them to any one or more persons whether or not directors or officers of
the Amalgamated Corporation with or without the authority of any by-law to that
effect.
6.10 The auditors of the Amalgamated Corporation shall be BDO Dunwoody LLP,
Chartered Accountants.
6.11 The Registrar and Transfer Agent of the Amalgamated Corporation shall be
Equity Transfer Services Inc.
ARTICLE VII
EXCHANGE OF SECURITIES
7.1 The shares in the capital of the Amalgamating Corporations which are issued
and outstanding immediately prior to the Effective Date shall, on and from the
Effective Date, be converted into issued and outstanding securities in the
capital of the Amalgamated Corporation as follows:
(a) Every five issued and outstanding Mantaur Common Shares shall be
converted into one issued and fully-paid Amalco Common Share, and
one-half of one Amalco Series A Warrant;
(b) Every one issued and outstanding Videoflicks Common Share shall be
converted into one issued and fully paid Amalco Common Share;
(c) Every one issued and outstanding Ontco Common Share shall be converted
into one issued and fully paid Amalco Common Share, and one-half of
one Amalco Series A Warrant;
(d) Every one issued and outstanding Ontco Class A Shares shall be
converted into one issued and fully paid Amalco Common Share.
7.2 The stated capital of Mantaur shall be reduced to the aggregate sum of
$1.00. The stated capital of the Amalgamated Corporation shall be equal to the
aggregate of the stated capitals of the Amalgamating Corporations immediately
prior to the Amalgamation becoming effective, (after giving effect to the
reduction in Mantaur's stated capital as aforesaid).
7.3 Where fractions of a share of a Series A Warrant result from the conversions
referred to in section 7.1, no fractional Shares will be issued and, instead
thereof, one whole share and one
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whole Series A Warrant shall be issued to the holders of Amalco Common or Amalco
Series A Warrants who would otherwise be entitled to receive a fraction of an
Amalco Common Share or an Amalco Series A Warrant.
ARTICLE VIII
SHARE CERTIFICATES
8.1 Dissenting shareholders who:
(a) ultimately are entitled to be paid fair value for their Mantaur Common
Shares shall be deemed to have had their Mantaur Common Shares
cancelled on the Effective Date and the Amalgamated Corporation shall
not be required to recognize such holders as shareholders of the
Amalgamated Corporation from and after the Effective Date and the
names of such holders shall be deleted from the register of holders of
Shares of the Amalgamated Corporation from and after the Effective
Date; and
(b) ultimately are not entitled to be paid fair value, for any reason, for
their Mantaur Common Shares which shall be deemed to have been
cancelled on the Effective Date, shall be deemed to have been issued
Amalgamated Shares for their Mantaur Common Shares on the Effective
Date as provided in section 7.1 hereof.
ARTICLE IX
TERMINATION OF AMALGAMATION AGREEMENT
9.1 Notwithstanding any other provision hereof, this Agreement may, prior to the
issuance of a Certificate of Amalgamation, be terminated by the board of
directors of any of Mantaur, Videoflicks or Ontco.
ARTICLE X
ARTICLES OF AMALGAMATION
10.1 Subject to section 9.1 hereof, after this Agreement has been approved in
accordance with the OBCA and all other terms and conditions contained in section
2.1 hereof have been fulfilled, the Amalgamating Corporations shall, on such day
as the directors of Mantaur, Videoflicks and Ontco may select, jointly file with
the Director under the OBCA, Articles of Amalgamation and such other documents
as may be required to complete their amalgamation.
ARTICLE XI
GENERAL
11.1 This Agreement may be executed in counterparts all of which taken together
shall constitute this Agreement.
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11.2 Necessary changes in gender required to make this Agreement apply to either
corporations or individuals, males or females, will in all instances be assumed
as though in each case fully expressed.
11.3 This Agreement shall be governed by and construed in accordance with the
laws of the Province of Ontario.
IN WITNESS WHEREOF this Agreement has been executed by the parties hereto.
MANTAUR PETROLEUM CORPORATION
By: /s/ GARFIELD J. LAST
---------------------------------------
GARFIELD J. LAST, President
VIDEOFLICKS.COM LIMITED
By: /s/ MICHAEL P. KAVANAGH
---------------------------------------
MICHAEL P. KAVANAGH, President
1318780 ONTARIO LIMITED
By: /s/ GARFIELD J. LAST
---------------------------------------
GARFIELD J. LAST, President
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1
BY-LAW NO. 1A
OF
MANTAUR PETROLEUM CORPORATION
TABLE OF CONTENTS
PAGE NO.
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ARTICLE 1 INTERPRETATION
1
ARTICLE 2 SEAL, REGISTERED OFFICE AND
FINANCIAL YEAR
2.1 Seal 1
2.2 Registered Office 2
2.3 Financial Year 2
ARTICLE 3 DIRECTORS
3.1 Power of Directors 2
3.2 Number and Quorum 2
3.3 Qualification 2
3.4 Resident Canadians 2
3.5 Election and Term 2
3.6 Removal of Directors 2
3.7 Vacancies 2
3.8 Vacation of Office 2
3.9 Committee of Directors 3
3.10 Transaction of Business 3
3.11 Procedure 3
3.12 Remuneration of Directors 3
3.13 Disclosure of Interest 3
ARTICLE 4 MEETING OF DIRECTORS
4.1 Notice of Meeting 3
4.2 First Meeting of New Board 3
4.3 Place of Meeting 4
4.4 Meetings by Telephone 4
4.5 Voting 4
4.6 Chairman 4
4.7 Transaction of Business by Signature 4
ARTICLE 5 OFFICERS
5.1 Appointment 4
5.2 Remuneration and Removal 4
5.3 Chairman of the Board 5
5.4 Managing Director 5
5.5 President 5
5.6 Vice-President 5
5.7 Secretary 5
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PAGE NO.
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5.8 Treasurer 5
5.9 Other Officers 5
5.10 Variation of Powers and Duties 5
5.11 Term of Office 6
ARTICLE 6 PROTECTION OF DIRECTORS AND OFFICERS AND OTHERS
6.1 Limitation of Liability 6
6.2 Indemnity 6
6.3 Insurance 6
ARTICLE 7 MEETINGS OF SHAREHOLDERS
7.1 Annual Meeting 6
7.2 Special Meetings 7
7.3 Place of Meetings 7
7.4 Notice 7
7.5 Omission of Notice 7
7.6 List of Shareholders Entitled to Notice 7
7.7 Record Date for Notice 7
7.8 Chairman, Secretary and Scrutineers 8
7.9 Persons Entitled to be Present 8
7.10 Quorum 8
7.11 Right to Vote 8
7.12 Representatives 8
7.13 Proxies 8
7.14 Time for Deposit of Proxies 9
7.15 Joint Shareholders 9
7.16 Votes to Govern 9
7.17 Show of Hands 9
7.18 Polls 9
7.19 Adjournment 9
7.20 Resolution in Writing 9
ARTICLE 8 SHARES AND TRANSFERS
8.1 Allotment and Issue 10
8.2 Payment of commissions 10
8.3 Registration of Transfer 10
8.4 Share Certificates 10
8.5 Transfer Agent and Registrar 10
8.6 Surrender of Certificates 11
8.7 Lien for Indebtedness 11
8.8 Enforcement of Lien 11
8.9 Non-Recognition of Trusts 11
8.10 Lost Certificates 11
8.11 Joint Shareholders 11
8.12 Deceased Shareholders 11
ARTICLE 9 VOTING SHARES IN OTHER COMPANIES 12
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PAGE NO.
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ARTICLE 10 INFORMATION AVAILABLE TO SHAREHOLDERS
10.1 Discovery of Information 12
10.2 Inspection of Records 12
ARTICLE 11 DIVIDENDS
11.1 Declaration 12
11.2 Payment 12
11.3 Non-Receipt of Cheques 13
11.4 Record Date for Dividends and Rights 13
11.5 Unclaimed Dividends 13
ARTICLE 12 NOTICES
12.1 Service 13
12.2 Shares Registered in Several Names 13
12.3 Entitlement by Operation of Law 13
12.4 Notice Deceased Shareholders 14
12.5 Signature to Notices 14
12.6 Computation of Time 14
12.7 Undelivered Notices 14
12.8 Omissions and Errors 14
12.9 Proof of Service 14
12.10 Waiver of Notice 14
ARTICLES 13 CUSTODY OF SECURITIES
13.1 Safekeeping 15
13.2 Nominees 15
ARTICLE 14 EXECUTION OF INSTRUMENTS
14.1 Cheques, Drafts and Notes 15
14.2 Contracts, Documents or Other Instrument 15
14.3 Sealing of Contracts 16
23
BY-LAW NO. 1A
a by-law relating generally
to the conduct of the affairs of
MANTAUR PETROLEUM CORPORATION
the "Corporation")
ARTICLE 1
INTERPRETATION
1.1 In this by-law and all other by-laws of the Corporation, unless the context
otherwise specifies or requires:
(i) "ACT" means the Business Corporations Act, R.S.O. 1990, c.
B.16 as from time to time amended and every statute that may
be substituted therefor;
(ii) "REGULATIONS" means the Regulations made under the Act as
from time to time amended and every regulation that may be
substituted therefor;
(iii) "BOARD" means the board of directors of the Corporation;
(iv) all terms which are used in this or any other by-law of the
Corporation and which are defined in the Act or the
Regulations shall have the meanings given to them in the Act
or the Regulations;
(v) words importing the singular number include the plural and
vice versa;
(vi) words importing the masculine gender include the feminine
and neuter genders; and
(vii) the word "person" includes individuals, bodies corporate,
corporations, companies, partnerships, syndicates, trusts
and unincorporated organizations.
ARTICLE 2
SEAL, REGISTERED OFFICE AND FINANCIAL YEAR
2.1 SEAL - The Corporation may but need not have a corporate seal. Any corporate
seal adopted for the Corporation shall be such as the board of directors may
from time to time approve by resolution.
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2.2 REGISTERED OFFICE - The shareholders may from time to time by special
resolution fix the municipality or geographic township in Ontario in which the
Corporation's registered office is located. The directors may from time to time
by resolution fix the location of the registered office within such municipality
or geographic township.
2.3 FINANCIAL YEAR - The financial year of the Corporation shall terminate on
such date in each year as the directors may from time to time by resolution
determine.
ARTICLE 3
DIRECTORS
3.1 POWER OF DIRECTORS - Subject to any unanimous shareholder agreement, the
directors shall manage or supervise the management of the business and affairs
of the Corporation.
3.2 NUMBER AND QUORUM - The board of directors shall consist of the number of
directors set out in the articles of the Corporation or, where a minimum and
maximum number is provided for in the articles, such number of directors as
shall be determined from time to time by special resolution or, if the special
resolution empowers the directors to determine the number, by resolution of the
directors. The quorum for the transaction of business at any meeting of the
board shall consist of two-fifths of the number of directors.
3.3 QUALIFICATION - Each director shall be eighteen (18) or more years of age
and no person who is not an individual, who has the status of a bankrupt or who
is of unsound mind and has been so found by a court in Canada or elsewhere shall
be a director. A director need not be a shareholder.
3.4 RESIDENT CANADIANS - A majority of the directors shall be resident
Canadians.
3.5 ELECTION AND TERM - The election of directors shall take place at each
annual meeting of shareholders and all the directors then in office shall retire
but, if qualified, shall be eligible for re-election. The number of directors to
be elected at any such meeting shall be the number of directors then in office
unless the directors or shareholders shall have otherwise determined in
accordance with the Act. If an election of directors is not held at the proper
time, the incumbent directors shall continue in office until their successors
are elected.
3.6 REMOVAL OF DIRECTORS - Subject to the provisions of the Act, the
shareholders may by ordinary resolution passed at an annual or special meeting
of shareholders, remove any director or directors from office before the
expiration of his term of office and the vacancy created by such removal may be
filled at the same meeting failing which it may be filled by the directors.
3.7 VACANCIES - Vacancies among the directors shall be filled in compliance with
the Act.
3.8 VACATION OF OFFICE - The office of a director shall ipso facto be vacated:
(a) if he dies; (b) if he becomes bankrupt or suspends payment of his debts
generally or compounds with his creditors or makes an authorized assignment or
is declared insolvent; (c) if he is found to be of unsound mind or a mentally
incompetent person; or (d) subject to the provisions of the Act if by notice in
writing to the Corporation he resigns his office. Any such resignation shall be
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effective at the time it is sent to the Corporation or at the time specified in
the notice, whichever is later.
3.9 COMMITTEE OF DIRECTORS - The directors may appoint from among their number a
committee of directors and, subject to the provisions of the Act, may delegate
to such committee any of the powers of the directors. A majority of the
directors of any such committee must be resident Canadians.
3.10 TRANSACTION OF BUSINESS - The powers of a committee of directors may be
exercised by a meeting at which a quorum is present or by resolution in writing
signed by all the members of such committee who would have been entitled to vote
on that resolution at a meeting of the committee. Meetings of such committee may
be held at any place within or outside Ontario.
3.11 PROCEDURE - Unless otherwise determined by the board, 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.
3.12 REMUNERATION OF DIRECTORS - The remuneration to be paid to the directors
shall be such as the Board shall from time to time determine and such
remuneration shall be in addition to the salary paid to any officer or employee
of the Corporation who is also a member of the Board. The directors may also
award special remuneration to any director undertaking any special services on
the Corporation's behalf other than the routine work ordinarily required of a
director by the Corporation and the confirmation of any such resolution or
resolutions by the shareholders shall not be required. The directors shall also
be entitled to be paid their travelling and other expenses properly incurred by
them in connection with the affairs of the Corporation.
3.13 DISCLOSURE OF INTEREST - Every director or officer of the Corporation who
is a party to a material contract or a proposed material contract with the
Corporation or who is the director or an officer of, or has a material interest
in, any person who is a party to a material contract, or a 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.
ARTICLE 4
MEETINGS OF DIRECTORS
4.1 NOTICE OF MEETING - Meetings of the Board shall be held from time to time at
such place, at such time and on such day as the Chairman of the Board, if any,
the President or any two directors may determine, and the Secretary shall call
meetings when so directed or so authorized. Notice of every meeting so called
shall be delivered or mailed or sent by telegram, telex, facsimile or other
electronic means to each director not less than forty-eight (48) hours before
the time when the meeting is to be held. No notice of a meeting shall be
necessary if all the directors are present or if those absent have waived notice
of or have otherwise signified their consent to the holding of such meeting.
4.2 FIRST MEETING OF NEW BOARD - For the first meeting of the Board to be held
immediately following the election of directors by the shareholders or for a
meeting of the Board at which a director is appointed to fill a vacancy in the
Board, no notice of such meeting shall be
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necessary to the newly elected or appointed director or directors in order to
legally constitute the meeting, provided that a quorum of the directors is
present.
4.3 PLACE OF MEETING - Meetings of the Board and of a committee of directors may
be held at any place within or outside of Ontario and in any financial year of
the Corporation a majority of the meetings of the board of directors of the
Corporation need not be held within Canada.
4.4 MEETINGS BY TELEPHONE - If all the directors present at or participating in
a meeting consent, a meeting of the directors or of a committee of directors may
be held by means of such 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 shall be deemed to be present at the meeting. Any such
consent shall be effective whether given before or after the meeting to which it
relates. Any such consent shall be effective whether given before or after the
meeting to which it relates and may be given with respect to all meetings of the
board and of committees of the board held while a director holds office.
4.5 VOTING - At all meetings of the Board, every question shall be decided by a
majority of the votes cast. In case of an equality of votes the chairman of the
meeting shall be entitled to a second or casting vote in addition to his
original vote.
4.6 CHAIRMAN - The Chairman of the Board, if elected and present, and otherwise
the President, shall be chairman of any meeting of the Board. If no such officer
is present the directors present shall choose one of their members to be
chairman.
4.7 TRANSACTION OF BUSINESS BY SIGNATURE - A resolution in writing signed by all
the directors entitled to vote on that resolution at a meeting of directors or a
committee of directors is as valid as if it had been passed at a meeting of
directors or a committee of directors.
ARTICLE 5
OFFICERS
5.1 APPOINTMENT - The Board shall annually or more often as may be necessary,
appoint a President and a Secretary and, if deemed advisable, may annually or
more often as may be necessary, appoint a Chairman of the Board, a Managing
Director, one or more Vice-Presidents, a Treasurer and such other officers as
the Board may determine including one or more assistants to any of the officers
so appointed. None of the said officers, except the Chairman of the Board and
the Managing Director, need be a director. Any two of the said offices may be
held by the same person. If the same person holds the office of Secretary and
Treasurer, he may, but need not, be known as the Secretary-Treasurer. The Board
may from time to time appoint such other officers and agents as it shall deem
necessary who shall have such authority and shall perform such duties as may
from time to time be determined by the Board.
5.2 REMUNERATION AND REMOVAL - The terms of employment and remuneration of all
officers appointed by the Board (including the President) shall be determined,
or the manner of determination thereof provided for, 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.
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5.3 CHAIRMAN OF THE BOARD - From time to time the Board may appoint a Chairman
of the Board who shall be a director. If so appointed, the Chairman of the Board
shall, if present, preside at all meetings of the Board and at all meetings of
shareholders. In addition, the Board may assign to him any of the powers and
duties that are by any provisions of this by-law assigned to the President, and
he shall have such other powers and duties as the Board may prescribe. During
the absence or disability of the Chairman of the Board, his duties shall be
performed and his powers exercised by the managing director, if any, or by the
president.
5.4 MANAGING DIRECTOR - The Managing Director shall, if appointed, be a resident
Canadian and shall exercise such powers and have such authority as may be
delegated to him by the Board in accordance with the provisions of the Act.
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.
5.5 PRESIDENT - The President shall be the chief executive officer of the
Corporation unless otherwise determined by resolution of the Board and shall
have responsibility for the general management and direction of the business and
affairs of the Corporation, subject to the authority of the Board. 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.
5.6 VICE-PRESIDENT - A Vice-President shall perform such duties and exercise
such powers as the President may from time to time delegate to him or as the
Board may prescribe.
5.7 SECRETARY - The Secretary shall give, or cause to be given, all notices
required to be given to shareholders, directors, auditors and members of
committees. He shall attend all meetings of the directors and of the
shareholders and shall enter or cause to be entered in books kept for that
purpose minutes of all proceedings at such meetings. He shall be the custodian
of all books, papers, records, documents and other instruments belonging to the
Corporation. He shall perform such other duties as may from time to time be
prescribed by the Board or the chief executive officer.
5.8 TREASURER - The Treasurer shall ensure that adequate accounting records are
prepared and maintained and shall keep, or cause to be kept, full and accurate
books of account in which shall be recorded all receipts and disbursements of
the Corporation and, subject to the direction of the Board, shall control the
deposit of money, the safekeeping of securities and the disbursement of funds of
the Corporation. He shall provide to the Board whenever required of him 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 or the chief executive officer.
5.9 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 POWERS AND DUTIES - The board may from time to time and
subject to the provisions of the Act, vary, add to or limit the powers and
duties of any officer.
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5.11 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.
ARTICLE 6
PROTECTION OF DIRECTORS AND OFFICERS AND OTHERS
6.1 LIMITATION OF LIABILITY - 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 moneys of the Corporation shall be invested, or for any loss or
damage arising from the bankruptcy, insolvency or tortious acts of any person
with whom any of the moneys, securities or effects of the Corporation shall be
deposited, or for any loss occasioned by any error of judgment or oversight on
his part, or for any other loss, damage or misfortune whatever which shall
happen in the execution of the duties of his office or in relation thereto,
unless the same are occasioned by his own wilful neglect or default; providing
that nothing herein shall relieve any director or officer from the duty to act
in accordance with the Act and the regulations thereunder or from liability for
any breach thereof.
6.2 INDEMNITY - Subject to the limitations contained in the Act, the Corporation
shall indemnify a director or officer, a former director or officer, or a person
who acts or acted at the Corporation's request as a director or officer of a
body corporate of which the Corporation is or was a shareholder or creditor (or
a person who undertakes or has undertaken any liability on behalf of the
Corporation or any such body corporate) and his heirs and legal representatives,
against all costs, charges and expenses, including an amount paid to settle an
action or satisfy a judgment, reasonably incurred by him in respect of any
civil, criminal or administrative action or proceeding to which he is made a
party by reason of being or having been a director or officer of the Corporation
or such body corporate, if
a) he acted honestly and in good faith with a view to the best
interests of the Corporation; and
b) in the case of a criminal or administrative action or proceeding
that is enforced by a monetary penalty, he had reasonable grounds
for believing that his conduct was lawful.
6.3 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.
ARTICLE 7
MEETINGS OF SHAREHOLDERS
7.1 ANNUAL MEETING - The annual meeting of shareholders shall be held on such
day in each year and at such time and place in or outside Ontario as the
directors may determine for the purpose of hearing and receiving the reports and
statements required by the Act to be placed before the shareholders at any
annual meeting, electing directors, appointing an auditor and fixing or
authorizing the board of directors to fix his remuneration and for the
transaction of such other business as may properly be brought before the
meeting.
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7.2 SPECIAL MEETINGS - The Board, the Chairman of the Board, the Managing
Director, the President or a Vice-President who is a director shall have the
power at any time to call a special meeting of the shareholders of the
Corporation to be held at any time and place in or outside Ontario.
The phrase "meeting of shareholders" wherever it occurs in this by-law
shall mean and include an annual meeting of shareholders, a special meeting of
shareholders and any meeting of any class or classes of shareholders.
7.3 PLACE OF MEETINGS. Meetings of shareholders shall be held at the registered
office of the Corporation or elsewhere in the municipality in which the
registered office is situate or, if the board shall so determine, at some other
place in or outside Canada.
7.4 NOTICE - Notice of the time and place of each meeting of shareholders shall
be given not less than twenty-one (21) nor more than fifty (50) days before the
day on which the meeting is to be held, to the auditor, the directors and to
each shareholder entitled to vote at the meeting. Notice of a special meeting of
shareholders shall state the nature of the business to be transacted in
sufficient detail to permit the shareholders to form a reasoned judgment and
shall state the text of any special resolution to be submitted to the meeting. A
meeting of shareholders may be held at any time without notice if all of the
shareholders entitled to vote thereat are present or represented by proxy and do
not object to the holding of the meeting or those not so present or represented
by proxy have waived notice, if the auditor and the directors are present or
have waived notice of or otherwise consent to such meeting being held.
7.5 OMISSION OF NOTICE - The accidental omission to give notice of any meeting
or the non- receipt of any notice by any shareholder or shareholders, by any
director or directors or by the auditor of the Corporation shall not invalidate
any resolution passed or any proceedings taken at any meeting of shareholders.
7.6 LIST OF SHAREHOLDERS ENTITLED TO NOTICE - For every meeting of shareholders,
the Corporation shall prepare a list of shareholders entitled to receive notice
of the meeting, arranged in alphabetical order and showing the number of shares
entitled to vote at the meeting held by each shareholder. If a record date for
the meeting is fixed pursuant to section 7.7, the shareholders listed shall be
those registered at the close of business on a day not later than ten (10) days
after such record date. If no record date is fixed, the shareholders listed
shall be those registered at the close of business on the day immediately
preceding the day on which notice of the meeting is given, or where no such
notice is given, the day on which the meeting is held. The list shall be
available for examination by any shareholder during usual business hours at the
registered office of the Corporation or at the place where the securities
register is kept and at the place where the meeting is held.
7.7 RECORD DATE FOR NOTICE - The board may fix in advance a record date,
preceding the date of any meeting of shareholders by not more than fifty (50)
days and not less than twenty-one (21) days, for the determination of the
shareholders entitled to notice of the meeting, provided that notice of any such
record date is given not less than seven (7) days before such record date, by
newspaper advertisement in the manner provided in the Act. If no record date is
so fixed, the record date for the determination of the shareholders entitled to
notice of the meeting shall be the close of business on the day immediately
preceding the day on which the notice is given.
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7.8 CHAIRMAN, SECRETARY AND SCRUTINEERS - The chairman of any meeting of
shareholders shall be the first mentioned of such of the following officers as
have been appointed and who is present at the meeting; chairman of the board,
president, managing director, or a vice-president who is a shareholder. If no
such officer is present within fifteen (15) minutes from the time fixed for
holding the meeting, the persons present and entitled to vote shall choose one
of their number to be chairman. Notwithstanding the aforegoing, the person
designated to act as chairman of a meeting of shareholders pursuant to the first
sentence of this section 7.8 shall have the right to appoint any person, who
need not be a shareholder, to act as chairman of such meeting in his place and
stead. If the secretary of the Corporation is absent, the chairman shall appoint
some person, who need not be a shareholder, to act as secretary of the meeting.
If desired, one or more scrutineers, who need not be shareholders, may be
appointed by a resolution or by the chairman with the consent of the meeting.
7.9 PERSONS ENTITLED TO BE PRESENT - The only persons entitled to attend a
meeting of shareholders shall be those entitled to vote thereat, the directors
of the Corporation, the auditor of the Corporation and others who although not
entitled to vote are entitled or required under the provisions of the Act or
by-laws of the Corporation to be present at the meeting. Any other person may be
admitted only on the invitation of the Chairman of the meeting or with the
consent of the meeting.
7.10 QUORUM - A quorum for the transaction of business at any meeting of
shareholders shall be two (2) persons present in person, each being a
shareholder entitled to vote thereat or a duly appointed proxy for an absent
shareholder so entitled.
7.11 RIGHT TO VOTE - Subject to the provisions of the Act as to authorized
representatives of any other body corporate, at any meeting of shareholders in
respect of which the Corporation has prepared the list referred to in section
7.6, every person who is named in such list shall be entitled to vote the shares
shown thereon opposite his name except, where the Corporation has fixed a record
date in respect of such meeting pursuant to section 7.7, to the extent that such
person has transferred any of his shares after such record date and the
transferee, upon producing properly endorsed certificates evidencing such shares
or otherwise establishing that he owns such shares, demands not later than ten
(10) days before the meeting that his name be included to vote the transferred
shares at the meeting. In the absence of a list prepared as aforesaid in respect
of a meeting of shareholders, every person shall be entitled to vote at the
meeting 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.
7.12 REPRESENTATIVES - An executor, administrator, committee of a mentally
incompetent person, guardian or trustee and where a corporation is such
executor, administrator, committee of a mentally incompetent person, guardian or
trustee, any person duly appointed a proxy for such corporation, upon filing
with the secretary of the meeting sufficient proof of his appointment, shall
represent the shares in his or its hands at all meetings of the shareholders of
the Corporation and may vote accordingly as a shareholder in the same manner and
to the same extent as the shareholder of record.
7.13 PROXIES - 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.
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7.14 TIME FOR DEPOSIT OF PROXIES - The board may specify in a notice calling a
meeting of shareholders a time, preceding the time of such meeting by not more
than forty-eight (48) hours exclusive of Saturdays and holidays, before which
time 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, unless it has been received by the secretary
of the Corporation or by the chairman of the meeting or any adjournment thereof
prior to the time of voting.
7.15 JOINT SHAREHOLDERS - If two (2) or more persons hold shares jointly, any
one of them present in person or represented by proxy at a meeting of
shareholders may, in the absence of the other or others, vote the shares; but if
two (2) or more of those persons are present in person or represented by proxy
and vote, they shall vote as one on the shares jointly held by them.
7.16 VOTES TO GOVERN At all meetings of shareholders every question shall be
determined by a majority of the votes cast on the question, unless otherwise
required by the articles or by-laws or by the Act. In the case of an equality of
votes at any meeting of shareholders, either upon a show of hands or upon a
poll, the chairman of the meeting shall be entitled to a second or casting vote
in addition to the vote or votes to which he may be entitled as a shareholder.
7.17 SHOW OF HANDS - Subject to the provisions of the Act, any question at a
meeting of shareholders shall be decided by a show of hands unless a poll
thereon is required or demanded. Upon a show of hands, every shareholder present
in person or represented by proxy and entitled to vote shall have one vote.
Whenever the vote by show of hands shall have been taken upon a question, 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 proceedings in respect of the question and
the result of the vote so taken shall be the decision of the shareholders upon
the said question.
7.18 POLLS - If a poll is required by the chairman of the meeting, or is
demanded by any shareholder who is present in person or represented by proxy and
entitled to vote on the question (whether the poll is required or demanded
either before or after a vote has been taken upon the question by a show of
hands), and such requirement or demand is not withdrawn, a poll upon the
question shall be taken by ballot or in such other manner as the chairman of the
meeting may direct. Upon a poll, each shareholder who is present or represented
by proxy shall (subject to the provisions, if any, of the articles of the
Corporation) be entitled to one vote for each share in respect of which he is
entitled to vote on the question. A demand for a poll may be withdrawn.
7.19 ADJOURNMENT - The Chairman at a meeting of the 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 to a fixed time and place. If a meeting of
shareholders is adjourned for less than thirty (30) days no notice of the
adjourned meeting need be given to the shareholders. If a meeting of
shareholders is adjourned by one or more adjournments for thirty (30) days or
more, notice of the adjourned meeting shall be given as for an original meeting.
7.20 RESOLUTION IN WRITING - Subject to the provisions of the Act, a resolution
in writing signed by all the shareholders entitled to vote on that resolution at
a meeting of shareholders is as valid and effective as if passed at a meeting of
the shareholders duly called, constituted and held for that purpose.
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ARTICLE 8
SHARES AND TRANSFERS
8.1 ALLOTMENT AND ISSUE - Subject to the provisions of the Act, shares in the
capital of the Corporation may be allotted and issued by resolution of the Board
at such times and on such terms and conditions and to such persons or class of
persons as the Board determines.
8.2 PAYMENT OF COMMISSIONS - The Board may authorize the Corporation to pay a
commission to any persons in consideration of their purchasing or agreeing to
purchase shares of the Corporation, or procuring or agreeing to procure
purchasers for such shares.
8.3 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 assurance 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 and upon satisfaction of any lien referred to in
section 8.7.
8.4 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 acknowledgement of his right to obtain a share
certificate, stating the number and class or series of shares held by him as
shown on the securities register. Share certificates and acknowledgements of a
shareholder's right to a share certificate, respectively, shall be in such form
as the board shall from time to time approve. Any share certificate shall be
signed in accordance with section 14.2; provided that, unless the board
otherwise determines, certificates representing shares in respect of which a
transfer agent and/or registrar has been appointed shall not be valid unless
countersigned by or on behalf of such transfer agent and/or registrar. A share
certificate shall be signed manually by at least one director or officer of the
Corporation or by or on behalf of the transfer agent and/or registrar. Any
additional signatures required may be printed or otherwise mechanically
reproduced. A share certificate executed as aforesaid shall be valid
notwithstanding that any of the directors or officers whose facsimile signature
appears thereon no longer holds office at the date of issue of the certificate.
8.5 TRANSFER AGENT AND REGISTRAR - The directors may from time to time by
resolution appoint or remove one or more transfer agents and/or branch transfer
agents and/or registrars and/or branch registrars (which may or may not be the
same individual or body corporate) for the securities issued by the Corporation
in registered form (or for such securities of any class or classes) and may
provide for the registration of transfers of such securities (or such securities
of any class or classes) in one or more places and such transfer agents and/or
branch transfer agents and/or registrars and/or branch registrars shall keep all
necessary books and registers of the Corporation for the registering of such
securities (or such securities of the class or classes in respect of which any
such appointment has been made). In the event of any such appointment in respect
of the shares (or the shares of any class or classes) of the Corporation, all
share certificates issued by the Corporation in respect of the shares (or the
shares of the class or classes in respect of which any such appointment has been
made) of the Corporation shall be countersigned by or on behalf of one of the
said transfer agents and/or branch transfer agents or by or on behalf of one of
the said registrars and/or branch registrars, if any.
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8.6 SURRENDER OF CERTIFICATES - No transfer of shares shall be recorded or
registered unless or until the certificate representing the shares to be
transferred has been surrendered and cancelled.
8.7 LIEN FOR INDEBTEDNESS - The Corporation has a lien on a share registered in
the name of a shareholder or his legal representative for a debt of that
shareholder to the Corporation.
8.8 ENFORCEMENT OF LIEN - The lien referred to in the preceding section may be
enforced by any means permitted by law and:
(a) where the share or shares are redeemable pursuant to the articles
of the Corporation by redeeming such share or shares and applying
the redemption price to the debt;
(b) subject to the Act, by purchasing the share or shares for
cancellation for a price equal to the book value of such share or
shares and applying the proceeds to the debt;
(c) by selling the share or shares to any third party whether or not
such party is at arms length to the Corporation, and including,
without limitation, any officer or director of the Corporation
for the best price which the directors consider to be obtainable
for such share or shares; or
(d) by refusing to register a transfer of such share or shares until
the debt is paid.
8.9 NON-RECOGNITION OF TRUSTS - The Corporation shall be entitled to treat the
registered holder of any share as the absolute owner thereof and accordingly
shall not, except as ordered by a court of competent jurisdiction or as required
by statute, be bound to see to the execution-of any trust, whether express,
implied or constructive, in respect of any share or to recognize any such claim
to or interest in such share on the part of any person other than the registered
holder thereof.
8.10 LOST CERTIFICATES - 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 that has been lost, apparently
destroyed or wrongfully taken on payment of such fee, not exceeding $3.00, 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.
8.11 JOINT SHAREHOLDERS - If two (2) 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 persons may
give effectual receipts for the certificate issued in respect thereof or for any
dividend, bonus, return of capital or other money payable or warrant issuable in
respect of such share.
8.12 DECEASED SHAREHOLDERS - In the event of the death of a holder of any share,
the Corporation shall not be required to make any entry in the register of
shareholders 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
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transfer agent. Where shares are issued to joint holders, upon satisfactory
proof of the death of one joint holder, the Corporation may treat the surviving
joint/holder or holders as the issuer of the shares.
ARTICLE 9
VOTING SHARES IN OTHER COMPANIES
9.1 All of the shares or other securities carrying voting rights of any other
body corporate held from time to time by the Corporation may be voted at any and
all meetings of shareholders, bondholders, debenture holders or holders of other
securities (as the case may be) of such other body corporate and in such manner
and by such person or persons as the Board shall from time to time determine.
The proper signing officers of the Corporation may also from time to time
execute and deliver for and on behalf of the Corporation proxies and/or arrange
for the issuance of voting certificates and/or other evidence of the right to
vote in such names as they may determine without the necessity of a resolution
or other action by the Board.
ARTICLE 10
INFORMATION AVAILABLE TO SHAREHOLDERS
10.1 DISCOVERY OF INFORMATION - Except as provided by the Act, no shareholder
shall be entitled to discovery of any information respecting any details of
conduct of the Corporation's business which in the opinion of the directors it
would be inexpedient in the interests of the Corporation to communicate to the
public.
10.2 INSPECTION OF RECORDS - The directors may from time to time, subject to
rights conferred by the Act, determine whether and to what extent and at what
time and place and under what conditions or regulations the documents, books and
registers and accounting records of the Corporation or any of them shall be open
to the inspection of shareholders and no shareholder shall have any right to
inspect any document or book or register or accounting record of the Corporation
except as conferred by statute or authorized by the Board or by a resolution of
the shareholders.
ARTICLE 11
DIVIDENDS
11.1 DECLARATION - 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 interests in the Corporation. Dividends may be paid in
money or property or by issuing fully paid shares of the Corporation.
11.2 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 delivered or
mailed by ordinary mail postage prepaid to such registered holder at his last
address appearing on the records of the Corporation. 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 if more than one address
appears on the books of the Corporation in respect of such joint holding the
cheque shall be mailed to the first address so appearing. The mailing of such
cheque as aforesaid shall satisfy and discharge all liability for the dividend
to the extent of the sum represented thereby, unless such cheque is not paid on
presentation.
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11.3 NON-RECEIPT OF CHEQUES - In the event of non-receipt of any dividend cheque
by the person to whom it is sent as aforesaid, the Corporation shall issue to
such person a replacement cheque for a like amount on such terms as to
indemnity, reimbursement of expenses and evidence of non-receipt and of title as
the board may from time to time prescribe, whether generally or in any
particular case.
11.4 RECORD DATE FOR DIVIDENDS AND RIGHTS - The board may fix in advance a date,
preceding by not more than fifty (50) days the date for the payment of any
dividend or the date for the issue of any warrant or other evidence of right to
subscribe for securities of the Corporation, as a record date for the
determination of the persons entitled to receive payment of such dividend or to
exercise the right to subscribe for such securities, provided that notice of any
such record date is given, not less than fourteen (14) days before such record
date, by newspaper advertisement 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
exercise the right to subscribe for securities of the Corporation shall be at
the close of business on the day on which the resolution relating to such
dividend or right to subscribe is passed by the board.
11.5 UNCLAIMED DIVIDENDS - Any dividend unclaimed after a period of six (6)
years from the date on which the same has been declared to be payable shall be
forfeited and shall revert to the Corporation.
ARTICLE 12
NOTICES
12.1 SERVICE - 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 communications.
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 deposited in a post office or public letter box;
and a notice so sent by any means of transmitted or recorded communication shall
be deemed to have been given when dispatched or delivered to the appropriate
communication company or agency or its representative for dispatch. The
secretary may change or cause to be changed the recorded address of any
shareholder, director, officer, auditor or member of a committee of the board 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 Corporations
Information Act, whichever is the more current.
12.2 SHARES REGISTERED IN SEVERAL NAMES - All notices or other documents with
respect to any shares registered in more than one name shall be given to
whichever of such persons is named first in the records of the Corporation and
any notice or other document so given shall be sufficient notice to all the
holders of such shares.
12.3 ENTITLEMENT BY OPERATION OF LAW - Subject to the provisions of the Act,
every person who by operation of law, transfer or by any other means whatsoever
shall become entitled to any share or shares shall be bound by every notice or
other document in respect of such
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share or shares which previous to his name and address being entered on the
books of the Corporation shall be duly given to the person or persons from whom
he derives his title to such share or shares.
12.4 NOTICE DECEASED SHAREHOLDERS - Any notice or other document delivered or
sent by post or left at the address of any shareholder as the same appears in
the records of the Corporation shall, notwithstanding that such shareholder be
then deceased, and whether or not the Corporation has notice of his decease, be
deemed to have been duly served in respect of the shares held by such
shareholder (whether held solely or with any other person or persons) until some
other person be entered in his stead in the records of the Corporation as the
holder or one of the holders thereof and such service shall for all purposes be
deemed a sufficient service of such notice or document on his heirs, executors
or administrators and on all persons, if any, interested through him or with him
in such shares.
12.5 SIGNATURE TO NOTICES - The signature of any director or officer of the
Corporation to any notice or document to be given by the Corporation may be
written, stamped, typewritten or printed or partly written, stamped, typewritten
or printed.
12.6 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 included and the date of the
meeting or other event shall also be included.
12.7 UNDELIVERED NOTICES - If any notice given to a shareholder pursuant to
section 7.4 is returned on three (3) consecutive occasions because he cannot be
found, the Corporation shall not be required to give any further notices to such
shareholder until he informs the Corporation in writing of his new address.
12.8 OMISSIONS AND ERRORS - The accidental omission to give any notice to any
shareholder, director, officer, auditor or member of a committee of the board or
the non-receipt of any notice by any such person or any error in any notice not
affecting the substance thereof shall not invalidate any action taken at any
meeting held pursuant to such notice or otherwise founded thereon.
12.9 PROOF OF SERVICE - With respect to every notice or other document sent by
post it shall be sufficient to prove that the envelope or wrapper containing the
notice or other document was properly addressed as provided in this by-law and
put into a Post Office or into a public letter box. A certificate of an officer
of the Corporation in office at the time of the making of the certificate or an
officer of any transfer agent or branch transfer agent of shares of any class of
the Corporation as to the facts in relation to the mailing or delivery of any
notice or other document to any shareholder, director, officer or auditor or
publication of any notice or other document shall be conclusive evidence thereof
and shall be binding on every shareholder, director, officer or auditor of the
Corporation as the case may be.
12.10 WAIVER OF NOTICE - Any shareholder (or his duly appointed proxyholder),
director, officer, auditor or member of a committee of the board may at any time
waive any notice, or waive or abridge the time for any notice, required to be
given to him under any provisions of the Act, the regulations thereunder, the
articles, the by-laws or otherwise and such waiver or abridgement shall cure any
default in the giving or in the time of such notice, as the case may be. Any
such waiver or abridgement shall be in writing except a waiver of notice of a
meeting of shareholders or of the board which may be given in any manner.
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ARTICLE 13
CUSTODY OF SECURITIES
13.1 SAFEKEEPING - All shares and securities owned by the Corporation shall be
lodged (in the name of the Corporation) with a chartered bank or a trust company
or in a safety deposit box or, if so authorized by resolution of the Board, with
such other depositories or in such other manner as may be determined from time
to time by the Board.
13.2 NOMINEES - All share certificates, bonds, debentures, notes or other
obligations or securities belonging to the Corporation may be issued or held in
the name of a nominee or nominees of the Corporation (and if issued or held in
the names of more than one nominee shall be held in the names of the nominees
jointly with the right of survivorship) and may be endorsed in blank with
endorsement guaranteed in order to enable transfer to be completed and
registration to be effected.
ARTICLE 14
EXECUTION OF INSTRUMENTS
14.1 CHEQUES, DRAFTS AND NOTES - All cheques, drafts or orders for the payment
of money and all notes and acceptances and bills of exchange shall be signed by
such officer or officers or person or persons, whether or not officers of the
Corporation, and in such manner as the Board may from time to time designate by
resolution.
14.2 CONTRACTS, DOCUMENTS OR OTHER INSTRUMENTS - Contracts, documents or
instruments in writing requiring the signature of the Corporation may be signed
by (a) the Chairman of the Board, if any, or the President or a Vice-President
and the Secretary or the Treasurer or (b) any two directors and all contracts,
documents and instruments in writing so signed shall be binding upon the
Corporation without any further authorization or formality. The Board shall have
power from time to time by resolution to appoint any officer or officers or any
person or persons on behalf of the Corporation either to sign contracts,
documents and instruments in writing generally or to sign specific contracts,
documents or instruments in writing.
In particular, without limiting the generality of the foregoing, the
officer or officers or the person or persons hereinbefore set out shall have
authority to sell, assign, transfer, exchange, convert or convey any and all
shares, stocks, bonds, debentures, rights, warrants or other securities owned by
or registered in the name of the Corporation and to sign and execute (under the
seal of the Corporation or otherwise) all assignments, transfers, conveyances,
powers of attorney and other instruments that may be necessary for the purpose
of selling, assigning, transferring, exchanging, converting or conveying any
such shares, stocks, bonds, debentures, rights, warrants or other securities.
The term "contracts, documents or instruments in writing" as used in this
by-law shall include deeds, mortgages, hypothecs, charges, conveyances,
transfers and assignments of property, real or personal, immovable or movable,
agreements, releases, receipts and discharges for the payment of money or other
obligations, conveyances, transfers and assignments of shares, share warrants,
stocks, bonds, debentures or other securities and all paper writings.
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14.3 SEALING OF CONTRACTS - The seal (if any) of the Corporation may when
required be affixed to contracts, documents and instruments in writing signed as
aforesaid or by any officer or officers, person or persons, appointed as
aforesaid by resolution by the Board.
ENACTED the 10th day of February, 1999.
/s/ GARFIELD J. LAST /s/ IRWIN SINGER
- -------------------------------- ----------------------------------
PRESIDENT - GARFIELD J. LAST SECRETARY - IRWIN SINGER
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BY-LAW NO. 2A
A By-law respecting the borrowing of money, the issuing of securities and
the securing of liabilities by .
MANTAUR PETROLEUM CORPORATION
1. Without limiting the borrowing powers of the Corporation as set forth in
the Business Corporations Act (the "Act"), but subject to the articles and
any unanimous shareholder agreement, the board may from time to time on
behalf of the Corporation, without authorization of the shareholders:
(a) borrow money on the credit of the Corporation;
(b) issue, reissue, sell or pledge bonds, debentures, notes or
other evidences of indebtedness or guarantee of the
Corporation, whether secured or unsecured;
(c) to the extent permitted by the Act, give directly or
indirectly financial assistance to any persons by means of a
loan, guarantee on behalf of the Corporation to secure
performance of any present or future indebtedness, liability
or obligation of any person, or otherwise; and
(d) mortgage, hypothecate, pledge or otherwise create a security
interest in all or any currently owned or subsequently
acquired real or personal, movable or immovable, property of
the Corporation, including book debts, rights, powers,
franchises and undertakings, to secure any such bonds,
debentures, notes or other evidences of indebtedness or
guarantee or any other present or future indebtedness,
liability or obligation of the Corporation.
Nothing in this section limits or restricts the borrowing of money by the
Corporation on bills of exchange or promissory notes made, drawn, accepted
or endorsed by or on behalf of the Corporation.
2. The board may from time to time delegate to a committee of the board, a
director or an officer of the Corporation, or any other person designated
by the board, all or any of the powers conferred on the board by section 1
above or by the Act to such extent and in such manner as the board may
determine at the time of delegation.
ENACTED this 10th day of February, 1999.
/s/ GARFIELD J. LAST /s/ IRWIN SINGER
- ----------------------------- -----------------------------
GARFIELD J. LAST, President IRWIN SINGER, Secretary