MOORE
CORPORATION
LIMITED BY-LAW NO. 1A
a by-law relating generally to
the business and affairs of
Moore Corporation Limited.
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Be it enacted and it is hereby enacted as a by-law of Moore Corporation
Limited (herein referred to as the "Corporation") that:
REGISTERED OFFICE
1 Until changed in accordance with the Canada Business Corporations Act
(the "Act") the registered office of the Corporation shall be in the province
within Canada specified in the articles and at such place and address therein as
the board may from time to time determine.
SEAL
2 The Corporation may have a seal which shall be adopted and may be
changed by the board.
DIRECTORS
3 Powers
The board of directors of the Corporation shall manage, or supervise
the management of, the business and affairs of the Corporation.
4 Constitution
At least one-third of the directors of the Corporation shall not be
officers or employees of the Corporation or of any affiliate of the Corporation.
At least 25% of the directors shall be resident Canadians. If there are less
than 4 directors, at least 1 director must be a resident Canadian. Except as
permitted by the Act, no business shall be transacted by the board of directors
except at a meeting of directors at which a quorum is present and at least 25%
of the directors present are resident Canadians or, if the Corporation has less
than 4 directors, at least 1 of the directors present is a resident Canadian.
5 Quorum
Four directors, or such greater number of directors as may be
determined from time to time by resolution of the directors, shall constitute a
quorum for the transaction of business at any meeting of directors.
6 Qualification
Each director shall be at least eighteen years of age at the time of
election to the board of directors.
7 Election and term of office
The directors shall be elected yearly at the annual meeting of
shareholders of the Corporation and shall hold office until the next annual
meeting of shareholders. Each director then in office shall retire, but shall be
eligible for re-election. If an election of directors is not held at the annual
meeting of shareholders, the directors then in office shall continue in office
until their successors are elected.
8 Remuneration
The directors shall be paid such remuneration for their services as the
board may from time to time determine. The directors shall also be reimbursed
for travelling and other expenses incurred in attending meetings of the board of
directors, of committees of the board of which they are members and of
shareholders and any other expenses properly incurred by them in connection with
the affairs of the Corporation or shall receive such fixed allowance in respect
thereof as the directors may from time to time determine.
9 Vacation of office
A director may resign his office by notice in writing delivered or sent
to the Secretary of the Corporation and such resignation shall become effective
on receipt thereof or on such later date as may be specified in such notice. A
director shall forthwith cease to hold office as a director should he become
bankrupt or be found to be a mentally incompetent person.
10 Vacancies
(a) A quorum of directors may fill a vacancy unless the vacancy arose from:
(i) an increase in the number or the minimum or maximum number of
directors specified in the articles; or
(ii) a failure to elect the number or minimum number of directors
provided for in the articles.
(b) Whenever a vacancy occurs on the board which results in the board not
having a quorum, or there has been a failure to elect the number or minimum
number of directors provided for in the articles, the remaining directors shall
forthwith call a special meeting of shareholders to fill the vacancy. If the
board fails to call such meeting or if there are no such directors then in
office, any shareholder may call the meeting.
(c) The board may, if the articles of the Corporation so provide, appoint
one or more additional directors, who shall hold office for a term expiring not
later than the close of the next annual meeting of shareholders, but the total
number of directors so appointed may not exceed one third of the number of
directors elected at the previous annual meeting of shareholders.
11 Meetings of directors
(a) Meetings of the board of directors may be held at the registered office
of the Corporation or at any other place within or outside Canada. A majority of
the meetings of the board of directors need not be held within Canada in any
financial year of the Corporation.
(b) The Chairman of the Board or the President or any two directors may at
any time, and the Secretary at the direction of the Chairman of the Board or the
President or any two directors, shall convene a meeting of the board of
directors.
(c) Notice of the time and place for the holding of a meeting of directors
may be given to each director by telephone not less than 48 hours before the
time of the meeting or by written notice not less than five days before the date
of the meeting.
(d) Meetings of the board of directors may be held at any time without
notice if all the directors are present, or if a quorum is present and those
directors who are absent have consented in writing to the holding of the meeting
in their absence. In the case of the first meeting of the board of directors
following their election at a meeting of shareholders, no notice of such meeting
shall be necessary in order validly to constitute the meeting, provided a quorum
of directors is present.
(e) Notice of an adjourned meeting of directors is not required to be given
if the time and place of the adjourned meeting is announced at the original
meeting.
(f) A director may, in accordance with the regulations under the Act (the
"Regulations"), if any, and if all of the directors of the Corporation consent,
participate in a meeting of directors or of a committee of directors by means of
a telephonic, electronic or other communication facility that permits all
participants to communicate adequately with each other during the meeting. A
director who participates in such meeting by such means is deemed to be present
at that meeting. Any such consent shall be effective whether given before or
after the meeting to which it relates and may be given with respect to all
meetings of the board held while a director holds office.
12 Voting at meetings
Questions arising at any meeting of the board of directors shall be
decided by a majority of votes. In the case of an equality of votes, the
chairman of the meeting, in addition to his original vote, shall have a second
or casting vote. Any question at a meeting of the board shall be decided by a
show of hands unless a ballot is required or demanded.
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13 Conflicts of Interest
(a) A director or an officer of the Corporation shall disclose to the
Corporation, either in writing or by requesting to have it entered in the
minutes of meetings of directors or of meetings of committees of directors, the
nature and extent of any interest that he or she has in a material contract or
material transaction, whether made or proposed, with the Corporation, if the
director or officer:
(i) is a party of the contract or transaction;
(ii) is a director or an officer, or an individual acting in a similar
capacity, of a party to the contract or transaction; or
(iii) has a material interest in a party to the contract or
transaction.
(b) A director shall make such disclosure at the meeting at which a proposed
contract or transaction is first considered, or if the director was not
interested in the contract at that time, at the first meeting after he or she
becomes so interested, even if the contract or transaction has already been
made. If a person who is interested in a contract or transaction later becomes a
director, the disclosure must be made at the first meeting after he or she
becomes a director.
(c) An officer who is not a director shall disclose his or her interest
immediately after becoming aware that the contract, transaction, proposed
contract or proposed transaction is to be or has been considered at a meeting,
or, if the officer becomes interested after a contract or transaction has
already been made, immediately after he or she becomes interested. An individual
who is interested in a contract and later becomes an officer must disclose his
or her interest immediately after becoming an officer.
(d) If a material contract or material transaction, whether entered into or
proposed, is one that, in the ordinary course of the Corporation's business,
would not require approval by the board or shareholders, a director or officer
shall disclose, in writing to the Corporation or request to have it entered in
the minutes of meetings of the board or of meetings of committees of directors,
the nature and extent of his or her interest immediately after he or she becomes
aware of the contract or transaction.
(e) A director or officer may satisfy their disclosure obligation by giving
a general notice to the directors declaring that the director or officer is to
be regarded as interested in a contract or transaction (entered into or
proposed) made with a party because (a) he or she is a director or officer of
the party or is acting in a similar capacity; (b) he or she has a material
interest in the party; or (c) there has been a material change in the nature of
the director's or officer's interest in the party.
(f) The shareholders may examine the portions of any minutes of meetings of
directors or committees of directors that contain conflict of interest
disclosures, and any other documents that contain such disclosures, during the
usual business hours of the Corporation.
(g) A director required to make a disclosure under paragraph (a) shall not
vote on any resolution to approve the contract or transaction unless the
contract or transaction:
(i) relates primarily to his or her remuneration as a director,
officer, employee or agent of the Corporation or an affiliate;
(ii) is for indemnity or insurance; or
(iii) is with an affiliate.
COMMITTEES OF DIRECTORS
14 Audit Committee
(a) The directors shall elect annually from among their number a committee
to be known as the audit committee to be composed of not fewer than three
members, of whom a majority shall not be officers or employees of the
Corporation or an affiliate of the Corporation, to hold office until the next
annual meeting of shareholders.
(b) The audit committee shall review the financial statements of the
Corporation and shall report thereon to the board of directors of the
Corporation before such financial statements are approved
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by the board and shall have such other powers and duties as may from time to
time be assigned to it by the board.
15 Other committees
The board may appoint one or more committees of the board, however
designated, and delegate to any such committee any of the powers of the board
except those pertaining to items which, under the Act, a committee of the board
has no authority to exercise.
16 Procedure
The members of each committee shall elect a chairman from among their
number and, subject to the provisions of the Act and to any regulations which
the directors may from time to time impose, each committee shall have power to
fix its quorum at not less than a majority of its members and may determine its
own rules of procedure. Meetings of any committee may be held at any place in or
outside Canada. The provisions of section 11(f) shall also apply to meetings of
committees.
OFFICERS
17 Appointment of Officers
Subject to the provisions of the Act, the directors may designate the
officers of the Corporation, appoint as officers persons of full capacity,
specify duties of such officers and delegate to such officers powers to manage
the business and affairs of the Corporation. A director may be appointed to any
office of the Corporation and two or more offices of the Corporation may be held
by the same person.
18 Remuneration and removal
The directors may fix the remuneration to be paid to officers, agents,
servants and employees of the Corporation. Any officer, agent, servant or
employee of the Corporation may receive such remuneration as may be determined
notwithstanding the fact that he is a director or shareholder of the
Corporation. Any office shall be subject to removal by the directors at any time
but such removal shall not affect any entitlement of such officer to
remuneration under any contract of employment with the Corporation.
19 PROTECTION OF DIRECTORS, OFFICERS AND OTHERS
(a) Subject to paragraphs (c) and (d), the Corporation shall indemnify a
director or officer of the Corporation, a former director or officer of the
Corporation or another individual who acts or acted at the Corporation's request
as a director or officer or in a similar capacity, of another entity, against
all costs, charges and expenses, including an amount paid to settle an action or
satisfy a judgment, reasonably incurred by such individual in respect of any
civil, criminal or administrative, investigative or other proceeding in which
the individual is involved because of that association with the Corporation or
other entity.
(b) Subject to paragraph (d), the Corporation shall advance moneys to such
individual for the costs, charges and expenses of a proceeding referred to in
(a) provided such individual agrees in advance, in writing, to repay the moneys
if the individual does not fulfill the condition of paragraph (c).
(c) The Corporation may not indemnify an individual under paragraph (a)
unless the individual:
(i) acted honestly and in good faith with a view to the best interests
of the Corporation or other entity for which the individual acted as a
director or officer or in a similar capacity at the Corporation's
request, as the case may be; and
(ii) in the case of a criminal or administrative action or proceeding
that is enforced by a monetary penalty, had reasonable grounds for
believing that his or her conduct was lawful.
(d) In respect of an action by or on behalf of the Corporation or other
entity to procure a judgment in its favour to which the individual is made a
party because of the individual's association with the Corporation or other
entity as described in paragraph (a), if the individual fulfils the conditions
set out
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in paragraph (c), the Corporation shall seek and obtain the approval of a court
prior to indemnifying against costs, charges and expenses reasonably incurred by
the individual in connection with such action, or prior to advancing moneys to
such individual under paragraph (b)
20 Insurance
The Corporation may purchase and maintain insurance for the benefit of
an individual referred to in section 19(a) against any liability incurred by the
individual:
(i) in the individual's capacity as a director or officer of the
Corporation; or
(ii) in the individual's capacity as a director or officer, or similar
capacity, of another entity, if the individual acts or acted in that
capacity at the Corporation's request.
MEETINGS OF SHAREHOLDERS
21 Annual meeting
The annual meeting of shareholders of the Corporation shall be held on
such date in each year and at such time and at such place within or outside
Canada as the directors may determine, for the purposes of receiving the
financial statements and auditor's report thereon which are required to be
placed before the shareholders at an annual meeting, electing directors,
appointing the auditor and authorizing the directors to fix his remuneration,
and for the transaction of such other business as may properly be brought before
the meeting.
22 Special meetings
The directors shall have the power at any time to call special meetings
of shareholders of the Corporation to be held on such date and at such time and
at such place within or outside Canada as may be determined by the directors.
The phrase "special meeting of shareholders" shall include a meeting of any
class or classes of shareholders, as well as a special meeting of the
shareholders of all classes, and the phrase "meeting of shareholders" shall mean
and include an annual meeting of shareholders or a special meeting of
shareholders.
23 Participation in Meeting by Electronic Means
(a) Any person entitled to attend a meeting of shareholders may participate
in the meeting, in accordance with the Regulations, if any, by means of a
telephonic, electronic or other communication facility that permits all
participants to communicate adequately with each other during the meeting, if
the Corporation makes such a communication facility available . A person
participating in a meeting by such means is deemed for the purposes of the Act
to be present at the meeting.
(b) If the directors or the shareholders of the Corporation call a meeting
of shareholders pursuant to the Act, those directors or shareholders, as the
case may be, may determine that the meeting shall be held, in accordance with
the Regulations, if any, entirely by means of a telephonic, electronic or other
communication facility that permits all participants to communicate adequately
with each other during the meeting.
24 Record date for notice
(a) The directors may fix in advance a date as the record date for the
determination of shareholders entitled to receive notice of a meeting of
shareholders but such record date shall not precede by more than sixty days or
by less than twenty-one days (or such other period as may be prescribed by the
Regulations) the date on which the meeting is to be held.
(b) If no record date is fixed, the record date for the determination of
shareholders entitled to receive notice of a meeting of shareholders shall be at
the close of business on the day immediately preceding the day on which the
notice is given.
(c) If a record date is fixed, notice thereof shall be given, not less than
seven days before the date so fixed (or such other period prescribed by the
Regulations), by newspaper advertisement in the manner provided by the Act and
by written notice to each stock exchange in Canada on which the shares of the
Corporation are listed for trading.
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25 Notices of meetings
Notice of the date, time and place of a meeting of shareholders shall
be sent not less than twenty-one days nor more than sixty days (or such other
period as may be prescribed by the Regulations) before the meeting to each
director, to the auditor and to each holder of shares carrying voting rights at
the close of business on the record date for notice.
26 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 held by each shareholder.
The list shall be available for examination by any shareholder during usual
business hours at the registered office of the Corporation or at the place where
the central securities register is maintained and at the meeting for which the
list was prepared.
27 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. Any other person may be admitted only on the invitation of the
chairman of the meeting or with the consent of the meeting.
28 Right to vote at meeting
(a) A person named in the list of shareholders is entitled to vote the
shares shown opposite his name at the meeting to which the list relates, except
to the extent that the person has transferred any of his shares and the
transferee of those shares produces properly endorsed share certificates, or
otherwise establishes that he owns the shares, and demands, not later than ten
days before the meeting, that his name be included in the list before the
meeting, in which case the transferee is entitled to vote his shares at the
meeting.
(b) If any question arises at a meeting of shareholders as to the right of
any person to vote at such meeting the chairman of the meeting shall have the
power to determine the right of such person to vote at such meeting.
29 Quorum
Two persons present in person and each entitled to vote thereat shall
constitute a quorum for the transaction of business at any meeting of
shareholders.
30 Proxies
(a) Every shareholder entitled to vote at a meeting of shareholders may by
means of a proxy appoint a person or one or more alternate persons, who need not
be shareholders, to represent such shareholder at the meeting in the manner, to
the extent and with the authority conferred to the proxy. The proxy shall be
dated and shall be executed by the shareholder or his attorney authorized in
writing, or if the shareholder is a body corporate, by an officer or attorney
thereof duly authorized, and shall cease to be valid one year from the date
thereof.
(b) The proxy shall be in such form as may be prescribed from time to time
by the directors or in such other form as the chairman of the meeting may accept
and as complies with all applicable laws and regulations.
(c) The directors may by resolution fix a time not exceeding forty-eight
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.
31 Representative
If a body corporate or association is a shareholder of the Corporation,
the Corporation shall recognize any individual authorized by a resolution of the
directors or governing body of the body corporate or association to represent it
at meetings of shareholders of the Corporation. An individual so authorized may
exercise on behalf of the body corporate or association he represents all the
powers it could exercise if it were an individual shareholder
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32 Joint shareholders
If two or more persons hold shares jointly, one of those holders
present at a meeting of shareholders may in the absence of the others vote the
shares, but if two or more of those persons are present in person or by proxy,
they shall vote as one on the shares jointly held by them.
33 Scrutineers
At a meeting of shareholders one or more scrutineers, who need not be
shareholders, may be appointed by the chairman to serve at the meeting.
34 Votes to govern
At a meeting of shareholders every question shall be determined by the
majority of the votes cast, unless otherwise provided by the Act or by the
articles and the chairman of the meeting shall have a second or casting vote in
case of an equality of votes.
35 Show of hands
At a meeting of shareholders any question shall be determined by a show
of hands, except where a ballot is demanded by a shareholder or proxy-holder or
is required by the chairman either before or after any vote by show of hands.
Unless a ballot is demanded, an entry in the minutes of a meeting of
shareholders to the effect that the chairman declared a motion to be carried is
admissible in evidence as prima facie proof of the fact without proof of the
number or proportion of the votes recorded in favour of or against the motion. A
demand for a ballot may be withdrawn at any time prior to the taking of the
ballot. Any vote may be held, in accordance with the Regulations, if any,
entirely by means of a telephonic, electronic or other communication facility if
the Corporation makes available such a communication facility. Any person
participating in a meeting of shareholders electronically and entitled to vote
at the meeting may vote, in accordance with the Regulations, if any, by means of
the telephonic, electronic or other communication facility that the Corporation
has made available for that purpose.
36 Ballot
Where a ballot is demanded or required, the vote on the question shall
be conducted in such manner as the chairman of the meeting shall direct, and
each shareholder who is present in person or represented by proxy shall be
entitled to one vote for each share in respect of which he is entitled to vote
at the meeting.
37 Chairman of the meeting
In the absence of the Chairman of the Board, the President and a Vice
President for fifteen minutes after the time appointed for holding the meeting,
the persons entitled to vote at the meeting shall choose one of their number to
be chairman of the meeting.
38 Adjournment of meeting
The chairman of the meeting may, with the consent of the meeting and
subject to such conditions as the meeting may decide, adjourn the same from time
to time and no notice of such adjournment need be given unless the meeting is
adjourned for thirty days or more, in which case notice of the adjourned meeting
shall be given as in the case of a special meeting. Any business may be brought
before or dealt with at any adjourned meeting which might have been brought
before or dealt with at the original meeting.
SHARES
39 Allotment and issue
Shares in the capital of the Corporation shall be allotted and issued
at times and on such terms and conditions and to such persons as the directors
shall from time to time determine.
40 Payment of commissions
The directors may authorize the Corporation to pay a reasonable
commission to any person in consideration of his purchasing or agreeing to
purchase shares in the capital of the Corporation from the Corporation or from
any other person, or procuring or agreeing to procure purchasers for any such
shares.
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41 Share certificates
(a) Every shareholder shall be entitled, upon payment of such fee, if any,
as may be prescribed by the directors in accordance with the Act, to a security
certificate stating the number and class of shares in the capital of the
Corporation held by him as shown in the securities register of the Corporation.
Subject to the provisions of the Act, security certificates shall be in such
form or forms as the directors shall from time to time prescribe. Unless
otherwise determined by the directors, such certificates shall bear facsimile
signatures of the President and the Secretary and shall be manually signed by or
on behalf of a transfer agent, branch transfer agent or registrar or issuing or
other authenticating agent of the Corporation and need not be under the
corporate seal. Security certificates signed as aforesaid shall be valid
notwithstanding that one or both of the officers whose signatures appear thereon
no longer hold office at the date of issue or delivery of the certificates.
(b) The Corporation is not bound to issue more than one security certificate
in respect of a share or shares held jointly by several persons, and delivery of
a security certificate to one of several joint shareholders is sufficient
delivery to all.
42 Replacement of certificates
The directors may prescribe, either generally or in any particular
case, the requirements to be complied with prior to the issue to a shareholder
of a new security certificate to replace a certificate which such shareholder
claims to have been lost, destroyed or wrongfully taken.
43 Transfer agent and registrar
The directors may from time to time appoint or remove a transfer agent
and registrar, including one or more branch transfer agent and registrars, for
any class or classes of shares in the capital of the Corporation and may provide
for the registration of the transfer of shares at one or more places.
44 Registration of transfer
Subject to the Act, a transfer of shares of the Corporation shall be
registered in the register of transfers or a branch register of transfers upon
presentation of the certificate representing such shares with an endorsement
which complies with the Act made thereon or delivered therewith duly executed by
an appropriate person as provided by the Act, together with such reasonable
assurance that the endorsement is genuine and effective as the board may from
time to time prescribe, upon payment of all applicable taxes and any reasonable
fees prescribed by the board and upon compliance with such restrictions on
transfer as are authorized by the articles.
45 Record date
(a) The directors may fix in advance a date as the record date for the
determination of the shareholders entitled to receive payment of any dividend or
any right to subscribe for shares in the capital of the Corporation or for any
other purpose except the right to receive notice of or to vote at a meeting but
the record date shall not precede by more than sixty days (or such other period
prescribed by the Regulations) the particular action to be taken.
(b) If any such record date is fixed, notice thereof shall be given, not
less than seven days before the date so fixed (or such other period prescribed
by the Regulations), by newspaper advertisement in the manner provided by the
Act and by written notice to each stock exchange in Canada on which the shares
of the Corporation are listed for trading.
(c) If no record date is fixed in advance the record date for the
determination of the shareholders entitled to receive payment of any dividend
shall be at the close of business on the day on which the resolution relating to
such dividend is passed by the board.
46 DIVIDENDS
(a) The directors may from time to time declare dividends on the issued
shares in the capital of the Corporation according to the respective rights and
interests of the holders of such shares.
(b) The directors may determine that where a dividend is declared payable on
any class of issued shares in the capital of the Corporation, such dividend may
at the option of the holder of such shares be received by the holder in the form
of a stock dividend or be received in cash and forthwith
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reinvested by the holder in additional shares. Any such determination may be
made generally in the case of all dividends declared payable on any class of
such shares or in respect of any particular dividend and in either case the
directors shall make provision for the manner in which the shares so received or
acquired shall be valued for the purpose of determining the consideration for
which such shares shall be allotted and issued. If the directors so determine,
the right to receive any dividend as a stock dividend or to reinvest the
proceeds of any dividend in additional shares shall be limited to shareholders
resident in any jurisdiction or jurisdictions designated by the directors.
(c) The directors may establish a plan to provide for the terms and
conditions relating to stock dividends and dividend reinvestments and may
delegate the authority to administer and amend any such plan to such officers of
the Corporation or others as the directors may deem appropriate.
(d) Unless a dividend reinvestment election can be and has been made, a
dividend payable in cash shall be paid by cheque, payable to the order of each
holder of record of shares of the class in respect of which the dividend has
been declared, in the amount of the dividend (less any tax required to be
deducted) and mailed by ordinary mail, postage prepaid, to such holder at his
last address appearing in the records of the Corporation.
(e) In the case of a share held by two or more persons the cheque shall,
unless such holders have previously given written instructions to the contrary,
be made payable to the order of all such holders and, if more than one address
appears in the records of the Corporation in respect of such share, the cheque
shall be mailed to the first address so appearing.
(f) The mailing of such cheque as aforesaid shall satisfy and discharge all
liability of the Corporation for payment of such dividend to the extent of the
sum represented thereby (and any tax deducted as aforesaid) unless such cheque
be not paid on presentation, provided that in the event of the non-receipt of
such cheque by the person to whom it was mailed or of the loss thereof, the
Corporation, on proof of such non-receipt or loss and upon receiving
satisfactory indemnity, shall issue to such person a replacement cheque for a
like amount.
(g) Any dividend unclaimed after a period of six years from the date on
which the same has been declared to be payable shall be forfeited and shall
revert to the Corporation.
NOTICES
47 Method of giving
Any notice or other document to be given or sent by the Corporation to
a shareholder, director or officer or to the auditor of the Corporation may be
delivered personally to the person to whom it is to be given, or delivered to
his last address appearing in the records of the Corporation, or mailed by
prepaid mail addressed to such person at such address or, subject to the
provisions of the Act regarding electronic documents, sent to such person at
such address by any means of prepaid transmitted, electronic or recorded
communication, except where the Act requires a notice to be sent by registered
mail. A notice or document so delivered shall be deemed to have been given when
it is delivered personally or at the address aforesaid; and a notice or document
so mailed shall be deemed to have been given when deposited in a post office or
public letter box. Subject to the Regulations, a notice so delivered by prepaid
transmitted, electronic or recorded communication is deemed to have been
provided when it leaves an information system within the control of the
originator or another person who sent it on behalf of the originator and is
deemed to be received when it enters the information system designated by the
addressee or, if the notice is posted on or made available through a generally
accessible electronic source, when it is accessed by the addressee. The
Secretary may change the address in the records of the Corporation of any
shareholder in accordance with any information believed by him to be reliable.
48 Computation of time
In computing the date when notice must be given pursuant to any
requirement for a specified number of days' notice of any meeting or other
event, both the date on which the notice is given and the date of the meeting or
other event shall be excluded.
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49 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.
50 Notice to joint shareholders
Any notice with respect to a share registered in more than one name
may, if more than one address appears in the records of the Corporation in
respect thereof, be delivered, mailed or sent to the holders of such share at
the first address so appearing, and a notice so given shall be sufficient notice
to all such holders.
51 Persons becoming entitled by death or operation of law
Every person who by operation of law, transfer, death of a shareholder
or by any other means whatsoever shall become entitled to any share or shares,
shall be bound by every notice in respect of such share or shares which, prior
to his name and address having been entered in the records of the Corporation
shall have been duly given to the person from whom he derives his title to such
share or shares.
52 Proof of service
A certificate of the Secretary or other officer of the Corporation or
of any agent of the Corporation as to the mailing or delivery or sending of any
notice shall be conclusive evidence thereof.
53 Waiver of notice
Where a notice or document is required by the by-laws of the
Corporation or by the Act or otherwise to be given or sent, the notice may be
waived or the time for the sending of the notice or document may be waived or
abridged at any time with the consent in writing of the person entitled thereto
or a person appointed by proxy completed by a shareholder. Such waiver, whether
given before or after the meeting or other event of which notice is required to
be given, shall cure any error or omission in the giving of such notice. Any
such person may waive any irregularity in a meeting of directors or
shareholders. Attendance of a director at a meeting of directors or of a
shareholder or any other person entitled to attend a meeting of shareholders is
a waiver of notice of the meeting except where such director, shareholder or
other person, as the case may be, attends a meeting for the express purpose of
objecting to the transaction of any business on the grounds that the meeting is
not lawfully called.
54 Signature to notice
The signature to any notice to be given by the Corporation may be
printed or otherwise mechanically reproduced thereon or partly printed or
otherwise mechanically reproduced thereon.
55 Undelivered notices
Where the Corporation sends a notice or document to a shareholder and
the notice or document is returned on two consecutive occasions because the
shareholder cannot be found, the Corporation is not required to send any further
notices or documents to the shareholder until he informs the Corporation in
writing of his new address.
56 BANK ACCOUNTS, CHEQUES, DRAFTS AND NOTES
(a) The bank accounts of the Corporation shall be kept with such banks,
trust companies or other firms or corporations carrying on a banking business as
the directors may from time to time determine.
(b) Cheques on such bank accounts, promissory notes, bills of exchange,
drafts, orders for the payment of money and other like instruments made or
accepted by the Corporation may be made, signed, drawn, accepted or endorsed, as
the case may be, by such person or persons as the directors may from time to
time authorize for such purpose.
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(c) Cheques, promissory notes, bills of exchange, drafts, orders for the
payment of money and other like instruments may be endorsed for deposit to the
credit of the Corporation by such person or persons as the directors may from
time to time authorize for such purpose.
57 EXECUTION OF INSTRUMENTS
(a) Instruments in writing requiring the signature of the Corporation may be
signed by any two of the Chairman of the Board, the Vice Chairman, the
President, a Vice President, the Treasurer and the Secretary, or by any one of
them and an Assistant Treasurer or Assistant Secretary and any instruments in
writing so signed shall be binding upon the Corporation without any further
authorization or formality. The directors may from time to time appoint any
other person or persons on behalf of the Corporation either to sign instruments
in writing generally or to sign specific instruments in writing. The Secretary
or any other officer or any director may sign certificates and similar
instruments (other than share certificates) on the Corporation's behalf with
respect to any factual matters relating to the Corporation's business and
affairs, including certificates verifying copies of the articles, by-laws,
resolutions and minutes of meetings of the Corporation.
(b) The term "instruments in writing" shall mean contracts, deeds,
mortgages, transfers and assignments of any property or assets of the
Corporation, including transfers or assignments of shares or other securities
owned by the Corporation and any proxies in respect of such shares or other
securities, and all other documents not referred to in section 56.
58 Execution in Counterpart, by Facsimile, and by Electronic Signature
(a) Subject to restrictions or requirements in the Act, any notice,
resolution, requisition, statement or other document required or permitted to be
executed by one or more persons may be signed by means of electronic signature
(as defined in the Act) or the Corporation may accept a facsimile signature;
(b) Execution of several copies of any notice, resolution, requisition,
statement or other document, each of which is executed whether manually or
electronically, by one or more of such persons, when duly executed by all
persons required or permitted, shall constitute one and the same such document
for purposes of the Act.
(c) Subject to restrictions or requirements in the Act, wherever a notice,
resolution, requisition, statement or other document or other information is
required to be created in writing, that requirement is satisfied by the creation
of an electronic document with electronic signatures.
FISCAL YEAR
59 Unless otherwise determined by the directors, the fiscal year of the
Corporation shall terminate on the 31st day of December in each year.
INTERPRETATION
60 In this by-law, wherever the context requires or permits, the singular
shall include the plural and the plural the singular; the word "person" shall
include firms and corporations, and the masculine gender shall include the
feminine and neuter genders. Wherever reference is made to any determination or
other action by the directors such shall mean determination or other action by
or pursuant to a resolution passed at a meeting of the directors, or of the
executive committee if empowered with respect thereto, or by or pursuant to a
resolution consented to by all the directors as evidenced by their signatures
thereto. Wherever reference is made to the "Act", it shall mean the Canada
Business Corporations Act and every other act or statute incorporated therewith
or amending the same, or any act or statute substituted therefor. Unless the
context otherwise requires, all words used in this by-law shall have the
meanings given to such words in the Act.
61 EFFECTIVE DATE AND REPEAL
(a) This by-law shall come into force as specified in the resolution of the
board approving its adoption.
(b) Upon this by-law coming into force, By-law No. 1 of the Corporation is
repealed. However, such repeal shall not affect the previous operation of such
by-law or affect the validity of any
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act done or right, privilege, obligation or liability acquired or incurred under
the validity of any contract or agreement made pursuant to such by-law prior to
its repeal. All officers and persons acting under such repealed by-law shall
continue to act as if appointed under the provisions of this by-law and all
resolutions of the shareholders or board with continuing effect passed under
such repealed by-law shall continue good and valid, until amended or repealed,
except to the extent inconsistent with this by-law.
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