BY-LAW NO. I
a by-law relating generally to
the transaction of
the business and
affairs of
EAGLE EYE ENTERTAINMENT INC.
(the "Corporation")
RESOLVED as a by-law of the Corporation that:
1. INTERPRETATION
1.1 DEFINITIONS. In this By-law and all other by-laws and resolutions of
the Corporation, unless the context otherwise requires:
(a) the following terms shall have the meanings specified:
(i) "Act" means the Business Corporations Act (Ontario), or any
statute that may be substituted therefor, including the
regulations made thereunder, as amended from time to time;
(ii) "Articles" means the Articles of Incorporation of the
Corporation as amended or restated from time to time;
(iii) "Board" means the board of directors of the Corporation;
(iv) "Chairman of the Board" means the Director appointed by the
Board from time to time to hold that office;
(v) "Corporation" means Eagle Eye Entertainment Inc.;
(vi) "Director" means a member of the Board;
(vii) "meeting of shareholders" means an annual meeting of
shareholders or a special meeting of shareholders, or both,
and includes a meeting of any class or series of any class of
shareholders;
(viii) "Officer" means an officer of the Corporation;
(b) terms that are defined in the Act are used in this By-law with the same
meaning; and
(c) words importing the singular number shall include the plural number and
vice versa, and words importing the masculine gender shall include the
feminine and neuter genders.
2. DIRECTORS AND OFFICERS
2.1 NUMBER OF DIRECTORS. The minimum and maximum number of Directors of the
Corporation shall be such as are from time to time set forth in the Articles.
The number of Directors within such range shall be determined from time to time
by special resolution or, subject to the provisions of the Act, by the Board if
so empowered by special resolution.
2.2 ELECTION AND TERM. The Directors shall be elected at each annual meeting of
shareholders to hold office until the next annual meeting or until their
respective successors are elected or appointed. At any annual meeting every
retiring Director shall, if qualified, be eligible for re-election.
2.3 QUORUM. A majority of the number of Directors from time to time shall
constitute a quorum for the transaction of business at any meeting of the Board.
If it is necessary to determine the number of Directors constituting a quorum at
a time when one or more vacancies exist on the Board, such a determination shall
be made as if such vacancies did not exist. Notwithstanding the foregoing,
should the number of directors of the Corporation be fewer than three (3), all
directors of the Corporation must be present at any meeting to constitute a
quorum.
2.4 CALLING OF MEETINGS. A meeting of the Board may be held at any time upon
call by the Board, the Chairman of the Board, the President or any other Officer
so empowered by the Board.
2.5 PLACE OF MEETINGS. Each meeting of the Board shall be held at such place
within or outside Ontario as may be determined by the person calling the
meeting. Notwithstanding the provisions of the Act, the Corporation shall not be
required to hold a majority of the meetings of the board of directors at a place
within Canada in any financial year.
2.6 NOTICE. Subject as hereinafter provided, notice of every meeting of the
Board shall be given to each Director at least 48 hours prior to the meeting.
Notwithstanding the foregoing:
(a) no notice need be given of the first meeting of the Board subsequent to
a meeting of shareholders at which Directors are elected if such Board
meeting is held immediately following the meeting of shareholders; and
(b) the Board may appoint a day or days in any month or months for regular
meetings at a place and hour to be named.
A copy of any resolution by the Board fixing the time and place of regular
meetings of the Board shall be sent to each Director forthwith after being
passed, but no other notice shall be required for any such regular meeting. The
accidental failure to give notice of a meeting of the Board to a Director or any
error in such notice not affecting the substance thereof shall not invalidate
any action taken at the meeting.
-2-
2.7 VOTES TO GOVERN. Every question at a meeting of the Board shall be decided
by a majority of the votes cast on the question. In the event of an equality of
votes on any question at a meeting of the Board, the Chairman of the Board shall
be entitled to a second or casting vote.
2.8 AUDIT, EXECUTIVE AND OTHER COMMITTEES. Subject to the provisions of the Act,
the Board may appoint annually from among its members an Audit Committee and one
or more other committees of Directors, including a committee designated as an
Executive Committee, and delegate to such committee or committees any of the
powers of the Board except those powers which, under the Act, a committee of
Directors has no authority to exercise.
Unless otherwise determined by the Board, each committee appointed by the Board
shall have the power to fix the quorum for its meetings at not less than a
majority of its members, to elect its presiding officer and to fix its rules of
procedure.
2.9 APPOINTMENT OF OFFICERS. The Board may from time to time appoint Officers,
specify their duties and delegate to them such powers as the Board deems
advisable and which are permitted by the Act to be so delegated. The Board may
also from time to time appoint persons to serve the Corporation in such
positions other than as Officers, with such titles and such powers and duties
and for such terms of service, as the Board deems advisable. One person may hold
or discharge the functions of more than one officer or other position.
2.10 REMUNERATION AND EXPENSES. Each Director shall be remunerated for his
services as a Director at such rate as the Board may from time to time
determine. In addition, each Director shall be paid such sums in respect of the
out-of-pocket expenses incurred by him in attending meetings of the Board,
meetings of any committee of the Board of which he is a member, or meetings of
shareholders, or otherwise incurred by him in connection with the performance of
his duties as a Director, as the Board may from time to time determine. Nothing
herein contained shall preclude any Director from receiving remuneration for
serving the Corporation as an Officer or employee or in any other capacity.
2.11 INDEMNITY. Without limit to the right of the Corporation to indemnify any
person to the full extent permitted by law, 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, 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, or director or officer of 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.
-3-
3. SHAREHOLDERS
3.1 ANNUAL AND SPECIAL MEETINGS. The Board shall call an annual meeting of
shareholders not later than 15 months after the holding of the last preceding
annual meeting and may at any time call a special meeting of shareholders.
3.2 PLACE OF MEETINGS. Each meeting of shareholders shall be held at such place
within or outside Ontario as the Board determines.
3.3 NOTICE OF MEETINGS. Notice of each meeting of shareholders shall be sent not
less than 10 days nor more than 50 days before the meeting to each shareholder
entitled to vote at the meeting, to each Director, to the auditor of the
Corporation and to any other persons who, although not entitled to vote at the
meeting, are entitled or required under any provision of the Act, the Articles
or any by-law of the Corporation to attend the meeting. The accidental failure
to give notice of a meeting of shareholders to any person entitled to notice
thereof or any error in such notice not affecting the substance thereof shall
not invalidate any action taken at the meeting.
3.4 PERSONS ENTITLED TO BE PRESENT. The only persons entitled to attend a
meeting of shareholders shall be those persons entitled to vote thereat, the
Directors, Officers and auditor of the Corporation and any other persons who,
although not entitled to vote at the meeting, are entitled or required under any
provision of the Act, the Articles or any by-law of the Corporation to attend
the meeting. Any other person may be admitted to the meeting only on the
invitation of the chairman of the meeting or with the consent of the meeting.
3.5 QUORUM. At any meeting of shareholders, the holders of a majority of the
shares entitled to vote at a meeting of shareholders whether present in person
or represented by proxy, shall constitute a quorum for the transaction of
business.
3.6 VOTING.
(a) Voting at any meeting of shareholders shall be by a show of
hands except where, either before or after a vote by show of
hands, a ballot is required by the chairman of the meeting or
is demanded by any person present and entitled to vote at the
meeting. On a show of hands, each person present at the
meeting and entitled to vote thereat shall, subject to the
Act, have one vote. On a ballot, each person present at the
meeting and entitled to vote thereat shall, subject to the Act
and the Articles, have one vote for each share in respect of
which such person is entitled to vote. A ballot so required or
demanded shall be taken in such manner as the chairman of the
meeting directs.
(b) Unless otherwise required by the Act or the Articles, every
question at a meeting of shareholders shall be decided by a
majority of the votes cast on the question. In the event of an
equality of votes on any question at a meeting of shareholders
either upon
-4-
a show of hands or upon a ballot, the chairman of the meeting
shall not be entitled to a second or casting vote.
(c) Subject to the Act and the Articles, where, after the date on
which a list of shareholders entitled to receive notice of a
meeting is prepared in accordance with the Act, a shareholder
named in such list transfers any of his shares, the transferee
of such shares shall be entitled to vote such shares at the
meeting if, at any time before the meeting, the transferee
(i) produces properly endorsed share certificates, or
(ii) otherwise establishes that he owns such shares.
3.7 REPRESENTATIVES. Upon filing proof of his appointment reasonably sufficient
to the chairman of a meeting of shareholders,
(a) a person who holds shares as a personal representative,
(b) an individual who has been duly authorized to represent at the
meeting a shareholder which is a body corporate or an
association, or
(c) a proxyholder or alternate proxyholder of a personal
representative, body corporate or association,
shall be entitled to vote at the meeting in respect of the shares in respect of
which such person has been appointed.
3.8 JOINT SHAREHOLDERS. Where two or more persons are registered jointly as the
holders of shares of the Corporation,
(a) any notice, cheque or other document directed to such
persons shall be sent to them at their address as
recorded in the Corporation's share register or, if
there be more than one address recorded for them in
that register, at the first such address;
(b) any one of such persons may give a receipt on behalf
of them for a share certificate that is issued in
respect of their shares, or for any dividend that is
paid in respect of their shares, or for any warrant
or other evidence of a right to subscribe for
securities of the Corporation that is issued in
respect of their shares, or for any evidence of the
rights in respect of any conversion, exchange or
other change in the share capital of the Corporation
that is issued in respect of their shares; and
-5-
(c) any one of such persons present in person or
represented by proxy at a meeting of shareholders and
entitled to vote thereat may, in the absence of the
other or others, vote their shares as if he were
solely entitled thereto, but, if more than one of
such persons is so present or represented, they shall
vote as one the shares jointly held by them.'
For the purposes of this section, several personal representatives of a
shareholder in whose names shares of the Corporation are registered shall be
deemed to hold such shares jointly.
3.9 PRESIDING OFFICER. The Chairman of the Board or, a Director designated by
him, or failing such designation, a Director designated by the Board, shall
preside at a meeting of shareholders. If neither the Chairman of the Board nor
any Director is present within thirty minutes after the time appointed for the
holding of a meeting of shareholders, the shareholders present shall choose a
shareholder then present to be chairman of the meeting.
3.10 SCRUTINEERS. At any meeting of shareholders, the chairman of the meeting
may appoint one or more persons, who may but need not be shareholders, to serve
as scrutineers at the meeting.
3.11 DIVIDENDS. A dividend payable to any shareholder
(a) in cash may be paid by cheque payable to the order of the
shareholder, or
(b) in shares may be paid by a share certificate in the name of
the shareholder,
and shall be mailed to such shareholder by prepaid ordinary or air mail in a
sealed envelope addressed (unless he has directed otherwise) to him at his
address as shown in the Corporation's share register. The mailing of such cheque
or share certificate, as the case may be, unless in the case of a cheque it is
not paid on due presentation, shall discharge the Corporation's liability for
the dividend to the extent of the sum or number of shares represented thereby
plus the amount of any tax which the Corporation has properly withheld. In the
event of the non-receipt of any such dividend cheque or share certificate, the
Corporation shall issue to the shareholder a replacement cheque or share
certificate, as the case may be, for the same amount or number of shares on such
reasonable terms as to indemnity and evidence of nonreceipt as the Board, or any
Officer or agent designated by the Board, may require.
4. EXECUTION OF DOCUMENTS
4.1 The Board may from time to time determine the Officers or other persons by
whom certificates, contracts or other documents of the Corporation shall be
executed and the manner of execution thereof, including the use of printed or
facsimile reproductions of any or all signatures and the use of a corporate seal
or a printed or facsimile reproduction thereof.
-6-
5. BORROWING
5.1 The Board may from time to time, in such amounts and on such terms as
it deems expedient, without authorization of the shareholders:
(a) borrow money upon the credit of the Corporation;
(b) issue, reissue, sell or pledge debt obligations of the
Corporation;
(c) except as limited by law, give a guarantee on behalf of the
Corporation to secure performance of an obligation of any
person; and,
(d) mortgage, hypothecate, pledge or otherwise create a security
interest in all or any property of the Corporation, owned or
subsequently acquired, to secure any obligation of the
Corporation.
A resolution making By-law No. 1 of the Corporation was passed by all
of the directors of the Corporation pursuant to the Business Corporations Act
(Ontario), effective the 30th day of June, 1998, which directors' resolution
also approved the repeal of all prior by-laws of the Corporation.
The foregoing resolution making By-law No. 1 of the Corporation is
confirmed without variation by the sole shareholder of the Corporation pursuant
to the Business Corporations Act (Ontario).
DATED as of the 30th day of June, 1998.
PACE THEATRICAL GROUP, INC.
By:
-----------------------
Name:
Title:
-7-