EXHIBIT 3.20
BY-LAW NO. 1
A by-law generally relating to the conduct of the business and affairs
of
CAST HOUSE TECHNOLOGY INC.
(hereinafter call the "Corporation")
CONTENTS
1. Interpretation 2. Directors
3. Meeting of Directors 4. Remuneration and Indemnification
5. Officers 6. Meetings of Shareholders
7. Shares 8. Dividends
9. Financial Year 10. Notices
11. Execution of Documents 12. Effective Date
13. Repeal
BE IT ENACTED as a by-law of the Corporation as follows:
1. INTERPRETATION
1.01 In this by-law and all other by-laws and resolution of the Corporation,
unless the context otherwise requires:
(a) "Act" means the Ontario Business Corporations Act together with
the Regulations made pursuant thereto and any statute or
regulations that may be substituted therefor, as amended from
time to time;
(b) "articles" means the articles of incorporation of the Corporation
which may be amended or restated from time to time;
(c) "board" means the Corporations board of directors;
(d) "by-laws" means this and all other by-laws of the Corporation as
amended from time to time, and from time to time in force and
effect;
(e) "Corporation" means this Corporation;
(f) "meeting of shareholders" means any meeting of shareholders,
whether annual or special;
(g) "special meeting of shareholders" means a special meeting of all
shareholders entitled to vote at an annual meeting of
shareholders and a meeting of any class or classes of
shareholders entitled to vote on the question at issue;
(h) "person" includes an individual, sole proprietorship,
partnership, un-incorporated association, un-incorporated
syndicate, un-incorporated organization, trust, body corporate,
and a natural person in his/her capacity as a trustee, executor,
administrator, or any other legal representative;
(i) "recorded address" means, in the case of a shareholder, his/her
address as entered in the shareholders' register; and, in the
case of joint shareholders, the address appearing in the
shareholders' register in respect of such joint holding or the
first address so appearing if there are more than one; and, in
the case of a director, officer, auditor or member of a committee
of the board, his/her latest address entered in the records of
the Corporation;
(j) "unanimous shareholder agreement" shall have the same meaning
ascribed to such term under the Act.
1.02 In this by-law where the context requires, words importing the singular
include the plural and vice versa and words importing gender include
masculine, feminine and neuter genders.
1.03 Saves as aforesaid, all the words and terms appearing in this by-law
shall have the same definitions and applications as in the Act.
2. DIRECTORS
2.01 (delete as applicable) Powers - Subject to any unanimous shareholder
agreement, the business and affairs of the Corporation shall be managed
and/or supervised by a board of directors. Until changed in accordance
with the Act, the board shall consist of:
*not fewer than the minimum number nor more than the maximum number
of directors provided for in the articles.
2.02 Resident Canadians - Except where the Corporation is a non-resident
Corporation, a majority of the directors shall be resident Canadians but
where the Corporation has only one or two director, that director or one
of the two directors, as the case may be, shall be a resident Canadian.
2.02 Qualification - No person shall be qualified for election as a director
if he/she is less than eighteen years of age; if he/she is of unsound
mind and has been so found by a court in Canada or elsewhere; if he/she
is not an individual; or if he/she has the status of a bankrupt,
2.04 Election and Term -- The election of directors shall take place at the
first meeting of shareholders and at each succeeding annual meeting at
which an election of directors is required. The directors shall hold
office for an expressly stated term, which shall expire not later than
the close of the third annual meeting of shareholders following the
election. A director not elected for an expressly stated term ceases
to hold office at the end of the first annual meeting of shareholders
following her/her election. Incumbent directors, if qualified, may be
eligible for re-election. If an election of directors is not held at
the proper time, the incumbent directors shall continue in their
office until their successors are elected.
2.05 Resignation -- A director who is not named in the articles may resign
from office upon giving a written notice to the Corporation and such
resignation becomes effective when it is received by the Corporation or
at the time specified therein, whichever is later. A director named in
the articles shall not be permitted to resign his/her office unless a
successor is elected or appointed at the time the resignation is to
become effective.
2.06 Removal -- Subject to the provisions of the Act, the shareholders may,
by ordinary resolution passed at a meeting of shareholders, remove any
director or directors from office before the expiration of his/her or
their respective terms and may, by a majority of the votes cast at the
meeting, elect any person in his/her place for the remainder of the
term.
2.07 Vacation of Office -- A director ceases to hold office when he/she
dies, resigns, is removed from office by the shareholders, or becomes
disqualified to serve as a director.
2.08 Vacancies -- Subject to the provisions of the Act, where a vacancy
occurs on the board, a quorum of the directors then in office may
appoint a person to fill the vacancy for the remainder of the term. If
there is not a quorum of directors of if there has been a failure to
elect a number of directors required by the articles or in the case of
a variable board as required by special resolution, the directors then
in office shall call a special meeting of the shareholders to fill the
vacancy and, if they fail to call a meeting or if there are no
directors then in office, the meeting may be called by any shareholder.
3. MEETINGS OF DIRECTORS
3.01 Place of Meetings -- Meetings of the board may be held at any place
within or outside Ontario and it shall not be necessary that, in any
financial year of the Corporation, a majority of the meetings of the
board be held anywhere within Canada.
3.02 Meetings by Telephone -- Where all the directors present at or
participating in the meeting have consented thereto, any director may
participate in a meeting of the board or of a committee of the board by
means of conference telephone, electronic or other communication
facilities as permit all persons participating in the meeting to
communicate with each other simultaneously and instantaneously and a
director participating in such a meeting by such means is deemed for
the purposes of the Act and these by-laws to be present at the meeting.
If a majority of the directors participating in such a meeting are then
in Canada, the meeting shall be deemed to have been held in Canada.
3.03 Calling of Meetings -- Meetings of the board shall be held from time to
time at such place, at such time and on such day as the president or a
vice-president who is a director or any two directors may determine,
and the secretary shall call meetings when directed or authorized by
any of those persons mentioned. Notice of every meeting so called
shall be given to each director not less than forty-eight hours
(excluding any part of a Sunday and of a holiday as defined by the
Ontario Interpretation Act) before the time when the meeting is to be
held, except that no notice of meeting shall be necessary if all the
directors are present or if those absent have waived notice of or
otherwise signified their consent to the holding of such a meeting. A
notice of a meeting of directors need not specify the purpose of or the
business to be transacted at the meeting except where the Act requires
such purpose or business to be specified.
3.04 Regular Meetings -- The board may appoint a day or days in any month or
months for regular meetings at a place and hour to be named. A copy
of any resolution of the board fixing the place and time of regular
meetings of the board shall be sent to each director forthwith after
being passed, but no other notice shall be required for any such
regular meetings except where the Act requires the purpose thereof or
the business to be transacted thereat to be specified.
3.05 First Meeting of the New Board -- Each newly elected board may without
notice hold its first meeting immediately following a meeting of
shareholders at which such board is elected, provided that a quorum of
directors is present.
3.06 Quorum -- Where the Corporation has fewer than three directors, all
directors must be present at any meeting of directors to constitute a
quorum. Subject to the articles or by-laws of the Corporation, a
majority of the number of directors or minimum number of directors
required by the articles constitutes a quorum at any meeting of
directors but in no case shall a quorum be less than two-fifths of the
number of directors or less than the minimum number of directors, as
the case may be.
3.07 Resident Canadians -- Directors shall not transact business at a
meeting of the board unless a majority of the directors present are
resident Canadians or, where the Corporation has fewer than three
directors, one of the directors present is a resident Canadian.
However, directors may transact business at a meeting of the board
where a majority of resident Canadian directors is not present if:
(a) a resident Canadian director who is unable to be present approves
in writing or by telephone or other communications facilities the
business transacted at the meeting; and
(b) a majority of resident Canadian directors would have been present
had the director been present at the meeting.
3.08 Chairman -- The chairman of any meeting of the board shall be first
mentioned of such of the following officers as have been appointed and
who is a directors and is present of the meeting:
(a) Chairman of the board;
(b) President; or
(c) Vice-President;
If no such officer is present, the directors present shall choose one
of their number to be chairman.
3.09 Votes to Govern -- At all meetings of the board, every question shall
be decided by a majority of the votes cast on the question.
3.10 Casting Vote -- In the case of an equality of votes on any question at
a meeting of the board, the chairman of the meeting shall be entitled
to a second vote.
3.11 Disclosure of Interests in Contracts -- Every director or officer of
the Corporation who is a party to a material contract or transaction or
proposed material contract or transaction with the
Corporation, or is a director or officer of or has a material interest
in any person who is a party to a material contract or transaction or
proposed material contract or transaction with the Corporation, shall
disclose in writing to the Corporation or request to have entered in
the minutes of the meeting of directors the nature and extent of
his/her interest at the time and in the manner required by the Act. Any
such contract or proposed contract shall be referred to the board or
shareholders for approval even if such a contract is one that in the
ordinary course of the Corporation's business would not require
approval by the board or the shareholders, and a director interested in
a contract so referred to the board shall not vote on any resolution
to approve the same except as provided by the Act.
3.12 Resolution in Lieu of Meeting -- A resolution in writing, signed by all
directors entitled to vote on that resolution at a meeting of directors
or committee of directors, is as valid as if it had been passed at a
meeting of directors or committee of directors. A copy of every
resolution shall be kept with the minutes of the proceedings of the
directors or committee of directors.
3.13 Delegation -- Directors may appoint from their number a managing
director who is a resident Canadian or a committee of directors and
delegate to such any of the powers of the directors. If the directors
appoint a committee of directors, a majority of the members must be
resident Canadians. Unless otherwise determined by the board and
subject to the Act, each committee shall have the power to fix its
quorum at not less than a majority of its members, to elect its
chairman and to regulate its procedure.
4. REMUNERATION AND INDEMNIFICATION
4.01 Remuneration -- Subject to the provisions of the Act, the articles, and
the by-laws of the Corporation or any unanimous shareholder agreement,
the board may fix the remuneration of the directors. Nothing contained
herein shall preclude any director from serving the Corporation in any
other capacity and receiving remuneration therefor. In addition,
directors shall be paid such sums in respect of their out of pocket
expenses incurred in attending board, committee or shareholders'
meetings or otherwise in respect of the performance by them of their
duties as the board may from time to time determine.
4.02 Limitation of Liability -- Every director and officer of the
Corporation, in exercising his powers and discharging his duties, shall
act honestly and in good faith with a view to the best interest of the
Corporation, and exercise the care, diligence and skill that a
reasonably prudent person would exercise in comparable circumstances.
Subject to the foregoing, no director or officer shall be liable for
the acts, receipts, neglects or defaults of any other director or
employee, or for joining in any receipt or other act for conformity, or
for any loss, damage or expense happening to the Corporation through
the insufficiency or deficiency of title to any property acquired for
or on behalf of the Corporation, or for the insufficiency or deficiency
of any security in or upon which any of the monies of the Corporation
shall be invested, or for any loss or damage arising from the
bankruptcy, insolvency or tortious acts of any person with whom any of
the monies, securities or effects of the Corporation shall be
deposited, or for any loss occasioned by any error of judgment or
oversight on his part, or for any other loss, damage or misfortune
whatever, which shall happen in the execution of the duties of his
office or in relation thereto, unless the same are occasioned by his
own willful neglect or default; provided that nothing herein shall
relieve any director or officer from the duty to act in accordance with
the Act or from liability from any breach thereof.
4.03 Indemnity of Directors and Officers -- Subject to the provisions of the
Act, the Corporation shall indemnify a director or officer of the
Corporation, a former director or officer of the Corporation, or a
person who acts or acted at the Corporation's request as a director or
officer of a body corporate of which the Corporation is or was a
shareholder or creditor, and his heirs and legal representatives,
against all costs, charges and expenses, including an amount paid to
settle an action or satisfy a judgment, reasonably incurred by him/her
in respect of any civil, criminal or administrative action or
proceeding to which he is made a party by reason of being or having
been a director or officer of such Corporation or body corporate if
(a) he acted honestly and in good faith with a view to the best
interests of the Corporation; and
(b) in the case of a criminal or administrative action or proceeding
that is enforced by a monetary penalty, he had reasonable grounds
for believing that his conduct was lawful.
4.04 Insurance -- Subject to the limitations contained in the Act, the
Corporation may purchase and maintain such insurance for the benefit of
its directors and officers as such, as the board may from time to time
determine.
5. OFFICERS
5.01 Appointment -- Subject to the provisions of the Act, the articles or
any unanimous shareholder agreement, the board may from time to time
appoint a president, one or more vice-presidents (to which title may be
added words indicating seniority or function), a secretary, a treasurer
and such other officers as the board may determine, including one or
more assistants to any of the officers so appointed. The board may
specify the duties of and, in accordance with this by-law and subject
to the provisions of the Act, delegate to such officers powers to
manage the business and affairs of the Corporation. Save for the
chairman of the board and the managing director, an officer may but
need not be a director and one person may hold more than one office.
5.02 Term, Remuneration and Removal -- The terms of employment and
remuneration of all officers elected or appointed by the board
(including the president) shall be determined from time to time by
resolution of the board. The fact that any officer or employee is a
director or shareholder of the Corporation shall not disqualify him
from receiving such remuneration as may be determined. All officers,
in the absence of agreement to the contrary, shall be subject to
removal by resolution of the board at any time with or without cause.
5.03 Chairman of the Board -- The board may from time to time also appoint a
chairman of the board who shall be a director. If appointed, the board
may assign to him any of the powers and duties that are by any
provisions of this by-law capable of being assigned to the president;
and he shall, subject to the provisions of the Act, have such other
powers and duties as the board may specify. During the absence or
disability of the chairman of the board, his duties shall be performed
and his powers exercised by the president.
5.05 Managing Director -- The board may from time to time appoint a managing
director who shall be a resident Canadian and a director. If
appointed, he shall be the chief executive officer and, subject to the
authority of the board, shall have general supervision of the business
and affairs of the
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Corporation; and he shall, subject to the provisions of the Act, have
such other powers and duties as the board may specify. During the
absence or disability of the president, or if no president has been
appointed, the managing director shall also have the powers and duties
of that office.
5.05 President -- The board may from time to time appoint a president. The
president shall be the chief operating officer of the Corporation and,
if no managing director has been appointed, and subject to the
authority of the board, shall have the general supervision of the
business and affairs of the Corporation and he/she shall have such
other powers and duties as the board may specify. During the absence
or disability of the managing director, or if no managing director has
been appointed, the president shall also have the powers and duties of
that office.
5.06 Vice-President -- The board may from time to time appoint one or more
vice-presidents. A vice-president so appointed shall have such powers
and such duties as the board or chief executive officer may prescribe.
5.07 Secretary -- The board may from time to time appoint a secretary. The
secretary shall attend all meeting of the directors, shareholders and
committees of the board and shall enter or cause to be entered in books
kept for that purpose, minutes of all proceedings at such meetings;
he/she shall give, or cause to be given, when instructed, notices
required to be given to shareholders, directors, auditors and members
of committee; he/she shall be the custodian of the stamp or mechanical
device generally used for affixing the corporate seal of the
Corporation and of all books, papers, records, documents and other
instruments belonging to the Corporation; and he shall perform such
other duties as may from time to time be prescribed by the board.
5.08 Treasurer -- The board may from time to time appoint a treasurer. The
treasurer shall keep, or cause to be kept, proper accounting records by
the Act; he/she shall deposit, or cause to be deposited, all monies
received by the Corporation in the Corporation's bank account; he/she
shall, under the direction of the board, supervise the safekeeping of
securities and the disbursement of the funds of the Corporation;
he/she shall render to the board, whenever required, an account of all
his transactions as treasurer and of the financial position of the
Corporation; and he/she shall perform such other duties as may from
time to time be prescribed by the board.
5.09 Other Offices -- The duties of all other officers of the Corporation
shall be such as the terms of their engagement call for or the board
requires of them. Any of the powers and duties of an officer to whom
an assistant has been appointed may be exercised and performed by such
assistant, unless the board otherwise directs.
5.10 Variation of Duties -- From time to time and subject to the provisions
of the Act, the board may vary, add to or limit the powers and duties
of any officer.
5.11 Agents and Attorneys -- The board shall have the power from time to
time to appoint agents or attorneys for the Corporation in or outside
of Ontario with such powers of management or otherwise (including the
power to sub-delegate) as may be thought fit.
5.12 Fidelity Bonds -- The board may require such officers, employees and
agents of the Corporation, as it deems advisable, to furnish bonds for
the faithful performance of their duties, in such form and with
such surety as the board may from time to time prescribe.
5.13 Conflict of Interest -- An officer shall disclose his interest in any
material contract or transaction or proposed material contract or
transaction with the Corporation in accordance with Section 3.11
herein.
6. MEETINGS OF SHAREHOLDERS
6.01 Annual Meetings -- Subject to Section 6.16 herein, the directors shall
call the first annual meeting of shareholders not later than eighteen
months after the Corporation comes into existence and, subsequently,
not later than fifteen months after holding the last preceding annual
meeting. The annual meeting of shareholders of the Corporation shall
be held as such time and on such day in each year as the board may from
time to time determine, for the purposes of receiving the reports and
statements required by the Act to be laid before the annual meeting,
electing directors, appointing auditors and fixing or authorizing the
board to fix their remuneration, and for the transaction of such other
business as may properly be brought before the meeting.
6.02 Special Meetings -- The board may at any time call a special meeting of
shareholders for the transaction of any business which may properly be
brought before such meeting of shareholders. All business transacted
at an annual meeting of shareholders, except consideration of financial
statements, auditor's report, election of directors and reappointment
of the incumbent auditor, is deemed to be special business.
6.03 Place of Meetings -- Meetings of shareholders shall be held at the
registered office of the Corporation, or at such other place within or
outside of Ontario as the board from time to time determines.
6.04 Notice of Meetings -- Notice of the time and place of each meeting of
shareholders shall be sent not less than ten days and not more than
fifty days before the date of the meeting to the auditor of the
Corporation, to each director, and to each person whose name appears on
the records of the Corporation at the close of business on the day next
preceding the giving of the notice as a shareholder entitled to vote at
the meeting. Notice of a special meeting of shareholders shall state:
(a) the nature of the business to be transacted at the meeting in
sufficient detail to permit the shareholders to form a reasoned
judgement thereon; and
(b) the text of any special resolution or by-law to be submitted to the
meeting.
A shareholder and any other person entitled to attend a meeting of
shareholders may in any manner and at any time waive of or otherwise
consent to a meeting of shareholders.
6.05 Persons Entitled to be Present -- The only persons entitled to attend a
meeting of shareholders shall be those entitled to vote thereat, the
directors and the auditor of the Corporation and others who although
not entitled to vote are entitled or required under any provision of
the Act or by-laws of the Corporation to be present at the meeting.
Any other persons may be admitted only on the invitation of the
chairman of the meeting or with the consent of the meeting.
6.06 Quorum -- Subject to the provisions of the Act, the holders of a
majority of the shares entitled to vote at a meeting of shareholders
present in person or by proxy constitute a quorum for the transaction
of business at any meeting of shareholders.
6.07 One-Shareholder Meeting -- If the Corporation has only one shareholder,
or only one holder of any class or series of shares, the shareholder
present in person or by proxy constitutes a meeting.
6.08 Right to Vote -- At any meeting of shareholders, unless the articles
otherwise provide, each share of the Corporation entitles the holder
thereof to one vote at a meeting of shareholders, subject to the
provisions of the Act.
6.09 Joint Shareholders -- Where two or more persons hold the same share or
shares jointly, any one of such persons present at a meeting of
shareholders may in the absence of the other vote the shares but, if
two or more of such persons who are present in person or by proxy,
vote, they shall vote as one on the shares jointly held by them.
6.10 Proxies -- Every shareholder entitled to vote at a meeting of the
shareholders may, by means of a proxy, appoint a proxy holder or one or
more alternate proxy holders who are not required to be shareholders to
attend and act at the meeting in the manner and to the extent
authorized by the proxy and with the authority conferred by the proxy.
A proxy shall be in writing and executed by the shareholder or by his
attorney authorized in writing and shall conform with the requirements
of the Act. The board may by resolution fix a time not exceeding
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. A proxy shall be acted upon only if,
prior to the time specified, it shall have been deposited with the
Corporation or an agent thereof specified in such notice or, where no
time is specified in such notice, the proxy has been received by the
secretary of the Corporation or by the chairman of the meeting or any
adjournment thereof prior to the time of voting.
6.11 Scrutineers -- At each meeting of shareholders one or more scrutineers
may be appointed by a resolution of the meeting or by the chairman with
the consent of the meeting to serve at the meeting. Such scrutineers
need not be shareholders of the Corporation.
6.12 Votes to Govern -- Subject to the provisions of the Act, the articles
and the by-laws of the Corporation or any unanimous shareholder
agreement, all questions proposed for the consideration of the
shareholders at a meeting shall be decided by a majority of the votes
cast thereon. In case of an equality of votes either on a show of hands
or a poll, the chairman of the meeting shall be entitled to a second or
casting vote.
6.13 Show of Hands -- Subject to the provisions of the Act, at all meetings
of shareholders every question shall be decided by a show of hands
unless a ballot thereon be required by the chairman or be demanded by
a shareholder or proxyholder present and entitled to vote. Upon a show
of
hands, every person present and entitled to vote has one vote
regardless of the number of shares he represents. After a show of hands
has been taken upon any questions, the chairman may require, or any
shareholder or proxyholder present and entitled to vote may demand, a
ballot thereon. Whenever a vote by show of hands shall have taken upon
a question, unless a ballot thereon be so required or demanded, a
declaration by the chairman that the vote upon the question has been
carried or carried by a particular majority or not carried and entry to
that effect in the minutes of the meeting shall be prima facie evidence
of the fact without the proof of the number or proportion of the votes
recorded in favour of or against the question. The result of the vote
so taken and declared shall be the decision of the Corporation on the
question. A demand for a ballot may be withdrawn at any time prior to
the taking of the ballot.
6.14 Ballots -- If a ballot is required by the chairman of the meeting or is
demanded and the demand is not withdrawn, a ballot upon the question
shall be taken in such manner as the chairman of the meeting directs.
6.15 Adjournment -- The chairman of a meeting of shareholders may, with the
consent of the meeting and subject to such conditions as the meeting
may decide, adjourn the meeting from time to time and from place to
place.
6.16 Resolution in Lieu of Meeting -- except where a written statement with
respect to the subject matter of the resolution is submitted by a
director or the auditors in accordance with the Act,
(a) a resolution in writing signed by all the shareholders entitled to
vote on that resolution at a meeting of shareholders is as valid as
if it had been passed at a meeting of the shareholders; and
(b) a resolution in writing dealing with any matter required by the Act
to be dealt with at a meeting of shareholders, and signed by all
the shareholders entitled to vote at that meeting, satisfied all
the requirements of the Act relating to that meeting of
shareholders.
7. SHARES
7.01 Allotment -- Subject to the provisions of the Act, the articles and any
unanimous shareholder agreement, the board may from time to time allot
or grant options to purchase the whole or any part of the authorized
and unissued shares of the Corporation at such time and to such persons
and for such consideration as the board shall determine, provided that
no share shall be issued until it is fully paid as provided by the Act.
7.02 Lien for Indebtedness -- Subject to the provisions of the Act, the
Corporation shall have a lien on shares registered in the name of a
shareholder indebted to the Corporation. Such lien may be enforced,
subject to any other provision of the articles and to any unanimous
shareholder agreement, by the sale of the shares thereby affected or by
any other action, suit, remedy or proceeding authorized or permitted by
law or by equity and, pending such enforcement, the Corporation may
refuse to register a transfer of the whole or any part of such shares.
7.03 Share Certificates -- Every holder of one or more shares of the
Corporation is entitled, at his option, to a share certificate, or to a
non-transferable written acknowledgment of his right to obtain a share
certificate, stating the number and class or a series of shares held by
him as shown on the records of the Corporation. Share certificates and
acknowledgments or a shareholder's right to a share certificate shall
be in form as the board shall from time to time approve. Any share
certificate shall be signed in accordance with Section 11.01 herein and
need not be under the corporate seal.
7.04 Replacement of Share Certificates -- Subject to the provisions of the
Act, the directors may by resolution prescribe, either generally or in
a particular case, the conditions upon which a new share certificate
may be issued to replace a share certificate which has been defaced,
lost, stolen or destroyed.
7.05 Transfer Agent and Register -- The board may from time to time appoint
a registrar to maintain the securities register and a transfer agent to
maintain the register of transfers and may also appoint one or more
branch registrars to maintain branch security registers and one or more
branch transfer agent to maintain branch register or transfers, but one
person may be appointed both registrar and transfer agent. The board
may at any time terminate any such appointment.
7.06 Joint Shareholders -- If two or more persons are registered as joint
holders of any share, the Corporation shall not be bound to issue more
than one certificate in respect thereof, and delivery of such
certificate to one such persons shall be sufficient delivery to all of
them. Any one of such persons may give effectual receipts for the
certificate issued in respect thereof or for any dividends, bonus,
return of capital or other money payable or warrant issuable in
respect of such shares.
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8. DIVIDENDS
8.01 Declaration -- Subject to the provisions of the Act, the articles and
to any unanimous shareholder agreement, the board may declare and the
Corporation may pay dividends to the shareholders according to their
respective rights and interests in the Corporation. Dividends may be
paid by issuing fully paid shares or the Corporation or options or
rights to acquire fully paid shares of the Corporation or, subject to
the provisions of the Act, may be paid in money or property.
8.02 Payment -- A dividend payable in cash shall be paid by cheque drawn on
the Corporation's bankers or one of them to the order of each registered
holder of shares of the class in respect of which it has been declared,
and mailed by ordinary mail postage prepaid to such registered holder at
his/her recorded address, unless such holder otherwise directs. In the
case of joint holders, the cheque shall, unless such joint holders
otherwise direct, be made payable to the order of all of such joint
holders and mailed to them at their recorded addresses. The mailing of
such cheque as aforesaid shall satisfy and discharge all liability for
the dividend to the extent of the sum represented thereby plus the
amount of any tax which the Corporation is required to and does
withhold, unless such cheque be not paid on due representation.
8.03 Non-Receipt of Cheque -- In the event of the non-receipt of any cheque
for a dividend by the person to whom it is so sent as aforesaid, the
Corporation shall issue to such person a replacement cheque for a like
amount on such terms as to indemnity, reimbursement of expenses and
evidence of non-receipt and of title as the board may from time to time
prescribe, whether generally or in a particular case.
9. FINANCIAL YEAR
9.01 Financial Year -- The financial year of the Corporation shall end on
the 30th day of September in each year, until changed by a resolution of
the board.
10. NOTICES
10.01 Method of Giving Notice -- Any notice, communication or other document
required by the Act, the regulations, the articles or the by-laws to be
given by the Corporation to a shareholder, director,
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officer, or auditor or member of a committee of the board of the
Corporation under any provision of the Act, the articles or by-laws or
otherwise shall be sufficiently given if delivered personally to the
person to whom it is to be given or if delivered to his recorded
address or if mailed to him at his recorded address by prepaid
transmitted or recorded communication. A notice so delivered shall be
deemed to have been given when it is delivered personally or delivered
to the recorded address as aforesaid; a notice so mailed shall be
deemed to have been received on the fifth day after mailing; and a
notice so sent by any means of transmitted or recorded communication
shall be deemed to have been given when dispatched or delivered to the
appropriate communication company or agency or its representative for
dispatch. The secretary may change or cause to be changed the recorded
address of any shareholder, director, officer or auditor of the
Corporation in accordance with any information believed by him to be
reliable. The recorded address of a director shall be his latest
address as shown in the records of the Corporation or in the most
recent notice filed under the Ontario Corporations Information Act,
whichever is the more current.
10.02 Computation of Time -- In computing the date when notice must be given
under any provision requiring a specified number of days' notice of
any meeting or other event, "day" means a clear day and a period of
days' shall be deemed to commence on the day following the event that
began the period and shall be deemed to terminate at midnight of the
last day of the period except that if the last day of the period falls
on a Sunday or holiday the period shall terminate at midnight of the
day next following that is not a Sunday or holiday.
10.03 Omissions and Errors -- the accidental omission to give any notice to
any shareholder, director, officer or auditor, or the non-receipt of
any notice by any shareholder, director, officer or auditor or any
error in any notice not affecting the substance thereof shall not
invalidate any action taken at any meeting held pursuant to such notice
or otherwise founded thereon.
10.04 Notice to Joint Shareholders -- All notices with respect to any shares
registered in more than one name may, if more than one address appears
on the records of the Corporation in respect of such joint holding, be
given to such joint shareholders at the first address so appearing, and
notice so given shall be sufficient notice to all holders of such
shares.
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10.05 Persons Entitled by Death or Operation of Law -- Every person who by
operation of law, by transfer or death of a shareholder or otherwise
becomes entitled to shares is bound by every notice in respect of such
shares which has been duly given to the registered holder from whom he
derives title prior to his name and address being entered on the
records of the Corporation (whether such notice was given before or
after the happening of the event upon which he became so entitled) and
prior to his furnishing to the Corporation the proof of authority or
evidence of his entitlement prescribed by the Act.
10.06 Waiver of Notice -- Any shareholder (or his/her duly appointed proxy,
director, officer or auditor may waive any notice or abridge the
time required for any notice required to be given under any provision
of the Act, the articles or by-laws of the Corporation or otherwise,
and such waiver or abridgement, whether given before or after the
meeting or other event of which notice is required to be given, shall
cure any default in the giving or in the time of such notice, as the
case may be. Any such waiver or abridgement shall be in writing except
a waiver of a notice of a meeting of shareholders or of the board or
a committee of the board which may be given in any manner.
10.07 Signatures to Notices -- The signatures to any notice to be given by
the Corporation may be written, stamped, typewritten or printed or
partly written, stamped, typewritten or printed.
11. EXECUTION OF DOCUMENTS
11.01 Signing Officers -- Deeds, transfers, assignments, contracts and
obligations of the Corporation may be signed by the president or a
vice-president or a director together with the secretary or treasurer
or an assistant secretary or assistant treasurer or another director.
Notwithstanding this, the board may at any time and from time to time
direct the manner in which and the person or persons by whom any
particular deed, transfer, contract or obligation or any class of
deeds, transfers, contracts or obligations may be signed.
11.02 Seal -- Any person authorized to sign any document may affix the
corporate seal thereto.
12. EFFECTIVE DATE
12.01 Effective Date -- This by-law shall come into force when enacted by the
directors, subject to the provisions of the Act.
13. REPEAL
13.01 Repeal -- As of the coming into effect of this by-law, By-Law Number 1
of the Corporation dated the 2nd day of October, 1990, is repealed,
provided that such repeal does not affect the validity of any act done
or right, privilege, obligation or liability acquired or incurred
under, or the validity of any contract or agreement made pursuant to,
or the validity of any articles or predecessor charter documents of the
Corporation obtained pursuant to, any such by-law prior to its repeal.
All officers and persons acting under any by-law so repealed shall
continue to act as if appointed under the provisions of this by-law and
all resolutions of the shareholders or the board with continuing effect
passed under any repealed by-law shall continue good and valid except
to the extent inconsistent with this by-law and until amended or
repealed.
ENACTED by the board the 6th day of March, 2001.
/s/ CHRISTOPHER J. ENGLISH /s/ AVRIL S. ENGLISH
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President Secretary
Resolved that the foregoing by-law enacted by the directors of the
Corporation, pursuant to the Ontario Business Corporations Act as
evidenced by the respective signatures hereto of all the directors.
Dated the 6th day of March, 2001.
/s/ CHRISTOPHER J. ENGLISH /s/ AVRIL S. ENGLISH
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Christopher J. English Avril S. English
In lieu of confirmation at a general meeting of the shareholders, we
the undersigned, being all of the shareholders of the Corporation
entitled to vote at a meeting of shareholders, hereby confirm in
writing the above by-law in accordance with the Ontario Business
Corporations Act.
Dated the 6th day of March, 2001.
/s/ CHRISTOPHER J. ENGLISH /s/ AVRIL S. ENGLISH
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Christopher J. English Avril S. English