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BY-LAW NO. 1
TABLE OF CONTENTS
Page
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1. Definitions........................................................ 1
2. Registered Office.................................................. 2
3. Seal............................................................... 2
DIRECTORS
4. Number............................................................. 2
5. Vacancies.......................................................... 2
6. Powers............................................................. 3
7. Duties............................................................. 3
8. Qualification...................................................... 4
9. Term of Office..................................................... 4
10. Election........................................................... 4
11. Consent to Election................................................ 5
12. Removal............................................................ 5
13. Vacation of Office................................................. 5
14. Validity of Acts................................................... 6
MEETINGS OF DIRECTORS
15. Place of Meeting................................................... 6
16. Notice............................................................. 6
17. Waiver of Notice................................................... 7
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18. Omission of Notice................................................ 7
19. Telephone Participation........................................... 7
20. Adjournment....................................................... 7
21. Quorum and Voting................................................. 8
22. Resolution in Lieu of Meeting..................................... 8
COMMITTEES OF DIRECTORS
23. General........................................................... 8
24. Audit Committee................................................... 9
25. Remuneration of Directors, Officers and Employees................. 10
26. Submission of Contracts or Transactions
to Shareholders for Approval...................................... 10
27. Conflict of Interest.............................................. 11
28. For the Protection of Directors and Officers...................... 12
29. Indemnities to Directors and Others............................... 13
OFFICERS
30. Appointment of Officers........................................... 13
31. Removal of Officers............................................... 14
32. Duties of Officers may be Delegated............................... 14
33. Chairman of the Board............................................. 14
34. President......................................................... 14
35. Vice-President.................................................... 14
36. Secretary......................................................... 15
37. Treasurer......................................................... 15
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38. Assistant Secretary and Assistant
Treasurer................................................................15
39. Managing Director........................................................16
40. Vacancies................................................................16
SHAREHOLDERS' MEETING
41. Annual Meeting...........................................................16
42. Special Meetings.........................................................16
43. Meeting on Requisition of Shareholders...................................16
44. Notice...................................................................17
45. Waiver of Notice.........................................................18
46. Omission of Notice.......................................................18
47. Record Dates.............................................................18
48. Chairman of the Meeting..................................................19
49. Votes....................................................................19
50. Right to Vote............................................................20
51. Proxies..................................................................21
52. Telephone Participation..................................................22
53. Adjournment..............................................................23
54. Quorum...................................................................23
55. Resolution in Lieu of Meeting............................................24
SHARES AND TRANSFERS
56. Issuance.................................................................24
57. Security Certificates....................................................24
58. Agent....................................................................24
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59. Dealings with Registered Holder...................................... 25
60. Surrender of Security Certificates.................................... 25
61. Defaced, Destroyed, Stolen or Lost
Security Certificates................................................. 25
62. Enforcement of Lien for Indebtedness.................................. 26
63. Dividends............................................................. 26
64. Dividends on Joint Holders of Securities.............................. 27
65. Voting Securities on Other Bodies
Corporate............................................................. 27
NOTICES, ETC.
66. Service............................................................... 27
67. Returned Notices...................................................... 28
68. Shares Registered in More than One Name............................... 28
69. Persons Becoming Entitled by Operation
of Law................................................................ 28
70. Deceased Shareholder.................................................. 28
71. Signatures to Notices................................................. 28
72. Computation of Time................................................... 29
73. Proof of Service...................................................... 29
74. Cheques, Drafts, Notes, Etc........................................... 29
75. Custody of Securities................................................. 29
76. Execution of Contracts, etc........................................... 30
77. Fiscal Period......................................................... 31
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BY-LAW NO. I
A BY-LAW RELATING GENERALLY TO THE CONDUCT OF THE BUSINESS AND AFFAIRS
OF 689936 ALBERTA LTD. (HEREINAFTER CALLED THE "CORPORATION").
IT IS HEREBY ENACTED as a by-law of the Corporation as follows:
DEFINITIONS
1. In this by-law and all other by-laws of the Corporation, unless the context
otherwise specified or requires:
(a) "Act" means the Business Corporations Act (Alberta) and the regulations
made thereunder, as from time to time amended, and in the case of such
amendment any reference in the by-laws shall be read as referring to
the amended provisions thereof;
(b) "Articles" means the original or restated articles of incorporation,
articles of amendment, articles of amalgamation, articles of
continuance, articles of reorganization, articles of arrangement,
articles of dissolution and articles of revival and includes an
amendment to any of them;
(c) "Board" means the board of directors of the Corporation;
(d) "By-laws" means the by-laws of the Corporation from time to time in
force and effect;
(e) all terms contained in the by-laws which are defined in the Act shall
have the meanings given to such terms in the Act;
(f) words importing the singular number only shall include the plural and
vice versa; words importing the masculine gender shall include the
feminine and neuter genders; and,
(g) the headings used in the by-laws are inserted for reference purposes
only and are not to be considered or taken into account in construing
the terms or provisions thereof or to be deemed in any way to clarify,
modify or explain the effect of any such terms or provisions.
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REGISTERED OFFICE
2. The Corporation shall at all times have a registered office within Alberta.
Subject to the Act, the directors of the Corporation may at any time:
(a) change the address of the registered office within Alberta;
(b) designate, or revoke or change a designation of, a separate records
office within Alberta; or
(c) designate, or revoke or change a designation of, a post office box
within Alberta as the address for service by mail of the Corporation.
SEAL
3. The corporate seal of the Corporation shall be such as the directors may by
resolution from time to time adopt.
DIRECTORS
4. Number. The number of directors shall be the number fixed by the articles, or
where the articles specify a variable number, the number shall be not less than
the minimum and not more than the maximum number so specified and may be
determined from time to time within such limits by resolution of the board of
directors. Subject to the Act, at least half of the directors shall be resident
Canadians.
5. VACANCIES. Subject to the Act, a quorum of directors may fill a vacancy among
the directors, except a vacancy resulting from an increase in the number or
minimum number of directors or from a failure to elect the number or minimum
number of directors required by the articles. If there is not a quorum of
directors, or if there has been a failure to elect the number or minimum number
of directors required by the articles, the directors then in office shall
forthwith call a special meeting of shareholders to fill the vacancy and, if
they fail to call a meeting or if there are no directors then in office, the
meeting may be called by a shareholder. Subject to the Act, if the shareholders
have adopted an amendment to the articles to increase the number or minimum
number of directors, and have not, at the meeting at which they adopted the
amendment, elected an additional number of directors authorized by the
amendment,
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the directors then in office shall forthwith call a special meeting of
shareholders to fill the vacancy.
A director appointed or elected to fill a vacancy holds office for the
unexpired term of his predecessor.
6. POWERS. Subject to any unanimous shareholder agreement, the directors shall
manage the business and affairs of the Corporation and may exercise all such
powers and do all such acts and things as may be exercised or done by the
Corporation and are not prohibited by the Act, the articles, the by-laws, any
special resolution of the Corporation, a unanimous shareholder agreement or by
statute, or by statute, the articles, the by-laws, any special resolution of the
Corporation, or a unanimous shareholder agreement, expressly directed or
required to be done in some other manner.
7. DUTIES. Every director and officer of the Corporation in exercising his
powers and discharging his duties shall:
(a) act honestly and in good faith with a view to the best interests of the
Corporation; and,
(b) exercise the care, diligence and skill that a reasonably prudent person
would exercise in comparable circumstances.
8. QUALIFICATION. The following persons are disqualified from being a director
of the Corporation:
(a) anyone who is less than l8 years of age;
(b) anyone who,
(i) is a dependent adult as defined in the Dependent Adults Act or is the
subject of a certificate of incapacity under that Act,
(ii) is a formal patient as defined in the Mental Health Act,
(iii) is the subject of an order under the Mentally Incapacitated Persons Act
appointing a committee of his person or estate or both, or
(iv) has been found to be a person of unsound mind by a court elsewhere than
in Alberta;
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(c) a person who is not an individual;
(d) a person who has the status of bankrupt.
Unless the articles otherwise provide a director of the Corporation is not
required to hold shares issued by the Corporation.
9. TERM OF OFFICE. A director's term of office (subject to the provisions, if
any, of the Corporation's articles or any unanimous shareholder agreement, and
subject to his election for an expressly stated term or unless he was elected by
the board to fill a vacancy) shall be from the date of the meeting at which he
is elected or appointed until the close of the next annual meeting of
shareholders following his election or appointment or until his successor is
elected or appointed.
l0. ELECTION. Subject to the Act, shareholders of the Corporation shall, by
ordinary resolution at the first meeting of shareholders and at each succeeding
annual meeting at which an election of directors is required, elect directors to
hold office for a term expiring not later than the close of the third annual
meeting of shareholders following the election. Notwithstanding the foregoing,
shareholders may elect directors for the said term at any shareholders meeting.
A director not elected for an expressly stated term ceases to hold office at the
close of the first annual meeting of shareholders following his election but, if
qualified, is eligible for re-election. If directors are not elected at a
meeting of shareholders, the incumbent directors continue in office until their
successors are elected.
If a meeting of shareholders fails to elect the number or the minimum
number of directors required by the articles by reason of the disqualification
or death of any candidate, the directors elected at that meeting may exercise
all the powers of the directors if the number of directors so elected
constitutes a quorum.
ll. CONSENT TO ELECTION. A person who is elected or appointed a director is not
a director unless he was present at the meeting when he was elected or appointed
and did not refuse to act as a director or, if he was not present at the meeting
when he was elected or appointed, he consented to act as a director in writing
before his election or appointment or within ten (l0) days after it or he has
acted as a director pursuant to the election or appointment.
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l2. REMOVAL. Subject to the Act, the shareholders of the Corporation may by
ordinary resolution at a special meeting remove any director from office before
the expiration of his term of office and may, by a majority of the votes cast at
the meeting, elect any person in his stead for the remainder of his term.
l3. VACATION OF OFFICE. A director of the Corporation ceases to hold office
when:
(a) he dies or resigns;
(b) he is removed from office; or
(c) he becomes disqualified.
A resignation of a director becomes effective at the time a written
resignation is sent to the Corporation, or at the time specified in the
resignation, whichever is later.
l4. VALIDITY OF ACTS. An act of a director or officer is valid notwithstanding
an irregularity in his election or appointment or a defect in his qualification.
MEETINGS OF DIRECTORS
l5. PLACE OF MEETING. Unless the articles otherwise provide, meetings of
directors and of any committee of directors may be held at any place. A meeting
of directors may be convened by the Chairman of the board (if any), the
President or any director at any time and the Secretary shall upon direction of
any of the foregoing convene a meeting of directors.
l6. NOTICE. Notice of the time and place for the holding of any meeting of
directors or any committee of directors shall be sent to each director not less
than two (2) days (exclusive of the day on which the notice is sent but
inclusive of the day for which notice is given) before the date of the meeting;
provided that meetings of directors or of any committee of directors may be held
at any time without notice if all the directors are present (except where a
director attends a meeting for the express purpose of objecting to the
transaction of any business on the grounds that the meeting
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is not lawfully called) or if all the absent directors have waived notice. The
notice of a meeting of directors shall specify any matter referred to in
subsection (3) of section ll0 of the Act that is to be dealt with at the
meeting, but need not otherwise specify the purpose or the business to be
transacted at the meeting. Each Director shall provide an address in Calgary to
which notice can be delivered. In absence of providing such an address in
writing, notice shall be conclusively deemed delivered upon delivery to the
registered office of the Corporation.
For the meeting of directors to be held following the election of
directors at an annual or special meeting of the shareholders or for a meeting
of directors at which a director is appointed to fill a vacancy in the board, no
notice of such meeting need be given to the newly elected or appointed director
or directors in order for the meeting to be duly constituted, provided a quorum
of the directors is present.
l7. WAIVER OF NOTICE. Notice of any meeting of directors or of any committee of
directors or the time for the giving of any such notice or any irregularity in
any meeting or in the notice thereof may be waived by any director in writing or
by telegram, cable or telex addressed to the corporation or in any other manner,
and any such waiver may be validly given either before or after the meeting to
which such waiver relates. Attendance of a director at any meeting of directors
or of any committee of directors is a waiver of notice of the meeting, except
when a director attends a meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called.
l8. OMISSION OF NOTICE. The accidental omission to give notice of any meeting of
directors or of any committee of directors to or the non-receipt of any notice
by any person shall not invalidate any resolution passed or any proceeding taken
at any such meeting.
l9. TELEPHONE PARTICIPATION. A director may participate in a meeting of
directors or of any committee of directors by means of telephone or other
communication facilities that permit all persons participating in the meeting to
hear each other, and a director participating in a meeting by those means is
deemed for the purposes of the Act to be present at that meeting.
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20. ADJOURNMENT. Any meeting of directors or of any committee of directors may
be adjourned from time to time by the chairman of the meeting, with the consent
of the meeting, to a fixed time and place. Notice of an adjourned meeting of
directors or committee of directors is not required to be given if the time and
place of the adjourned meeting is announced at the original meeting. Any
adjourned meeting shall be duly constituted if held in accordance with the terms
of the adjournment and a quorum is present thereat. The directors who formed a
quorum at the original meeting are not required to form the quorum at the
adjourned meeting. If there is no quorum present at the adjourned meeting, the
original meeting shall be deemed to have terminated forthwith after its
adjournment. 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 in accordance with the notice calling the same.
2l. QUORUM AND VOTING. Subject to the Articles, a majority of the number of
directors or where a minimum number of directors is required by the articles,
the minimum number of directors so required, constitute a quorum at any meeting
of directors and notwithstanding any vacancy among the directors, a quorum of
directors may exercise all the powers of the directors. Subject to the Act,
directors shall not transact business at a meeting of directors unless a quorum
is present and at least half of the directors present are resident Canadians.
Questions arising at any meeting 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.
22. RESOLUTION IN LIEU OF MEETING. Subject to the articles or a unanimous
shareholder agreement, a resolution in writing, signed by all the directors
entitled to vote on that resolution at a meeting of directors or committee of
directors, is as valid as if it had been passed at a meeting of directors or
committee of directors and shall be held to be effective as of the date
specified therein.
COMMITTEES OF DIRECTORS
23. General. The directors may from time to time appoint from their number a
managing director, who must be a resident Canadian, or a committee of directors,
at least half of whom shall be resident Canadians, and may delegate to the
managing
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director or such committee any of the powers of the directors, except that no
managing director or committee shall have the authority to:
(a) submit to the shareholders any question or matter requiring the
approval of the shareholders;
(b) fill a vacancy among the directors or in the office of auditor;
(c) issue securities except in the manner and on the terms authorized by
the directors;
(d) declare dividends;
(e) purchase, redeem or otherwise acquire shares issued by the Corporation,
except in the manner and on the terms authorized by the directors;
(f) pay a commission to any person in consideration of his purchasing or
agreeing to purchase shares of the Corporation from the Corporation or
from any other person, or procuring or agreeing to procure purchasers
for shares of the Corporation;
(g) approve a management proxy circular;
(h) approve any annual financial statements to be placed before the
shareholders of the Corporation; or
(i) adopt, amend or repeal by-laws of the Corporation.
24. AUDIT COMMITTEE. Subject to the Act, if any of the issued shares of the
Corporation, or securities of the Corporation which may or might be exchanged
for or converted into shares of the Corporation, were part of a distribution to
the public and the Corporation has more than fifteen (l5) shareholders, the
directors shall elect annually from among their number an audit committee to be
composed of not fewer than three (3) directors, a majority of whom are not
officers or employees of the Corporation or any of its affiliates.
Each member of the audit committee shall serve during the pleasure of
the board of directors and, in any event, only so long as he shall be a
director. The directors may fill vacancies in the audit committee by election
from among their number.
The audit committee shall have power to fix its quorum at not less than
a majority of its members and to determine its own rules of procedure subject to
any
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regulations imposed by the board of directors from time to time and to the
following paragraph.
The auditor of the Corporation is entitled to receive notice of every
meeting of the audit committee and, at the expense of the Corporation, to attend
and be heard thereat, and, if so requested by a member of the audit committee,
shall attend every meeting of the committee held during the term of office of
the auditor. The auditor of the Corporation or any member of the audit committee
may call a meeting of the committee.
The audit committee shall review the financial statements of the
Corporation prior to approval thereof by the board and shall have such other
powers and duties as may from time to time by resolution be assigned to it by
the board.
REMUNERATION OF DIRECTORS, OFFICERS AND EMPLOYEES
25. Subject to the articles or any unanimous shareholder agreement, the
directors of the Corporation may fix the remuneration of the directors of the
Corporation and such remuneration shall be in addition to the salary paid to any
officer or employee of the Corporation who is also a director. The directors may
also by resolution award special remuneration to any director for undertaking
any special services on the Corporation's behalf other than the routine work
ordinarily required of a director of the Corporation. The confirmation of any
such resolution by the shareholders shall not be required. The directors,
officers and employees shall also be entitled to be paid their travelling and
other expenses properly incurred by them in connection with the affairs of the
Corporation.
SUBMISSION OF CONTRACTS OR TRANSACTIONS
TO SHAREHOLDERS FOR APPROVAL
26. The directors in their discretion may submit any contract, act or
transaction for approval, ratification or confirmation at any annual meeting of
the shareholders or at any special meeting of the shareholders called for the
purpose of considering the same and any contract, act or transaction that shall
be approved, ratified or confirmed by resolution passed by a majority of the
votes cast at any such meeting (unless any different or additional requirement
is imposed by the Act or by the
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Corporation's articles or any other by-law) shall be as valid and as binding
upon the Corporation and upon all the shareholders as though it had been
approved, ratified and/or confirmed by every shareholder of the Corporation.
CONFLICT OF INTEREST
27. A director or officer of the Corporation who is a party to a material
contract or proposed material contract with the Corporation, or is a director or
an officer of or has a material interest in any person who is a party to a
material contract or proposed material contract with the Corporation shall
disclose the nature and extent of his interest at the time and in the manner
provided in the Act. Except as provided in the Act, no such director of the
Corporation shall vote on any resolution to approve such contract. If a material
contract is made between the Corporation and one or more of its directors or
officers, or between the Corporation and another person of which a director or
officer of the Corporation is a director or officer or in which he has a
material interest,
(a) the contract is neither void nor voidable by reason only of that
relationship, or by reason only that a director with an interest in the
contract is present at or is counted to determine the presence of a
quorum at a meeting of the directors or committee of directors that
authorized the contract, and,
(b) a director or officer or former director or officer of the Corporation
to whom a profit accrues as a result of the making of the contract is
not liable to account to the Corporation for that profit by reason only
of holding office as a director or officer, if the director or officer
disclosed his interest in accordance with the provisions of the Act and
the contract was approved by the directors or the shareholders and it
was reasonable and fair to the Corporation at the time it was approved.
This paragraph is subject to any unanimous shareholder agreement.
FOR THE PROTECTION OF DIRECTORS AND OFFICERS
28. No director or officer for the time being of the Corporation shall be liable
for the acts, receipts, neglects or defaults of any other director or officer or
employee or for joining in any receipt or 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 or disposed of by the Corporation
or 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 or belonging to the
Corporation shall be placed out or invested or for any loss or damage arising
from the bankruptcy, insolvency or tortious act of any person,
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firm or corporation including any person, firm or corporation with whom or which
any monies, securities, or effects shall be lodged or deposited or for any loss,
conversion, misapplication or misappropriation of or any damage resulting from
any dealings with any monies, securities or other assets belonging to the
Corporation or for any other loss, damage or misfortune whatever which may
happen in the execution of the duties of his respective office of trust or in
relation thereto, unless the same shall happen by or through his failure to
exercise the powers and to discharge the duties of his office honestly, in good
faith with a view to the best interests of the Corporation, and in connection
therewith to exercise the care, diligence and skill that any reasonably prudent
person would exercise in comparable circumstances, provided that nothing herein
contained shall relieve a director or officer from the duty to act in accordance
with the Act or relieve him from liability under the Act. The directors for the
time being of the Corporation shall not be under any duty or responsibility in
respect of any contract, act or transaction whether or not made, done or entered
into in the name or on behalf of the Corporation, except such as shall have been
submitted to and authorized or approved by the directors. If any director or
officer of the Corporation shall be employed by or shall perform services for
the Corporation otherwise than as a director or officer or shall be a member of
a firm or a shareholder, director or officer of a body corporate which is
employed by or performs services for the Corporation, the fact of his being a
shareholder, director or officer of the Corporation or body corporate or member
of the firm shall not disentitle such director or officer or such firm or body
corporate, as the case may be, from receiving proper remuneration for such
services.
INDEMNITIES TO DIRECTORS AND OTHERS
29. Subject to the Act, except in respect of an action by or on behalf of the
Corporation or body corporate to procure a judgment in its favour against the
director or officer in question, 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 any amount paid to settle an action or satisfy a
judgment, reasonably incurred by him in respect of any civil, criminal or
administrative action or proceeding to which he is made a party by reason of
being or having been a director or officer of the Corporation or body corporate,
if:
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(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.
OFFICERS
30. APPOINTMENT OF OFFICERS. Subject to the articles or any unanimous
shareholder agreement, the directors annually or as often as may be required may
appoint from among themselves a Chairman of the board and shall appoint a
President and a Secretary and if deemed advisable may appoint one or more
Vice-Presidents, a Treasurer and one or more Assistant Secretaries and/or one or
more Assistant Treasurers. None of such officers except the Chairman of the
Board need be a director of the Corporation although a director may be appointed
to any office of the Corporation. Two (2) or more offices of the Corporation may
be held by the same person. In case and whenever the same person holds the
offices of Secretary and Treasurer he may but need not be known as the
Secretary-Treasurer. The directors may from time to time appoint such other
officers, employees and agents as they shall deem advisable who shall have the
authority and shall perform such functions and duties as may from time to time
be prescribed by resolution of the directors. The directors may from time to
time and subject to the Act, vary, add to or limit the duties and powers of any
officer.
3l. REMOVAL OF OFFICERS, ETC. Subject to the articles or any unanimous
shareholder agreement, all officers, employees and agents, in the absence of
agreement by the directors to the contrary, shall be subject to removal by
resolution of the directors at any time, with or without cause.
32. DUTIES OF OFFICERS MAY BE DELEGATED. In case of the absence or inability or
refusal to act of any officer of the Corporation or for any other reason that
the directors may deem sufficient, the directors may delegate all or any of the
powers of such officer to any other officer or to any director for the time
being.
33. CHAIRMAN OF THE BOARD. The Chairman of the Board (if any) shall, if present,
preside as chairman at all meetings of the board and of shareholders. He shall
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sign such contracts, documents or instruments in writing as require his
signature and shall have such other powers and shall perform such other duties
as may from time to time be assigned to him by resolution of the directors.
34. PRESIDENT. The President shall be the chief executive officer of the
Corporation and shall, subject to the direction of the board of directors,
exercise general supervision and control over the business and affairs of the
Corporation. In the absence of the Chairman of the Board (if any), and if the
President is also a director of the Corporation, the President shall, when
present, preside as chairman at all meetings of directors and shareholders. He
shall sign such contracts, documents or instruments in writing as require his
signature and shall have such other powers and shall perform such other duties
as may from time to time be assigned to him by resolution of the directors or as
are incident to his office.
35. VICE-PRESIDENT. The Vice-President or, if more than one, the Vice-Presidents
in order of seniority, shall be vested with all the powers and shall perform all
the duties of the President, provided however, that a Vice-President who is not
a director shall not preside as chairman at any meeting of directors or
shareholders. The Vice-President or, if more than one, the Vice-Presidents shall
sign such contracts, documents or instruments in writing as require his or their
signatures and shall also have such other powers and shall perform such other
duties as may from time to time be assigned to him or them by resolution of the
directors.
36. SECRETARY. The Secretary shall give or cause to be given notices for all
meetings of directors, and any committee of directors and shareholders when
directed to do so, and shall, subject to the provisions of the Act, maintain the
records referred to in subsections (l), (3) and (5) of section 20 of the Act. He
shall sign such contracts, documents or instruments in writing as require his
signature and shall have such other powers and shall perform such other duties
as may from time to time be assigned to him by resolution of the directors or as
are incident to his office.
37. TREASURER. Subject to the provisions of any resolution of the directors, the
Treasurer shall have the care and custody of all the funds and securities of the
Corporation and shall deposit the same in the name of the Corporation in such
bank of banks or with such other depository or depositories as the directors may
by resolution direct. He shall prepare and maintain adequate accounting records.
He shall sign such
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contracts, documents or instruments in writing as require his signature and
shall have such other powers and shall perform such other duties as may from
time to time be assigned to him by resolution of the directors or as are
incident to his office. He may be required to give such bond for the faithful
performance of his duties as the directors in their uncontrolled discretion may
require and no director shall be liable for failure to require any such bond or
for the insufficiency of any such bond or for any loss by reason of the failure
of the Corporation to seek any indemnity thereby provided.
38. ASSISTANT SECRETARY AND ASSISTANT TREASURER. The Assistant Secretary or, if
more than one, the Assistant Secretaries in order of seniority, and the
Assistant Treasurer or, if more than one, the Assistant Treasurers in order of
seniority, shall be vested with all the powers and shall perform all the duties
of the Secretary and Treasurer, respectively, in the absence or inability or
refusal to act of the Secretary or Treasurer as the case may be. The Assistant
Secretary or, of more than one, the Assistant Secretaries and the Assistant
Treasurer or, if more than one, the Assistant Treasurers shall sign such
contracts, documents or instruments in writing as require his or their
signatures respectively and shall have such other powers and shall perform such
other duties as may from time to time be assigned to him or them by resolution
of the directors.
39. MANAGING DIRECTOR. The directors may from time to time appoint from their
number a Managing Director who must be a resident Canadian and may delegate to
the Managing Director any of the powers of the directors subject to the limits
on authority imposed by the Act. The Managing Director shall conform to all
lawful directions given to him by the directors of the Corporation and shall at
all reasonable times give to the directors or any of them all information they
may require regarding the affairs of the Corporation. Any agent or employee
appointed by the Managing Director shall be subject to discharge by the
directors.
40. VACANCIES. If the office of President, Vice-President, Secretary, Assistant
Secretary, Treasurer, Assistant Treasurer, or any other office created by the
directors pursuant to paragraph 30 hereof shall be or become vacant by reason of
death, resignation or in any other manner whatsoever, the directors shall, in
the case of the President and Secretary, and may, in the case of any other
officers, appoint an individual to fill such vacancy.
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SHAREHOLDERS' MEETING
4l. Annual Meeting. Subject to the Act, the annual meeting of shareholders shall
be held at the registered office of the Corporation or at a place elsewhere
within Alberta determined by the directors or outside Alberta if all the
shareholders who are entitled to vote agree on such day in each year and at such
time as the directors may determine.
42. SPECIAL MEETINGS. The directors of the Corporation may at any time call a
special meeting of shareholders to be held on such day and at such time and,
subject to the Act, at such place within or outside Alberta if all the
shareholders who are entitled to vote agree as the directors may determine.
43. MEETING ON REQUISITION OF SHAREHOLDERS. The holders of not less than five
(5%) per cent of the issued shares of the Corporation that carry the right to
vote at a meeting sought to be held may requisition the directors to call a
meeting of shareholders for the purposes stated in the requisition. The
requisition which may consist of several documents of like form each signed by
one or more shareholders, shall state the business to be transacted at the
meeting and a copy of the requisition shall be sent to each director and the
original of the requisition shall be sent to the registered office of the
Corporation. Subject to the provisos set out in subsection 3 of section l37 of
the Act, upon receipt of the requisition, the directors shall call a meeting of
shareholders to transact the business stated in the requisition. If the
directors do not within twenty-one (2l) days after receiving the requisition
call a meeting, any shareholder who signed the requisition may call the meeting.
Unless the shareholders otherwise resolve at such a meeting, the corporation
shall reimburse the shareholders the expenses reasonably incurred by them in
requisitioning, calling and holding the meeting.
44. NOTICE. A printed, written or typewritten notice stating the day , hour and
place of meeting and if special business is to be transacted thereat, stating,
(i) the nature of that business in sufficient detail to permit the
shareholder to form a reasoned judgment on that business, and,
(ii) the text of any special resolution to be submitted to the meeting,
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shall be sent to each shareholder entitled to vote at the meeting, who on the
record date for notice is registered on the records of the Corporation or its
transfer agent as a shareholder, to each director of the Corporation and to the
auditor of the Corporation not less than twenty-one (2l) days and not more than
fifty (50) days (exclusive of the day of mailing and of the day for which notice
is given) before the date of every meeting; provided that a meeting of
shareholders may be held for any purpose on any day and at any time and, subject
to the Act, at any place without notice if all the shareholders and all other
persons entitled to attend such meeting are present in person or represented by
proxy at the meeting (except where a shareholder or other person attends the
meeting for the express purpose of objecting to the transaction of any business
on the grounds that the meeting is not lawfully called) or if all the
shareholders and all other persons entitled to attend such meeting and not
present in person nor represented by proxy thereat waive notice of the meeting.
A director of the Corporation is entitled to receive notice of and to
attend and be heard at every meeting of shareholders of the Corporation.
The auditor of the Corporation is entitled to receive notice of every
meeting of shareholders of the Corporation and, at the expense of the
Corporation, to attend and be heard at every meeting on matters relating to his
duties as auditor.
45. WAIVER OF NOTICE. Notice of any meeting of shareholders or the time for the
giving of any such notice or any irregularity in any meeting or in the notice
thereof may be waived by any shareholder, the duly appointed proxy of any
shareholder, any director or the auditor of the Corporation in writing or by
telegram, cable or telex addressed to the Corporation or in any other manner,
and any such waiver may be validly given either before or after the meeting to
which such waiver relates. Attendance of a shareholder or any other person
entitled to attend at a meeting of shareholders is a waiver of notice of the
meeting, except when he 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.
46. OMISSION OF NOTICE. The accidental omission to give notice of any meeting of
shareholders to or the non-receipt of any notice by any person shall not
invalidate any resolution passed or any proceeding taken at any such meeting.
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47. RECORD DATES. Subject to the Act, the directors may fix in advance a date as
the record date for the determination of shareholders,
(a) entitled to receive payment of a dividend,
(b) entitled to participate in a liquidation distribution or,
(c) for any other purpose except the right to receive notice of or to vote
at a meeting of shareholders,
but such record date shall not precede by more than fifty (50) days the
particular action to be taken.
Subject to the Act, the directors may also 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
fifty (50) days or by less than twenty-one (2l) days the date on which the
meeting is to be held.
If no record date is fixed,
(a) the record date for the determination of shareholders entitled to
receive notice of a meeting of shareholders shall be
(i) at the close of business on the last business day preceding the day on
which the notice is sent; or
(ii) if no notice is sent, the day on which the meeting is held; and,
(b) the record date for the determination of shareholders
for any purpose other than to establish a shareholder's right to receive notice
of a meeting or to vote shall be at the close of business on the day on which
the directors pass the resolution relating to that purpose.
48. CHAIRMAN OF THE MEETING. In the absence of the Chairman of the Board (if
any), the President and any Vice-President who is a director, the shareholders
present entitled to vote shall elect another director as chairman of the meeting
and if no director is present or if all the directors present decline to take
the chair then the shareholders present shall elect one of their number to be
the chairman.
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49. VOTES. Votes at meetings of shareholders may be given either personally or
by proxy. Every question submitted to any meeting of shareholders shall be
decided on a show of hands except when a ballot is demanded by a shareholder or
proxyholder entitled to vote at the meeting. A shareholder or proxyholder may
demand a ballot either before or on the declaration of the result of any vote by
show of hands. At every meeting at which he is entitled to vote, every
shareholder present in person and every proxyholder shall have one (l) vote on a
show of hands. Upon a ballot at which he is entitled to vote every shareholder
present or in person or by proxy shall (subject to the provisions, if any, of
the articles) have one (l) vote for every share registered in his name. In the
case of an equality of votes the chairman of the meeting shall not, either on a
show of hands or on a ballot, have a second or casting vote in addition to the
vote or votes to which he may be entitled as a shareholder or proxyholder.
At any meeting, unless a ballot is demanded by a shareholder or
proxyholder entitled to vote at the meeting, either before or after any vote by
a show of hands, a declaration by the chairman of the meeting that a resolution
has been carried or carried unanimously or by a particular majority or lost or
not carried by a particular majority shall be conclusive evidence of the fact
without proof of the number of proportion of votes recorded in favour of or
against the resolution.
If at any meeting a ballot is demanded on the election of a chairman or
on the question of adjournment or termination, the ballot shall be taken
forthwith without adjournment. If a ballot is demanded on any other question or
as to the election of directors, the ballot shall be taken in such manner and
either at once or later at the meeting or after adjournment as the chairman of
the meeting directs. The result of a ballot shall be deemed to be the resolution
of the meeting at which the ballot was demanded. A demand for a ballot may be
withdrawn.
50. RIGHT TO VOTE. Subject to Article 49 hereof and unless the articles
otherwise provide, each share of the Corporation entitles the holder of it to
one (l) vote at a meeting of shareholders.
Where a body corporate or association is a shareholder of the
Corporation, 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
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Corporation is the person entitled to vote at all such meetings of shareholders
in respect of the shares held by such body corporate or association.
Where a person holds shares as a personal representative, such person
or his proxy is the person entitled to vote at all meetings of shareholders in
respect of the shares so held by him.
Where a person mortgages, pledges or hypothecates his shares, such
person or his proxy is the person entitled to vote at all meetings of
shareholders in respect of such shares so long as such person remains the
registered owner of such shares unless, in the instrument creating the mortgage,
pledge or hypothec, he has expressly empowered the person holding the mortgage,
pledge or hypothec to vote in respect of such shares, in which case, subject to
the articles, such holder or his proxy is the person entitled to vote in respect
of the shares.
Where two (2) 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 (2) or more of those persons who are present, in person or by
proxy, vote, they shall vote as one on the shares jointly held by them and if
they do not vote as one they shall be deemed to have abstained.
5l. PROXIES. Every shareholder, including a shareholder that is a body corporate
entitled to vote at a meeting of shareholders may by means of a proxy appoint a
proxyholder and one or more alternate proxyholders, 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.
An instrument appointing a proxyholder shall be in written or printed
form and shall be executed by the shareholder or by his attorney authorized in
writing and is valid only at the meeting in respect of which it is given or any
adjournment of that meeting.
Any instrument appointing a proxyholder may be in the following form or
in any other form which complies with the requirements of the Act:
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"The undersigned shareholder of __________hereby appoints __________of
whom failing, ________ of ________ as the nominee of the undersigned to
attend and act for and on behalf of the undersigned at the meeting of
the shareholders of the said Corporation to be held on the ____ day of
1992 and at any adjournment thereof in the same manner, to the same
extent and with the same power as if the undersigned were personally
present at the said meeting or such adjournment thereof.
Dated the _________ May of ____________, l9__.
-----------------------------------
Signature of Shareholder
The directors may specify in a notice calling a meeting of shareholders
a time not exceeding forty-eight (48) hours, excluding Saturdays and holidays,
preceding the meeting or an adjournment of the meeting before which time proxies
to be used at the meeting must be deposited with the Corporation or its agent.
The chairman of the meeting of shareholders may in his discretion
accept telegraphic, telex, cable or written communication as to the authority of
anyone claiming to vote on behalf of and to represent a shareholder
notwithstanding that no instrument of proxy conferring such authority has been
deposited with the Corporation, and any votes given in accordance with such
telegraphic, telex, cable or written communication accepted by the chairman of
the meeting shall be valid and shall be counted.
52. TELEPHONE PARTICIPATION. A shareholder or any other person entitled to
attend a meeting of shareholders may participate in the meeting by means of
telephone or other communication facilities that permit all persons
participating in the meeting to hear each other and a person participating in
such a meeting by those means is deemed for the purposes of the Act to be
present at the meeting.
53. ADJOURNMENT. The chairman of the meeting may with the consent of the meeting
adjourn any meeting of shareholders from time to time to a fixed time and place
and if the meeting is adjourned by one (l) or more adjournments for an aggregate
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of less than thirty (30) days it is not necessary to give notice of the
adjourned meeting other than by announcement at the time of an adjournment. If a
meeting of shareholders is adjourned by one (l) or more adjournments for an
aggregate of thirty (30) days or more, notice of the adjourned meeting shall be
given as for an original meeting and if the meeting is adjourned by one (l) or
more adjournments for an aggregate of more than ninety (90) days, then the
provisions of subsections (l), (2) and (3) of section l43 of the Act shall
apply.
Any adjourned meeting shall be duly constituted if held in accordance
with the terms of the adjournment and a quorum is present thereat. The persons
who formed a quorum at the original meeting are not required to form the quorum
at the adjourned meeting. If there is no quorum present at the adjourned
meeting, the original meeting shall be deemed to have terminated forthwith after
its adjournment. 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 in accordance with the notice calling the same.
54. QUORUM. One (1) person present and holding or representing by proxy at least
one (l) issued share of the Corporation shall be a quorum of any meeting of
shareholders for the election of a chairman of the meeting and for the
adjournment of the meeting to a fixed time and place but not for the transaction
of any other business; for all other purposes one (1) person present and holding
or representing by proxy a majority of the shares entitled to vote at the
meeting shall be a quorum. If a quorum is present at the opening of a meeting of
shareholders, the shareholders present may proceed with the business of the
meeting, notwithstanding that a quorum is not present throughout the meeting.
Notwithstanding the foregoing, if the Corporation has only one (l)
shareholder, or only one (l) holder of any class or series of shares, the
shareholder present in person or by proxy constitutes a meeting and a quorum for
such meeting.
55. RESOLUTION IN LIEU OF MEETING. A resolution in writing signed by all the
shareholders entitled to vote on that resolution is as valid as if it had been
passed at a meeting of the shareholders and shall be held to be effective as of
any date mentioned therein.
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SHARES AND TRANSFERS
56. ISSUANCE. Subject to the articles, any unanimous shareholder agreement and
the Act, shares in the Corporation may be issued at the times and to the persons
and for the consideration that the directors determine; provided that a share
shall not be issued until the consideration for the share is fully paid in money
or in property or past service that is not less in value than the fair
equivalent of the money that the Corporation would have received if the share
had been issued for money.
57. SECURITY CERTIFICATES. A security holder is entitled at his option to a
security certificate that complies with the Act or a non-transferrable written
acknowledgment of his right to obtain a security certificate from the
Corporation in respect of the securities of the Corporation held by him.
Security certificates shall (subject to compliance with the Act) be in such form
as the directors may from time to time by resolution approve and such
certificates shall be signed manually by at least one (l) director or officer of
the Corporation or by or on behalf of a registrar, transfer agent or branch
transfer agent of the Corporation, or by a trustee who certifies it in
accordance with a trust indenture, and any additional signatures required on a
security certificate may be printed or otherwise mechanically reproduced
thereon. If a security certificate contains a printed or mechanically reproduced
signature of a person, the Corporation may issue the security certificate,
notwithstanding that the person has ceased to be a director or an officer of the
Corporation, and the security certificate is as valid as if he were a director
or officer at the date of its issue.
58. AGENT. The directors may from time to time by resolution appoint or remove,
(a) one (l) or more trust companies registered under the Trust Companies
Act as its agent or agents to maintain a central securities register or
registers, or,
(b) an agent or agents to maintain a branch securities register or
registers for the Corporation.
59. DEALINGS WITH THE REGISTERED HOLDER. Subject to the Act, the Corporation may
treat the registered owner of a security as the person exclusively entitled to
vote, to receive notices, to receive any interest, dividends or other payments
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in respect of the security, and otherwise to exercise all the rights and powers
of an owner of the security.
60. SURRENDER OF SECURITY CERTIFICATES. Subject to the Act, no transfer of a
security issued by the Corporation shall be registered unless or until the
security certificate representing the security to be transferred has been
presented for registration or, if no security certificate has been issued by the
Corporation in respect of such security, unless or until a duly executed
transfer in respect thereof has been presented for registration.
6l. DEFACED, DESTROYED, STOLEN OR LOST SECURITY CERTIFICATES. In case of the
defacement, destruction, theft or loss of a security certificate, the fact of
such defacement, destruction, theft or loss shall be reported by the owner to
the Corporation or to an agent of the Corporation (if any), on behalf of the
Corporation, with a statement verified by oath or statutory declaration as to
the defacement, destruction, theft or loss and the circumstances concerning the
same and with a request for the issuance of a new security certificate to
replace the one so defaced, destroyed, stolen or lost. Upon the giving to the
Corporation (or if there be an agent, hereinafter in this paragraph referred to
as the "Corporation's agent", then to the Corporation and the Corporation's
agent) of a bond of a surety company (or other security approved by the
directors) in such form as is approved by the directors or by the Chairman of
the Board (if any), the President, a Vice-President, the Secretary or the
Treasurer of the Corporation, indemnifying the Corporation (and the
Corporation's agent if any) against all loss, damage or expense, which the
Corporation and/or the Corporation's agent may suffer or be liable for by reason
of the issuance of a new security certificate to such shareholder, and provided
that neither the Corporation nor the Corporation's agent has received notice
that the security has been acquired by a purchaser described in section 64 of
the Act, and before such a purchaser has received a new, reissued or
re-registered security, a new security certificate may be issued in replacement
of the one defaced, destroyed, stolen or lost, if such issuance is ordered and
authorized by any one of the Chairman of the Board (if any), the President, a
Vice-President, the Secretary or the Treasurer of the Corporation or by
resolution of the directors.
62. ENFORCEMENT OF LIEN FOR INDEBTEDNESS. Subject to the Act, if the articles of
the Corporation provide that the Corporation has a lien on a share registered in
the name of a shareholder or his legal representative for a debt of that
shareholder to
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the Corporation, the directors of the Corporation may refuse to permit the
registration of a transfer of any such share or shares until the debt has been
paid in full.
DIVIDENDS
63. The directors may from time to time by resolution declare and the
Corporation may pay dividends on its issued shares, subject to the provisions
(if any) of the Corporation's articles.
The directors shall not declare and the Corporation shall not pay a
dividend if there are reasonable grounds for believing that:
(a) the Corporation is, or would after the payment be, unable to pay its
liabilities as they become due; or,
(b) the realizable value of the Corporation's assets would thereby be less
than the aggregate of its liabilities and stated capital of all
classes.
Subject to the Act, the Corporation may pay a dividend in money or
property or by issuing fully paid shares of the Corporation.
64. In case several persons are registered as the joint holders of any
securities of the Corporation, any one of such persons may give effectual
receipts for all dividends and payments on account of dividends, principal,
interest and/or redemption payments in respect of such securities.
VOTING SECURITIES IN OTHER BODIES CORPORATE
65. All securities of any other body corporate carrying voting rights held from
time to time by the Corporation may be voted at all meetings of shareholders,
bondholders, debenture holders or holders of such securities, as the case may
be, of such other body corporate and in such manner and by such person or
persons as the directors of the Corporation shall from time to time determine
and authorize by resolution. The duly authorized signing officers of the
Corporation may also from time to time execute and deliver for and on behalf of
the Corporation proxies and arrange for the issuance of voting certificates or
other evidence of the right to vote in such names
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as they may determine without the necessity of a resolution or other action by
the directors.
NOTICES, ETC.
66. SERVICE. Any notice or document required by the Act, the articles or the
by-laws to be sent to any shareholder or director of the Corporation may be
delivered personally to or sent by mail addressed to:
(a) the shareholder at his latest address as shown in the records of the
Corporation or its transfer agent; and,
(b) the director at his latest address as shown in the records of the
Corporation in the last notice filed under section l0l or l08 of the
Act.
With respect to every notice or document sent by mail it shall be
sufficient to prove that the envelope or wrapper containing the notice or
document was properly addressed and put into a post office or into a post office
letter box.
67. If the Corporation sends a notice or document to a shareholder and the
notice or document is returned on three (3) 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.
68. SHARES REGISTERED IN MORE THAN ONE NAME. All notices or documents shall,
with respect to any shares in the capital of the Corporation registered in more
than one name, be sent to whichever of such persons is named first in the
records of the Corporation and any notice or document so sent shall be
sufficient notice or delivery of such document to all the holders of such
shares.
69. PERSONS BECOMING ENTITLED BY OPERATION OF LAW. Every person who by operation
of law, transfer or by any other means whatsoever shall become entitled to any
shares in the capital of the Corporation shall be bound by every notice or
document in respect of such shares which prior to his name and address being
entered on the records of the Corporation in respect of such shares shall have
been duly sent to the person or persons from whom, directly or indirectly, he
derives his title to such shares.
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70. DECEASED SHAREHOLDER. Any notice or document sent to any shareholder in
accordance with paragraph 66 hereof shall, notwithstanding that such shareholder
be then deceased and whether or not the Corporation has notice of his decease,
be deemed to have been duly sent in respect of the shares held by such
shareholder (whether held solely or with other persons) until some other person
be entered in his stead in the records of the Corporation as the holder or one
of the holders thereof and shall be deemed to have been duly sent to his heirs,
executors, administrators and legal representatives and all persons (if any)
interested with him in such shares.
7l. SIGNATURES TO NOTICES. The signature of any director or officer of the
Corporation to any notice may be written, stamped, typewritten or printed or
partly written, stamped, typewritten or printed.
72. COMPUTATION OF TIME. Where a given number of days' notice or notice
extending over any period is required to be given under any provisions of the
articles or by-laws of the Corporation, the day the notice is sent shall be
counted in such number of days or other period and such notice shall be deemed
to have been sent on the day of personal delivery or mailing.
73. PROOF OF SERVICE. A certificate of any officer of the Corporation in office
at the time of the making of the certificate or of an agent of the Corporation
as to facts in relation to the sending of any notice or document to any
shareholder, director, officer or auditor or publication of any notice or
document shall be conclusive evidence thereof and shall be binding on every
shareholder, director, officer or auditor of the Corporation, as the case may
be.
CHEQUES, DRAFTS, NOTES, ETC.
74. All cheques, drafts or orders for the payment of money and all notes,
acceptances and bills of exchange shall be signed by such officer or officers or
other person or persons, whether or not officers of the Corporation, and in such
manner as the directors may from time to time designate by resolution.
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CUSTODY OF SECURITIES
75. All securities (including warrants) owned by the Corporation shall be lodged
(in the name of the Corporation) with a chartered bank or trust company or in a
safety deposit box, or if so authorized by resolution of the directors, with
such other depositories or in such other manner as may be determined from time
to time by the directors.
All securities (including warrants) belonging to the Corporation may be
issued and held in the name of a nominee or nominees of the Corporation (and if
issued or held in the names of more than one nominee shall be held in the names
of the nominees jointly with right of survivorship) and shall be endorsed in
blank with endorsement guaranteed in order to enable transfer thereof to be
completed and registration thereof to be effected.
EXECUTION OF CONTRACTS, ETC.
76. Contracts, documents or instruments in writing requiring the signature of
the Corporation may be signed by any one (1) director or officer and all
contracts, documents or instruments in writing so signed shall be binding upon
the Corporation without any further authorization or formality. The directors
are authorized from time to time by resolution to appoint any officer or
officers or any other person or persons on behalf of the Corporation either to
sign contracts, documents or instruments in writing generally or to sign
specific contracts, documents or instruments in writing.
The corporate seal of the Corporation may, when required, be affixed by
either one of the President or the Secretary, to contracts, documents or
instruments in writing signed by either one as aforesaid or by an officer or
officers, person or persons appointed as aforesaid by resolution of the board of
directors.
The term "contracts, documents or instruments in writing" as used in
this by-law shall include deeds, mortgages, hypothecs, charges, conveyances,
transfers and assignments of property, real or personal, immovable or movable,
agreements, releases, receipts and discharges for the payment of money or other
obligations, conveyances, transfers and assignments of securities and all paper
writings.
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In particular, without limiting the generality of the foregoing, any
one (1) director or officer, are authorized to sell, assign, transfer, exchange,
confer or convey all securities owned by or registered in the name of the
Corporation and to sign and execute (under the seal of the Corporation or
otherwise) all assignments, transfers, conveyances, powers of attorney and other
instruments that may be necessary for the purpose of selling, assigning,
transferring, exchanging, converting or conveying any such securities.
The signature or signatures of any officer or director of the
Corporation and/or of any other officer or officers, person or persons appointed
as aforesaid by resolution of the directors may, if specifically authorized by
resolution of the directors, be printed, engraved, lithographed or otherwise
mechanically reproduced upon all contracts, documents or instruments in writing
or bonds, debentures or other securities of the Corporation executed or issued
by or on behalf of the Corporation and all contracts, documents or instruments
in writing or securities of the Corporation on which the signature or signatures
of any of the foregoing officers, directors or persons shall be so reproduced,
by authorization by resolution of the directors, shall be deemed to have been
manually signed by such officers, directors or persons whose signature or
signatures is or are so reproduced and shall be as valid to all intents and
purposes as if they had been signed manually and notwithstanding that the
officers, directors or persons whose signature or signatures is or are so
reproduced may have ceased to hold office at the date of the delivery or issue
of such contracts, documents or instruments in writing or securities of the
Corporation.
FISCAL PERIOD
77. The fiscal period of the Corporation shall terminate on such day in each
year as the board of directors may from time to time by resolution determine.
ENACTED by the Board the ______day of _______________, 19___ and
confirmed by the Shareholders in accordance with the Business Corporations Act,
this ____ day of _____________, 19___.
PRESIDENT:_________________________
SECRETARY:_________________________
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BY-LAW NO. 2
A by-law respecting the borrowing of money, the issuing of securities
and the securing of liabilities by 689936 ALBERTA LTD. (hereinafter called the
"Corporation").
IT IS HEREBY ENACTED as a by-law of the Corporation as follows:
1. Without limiting the borrowing powers of the Corporation as set forth in The
Business Corporations Act, the Board may from time to time:
(a) borrow money upon the credit of the Corporation;
(b) re-issue, sell or pledge debt obligations of the Corporation;
(c) subject to Section 42 of the Business Corporations Act as amended from
time to time, give a guarantee on behalf of the Corporation to secure
performance of an obligation of any person;
(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;
(e) to provide security for any loans of the Corporation by an assignment
of
(i) accounts receivable
(ii) the proceeds of any policy of insurance owned by the Corporation
(iii) the proceeds or benefit or any contract or chose in action;
(f) sign bills, notes, contracts and other evidences of or securities for
money borrowed or to be borrowed;
(g) authorize any two officers acting jointly, provided that one is either
one of the President or Secretary and the other is any one of the
Vice-Presidents or the Treasurer of the Corporation, with or without
substitution, to execute any or all documents necessary for the above
purposes.
2. The Board may, from time to time, delegate to a Committee of the Board, to a
Director or an Officer of the Corporation or any other person as may be
designated by the Board, all or any of the powers conferred on the Board by
Paragraph l hereof or
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by The Business Corporations Act, to such extent and in such manner as the Board
shall determine at the time of such delegation.
Enacted by the Board this ____ day of __________________, 19___ and
confirmed by the Shareholders in accordance with the Business Corporations Act,
this _____ day of ___________________, A.D. 19____.
_________________________________________
President
_________________________________________
Secretary/Treasurer
30