36
EXHIBIT 3.1
CANADA NUMBER
PROVINCE OF BRITISH COLUMBIA 311140
Province of British Columbia
Ministry of Consumer and Corporate Affairs
REGISTRAR OF COMPANIES
COMPANY ACT
Certificate of Incorporation
I HEREBY CERTIFY THAT
AMULET RESOURCES CORPORATION
HAS THIS DAY BEEN INCORPORATED UNDER THE COMPANY ACT
GIVEN UNDER MY HAND AND SEAL OF OFFICE
AT VICTORIA, BRITISH COLUMBIA,
THIS 25TH DAY OF JUNE, 1986
/s/ Robert Lowdon
ROBERT J. LOWDON
DEPUTY REGISTRAR OF COMPANIES
37
ARTICLES
of
AMULET RESOURCES CORPORATION
TABLE OF CONTENTS
PART ARTICLE SUBJECT
1 INTERPRETATION
1.1. Definition
Construction of Words
1.2. Definitions same as Companies
Act
1.3. Interpretation Act Rules of
Construction apply.
2 SHARES
2.1. Member entitled to Certificate
2.2. Replacement of Lost or Defaced
Certificate
2.3. Execution of Certificates
2.4. Recognition of Trusts
3 ISSUE OF SHARES
3.1. Directors Authorized
3.2. Conditions of Allotment
3.3. Commissions and Brokerage
3.4. Conditions of Issue
4 SHARE REGISTERS
4.1. Registers of Members,
Transfers
and Allotments
4.2. Branch Registers of Members
4.3. No Closing of Register of
Members
5 TRANSFER AND
TRANSMISSION
OF SHARES
5.1. Transfer of Shares
5.2. Execution of Instrument of
Transfer
5.3. Enquiry as to Title not
Required
5.4. Submission of Instruments of
Transfer
5.5. Transfer Fee
38
5.6. Personal Representative
Recognized
on Death
5.7. Death or Bankruptcy
5.8. Persons in Representative
Capacity
6 ALTERATION OF CAPITAL
6.1. Increase of Authorized Capital
6.2. Other Capital Alterations
6.3. Creation, Variation and
Abrogation
of Special Rights and
Restrictions
6.4. Consent of Class Required
6.5. Special Rights of Conversion
6.6. Class Meetings of Members
7 PURCHASE AND
REDEMPTION OF SHARES
7.1. Company Authorized to Purchase
or
Redeem its Shares
7.2. Selection of Shares to be
Redeemed
7.3. Purchased or Redeemed Shares
Not
Voted
8 BORROWING POWERS
8.1. Powers of Directors
8.2. Special Rights Attached to and
Negotiability of Debt
Obligations
8.3 Register of Debenture holders
8.4. Execution of Debt Obligations
8.5. Register of Indebtedness
9 GENERAL MEETINGS
9.1. Annual General Meetings
9.2. Waiver of Annual General
Meeting
9.3. Classification of General
Meetings
9.4. Calling of Meetings
9.5. Advance Notice for Election of
Directors
9.6. Notice for General Meeting
39
9.7. Waiver or Reduction of Notice
9.8. Notice of Special Business at
General Meeting
10 PROCEEDINGS AT
GENERAL MEETINGS
10.1. Special Business
10.2. Requirement of Quorum
10.3. Quorum
10.4. Lack of Quorum
10.5. Chairman
10.6. Alternate Chairman
10.7. Adjournments
10.8. Resolutions Need Not Be
Seconded
10.9. Decisions by Show of Hands or
Poll
10.10. Casting Vote
10.11. Manner of Taking Poll
10.12. Retention of Ballots Cast on a
Poll
10.13. Casting of Votes
10.14. Ordinary Resolution Sufficient
11 VOTES OF MEMBERS
11.1. Number of Votes Per Share or
Member
11.2. Votes of Persons in
Representative
Capacity
11.3. Representative of a Corporate
Member
11.4. Votes by Joint Holders
11.5. Votes by Committee for a
Member
11.6. Appointment of Proxy holders
11.7. Execution of Form of Proxy
11.8. Deposit of Proxy
11.9. Form of Proxy
11.10. Validity of Proxy Vote
11.11. Revocation of Proxy
12 DIRECTORS
12.1. Number of Directors
12.2. Remuneration and Expenses of
Directors
12.3. Qualification of Directors
40
13 ELECTION AND REMOVAL
OF DIRECTORS
13.1. Election at Annual General
Meetings
13.2. Eligibility of Retiring
Director
13.3. Continuance of Directors
13.4. Election of Less than Required
Number of Directors
13.5. Filling a Casual Vacancy
13.6. Additional Directors
13.7. Alternate Directors
13.8. Termination of Directorship
13.9. Removal of Directors
14 POWERS AND DUTIES
OF DIRECTORS
14.1. Management of Affairs and
Business
14.2. Appointment of Attorney
15 DISCLOSURE OF INTEREST
OF DIRECTORS
15.1. Disclosure of Conflicting
Interest
15.2. Voting and Quorum re Proposed
Contract
15.3. Director May Hold Office or
Place
of Profit with Company
15.4. Director Acting in
Professional
Capacity
15.5. Director Receiving
Remuneration from Other
Interests
16 PROCEEDINGS OF
DIRECTORS
16.1. Chairman and Alternate
16.2. Meetings - Procedure
16.3. Meetings by Conference
Telephone
16.4. Notice of Meeting
16.5. Waiver of Notice of Meetings
16.6. Quorum
41
16.7. Continuing Directors may Act
During Vacancy
16.8. Validity of Acts of Directors
16.9. Resolution in Writing
Effective
17 EXECUTIVE AND OTHER
COMMITTEES
17.1. Appointment of Executive
Committee
17.2. Appointment of Committees
17.3. Procedure at Meetings
18 OFFICERS
18.1 President and Secretary
Required
18.2. Persons Holding More Than One
Office and Remuneration
18.3. Disclosure of Conflicting
Interest
19 INDEMNITY AND PROTECTION
OF DIRECTORS, OFFICERS
AND EMPLOYEES
19.1. Indemnification of Directors
19.2. Indemnification of Officers,
Employees, Agents
19.3. Indemnification not
invalidated
by non-compliance
19.4. Company May Purchase Insurance
20 DIVIDENDS AND RESERVES
20.1. Declaration of Dividends
20.2. Declared Dividend Date
20.3. Proportionate to Number of
Shares Held
20.4. Reserves
20.5. Receipts from Joint Holders
20.6. No Interest on Dividends
20.7. Payment of Dividends
20.8. Capitalization of
Undistributed
Surplus
42
21 DOCUMENTS, RECORDS
AND REPORTS
21.1. Documents to be Kept
21.2. Accounts to be Kept
21.3. Inspection of Accounts
21.4. Financial Statements and
Reports
for General Meeting
21.5. Financial Statements and
Reports
for Members
22 NOTICES
22.1. Method of Giving Notice
22.2. Notice to Joint Holder
22.3. Notice to Personal
Representative
22.4. Persons to Receive Notice
23 RECORD DATES
23.1. Record Date
23.2. No Closure of Register of
Members
24 SEAL
24.1. Affixation of Seal to
Documents
24.2. Reproduction of Seal
24.3. Official Seal for Other
Jurisdictions
25 MECHANICAL REPRODUCTION
OF SIGNATURES
25.1. Instruments May Be
Mechanically
Signed
25.2. Definition of Instruments
26 PROHIBITIONS
26.1. Number of Members and No
Securities to be Offered to
the Public
26.2. Restriction on Transfer of
Shares
43
PROVINCE OF BRITISH COLUMBIA
COMPANY ACT
ARTICLES
of
AMULET RESOURCES CORPORATION
PART I
INTERPRETATION
1.1 In these Articles, unless there is something in the
subject or context inconsistent therewith:
"Board" and "the Directors" or "the directors" mean the
Directors or sole Director of the Company for the time
being.
"Companies Act" means the Company Act, R.S.B.C.1979, chapter
59 and includes the Companies Act, S.B.C. 1973, chapter 103,
as amended.
"month" means calendar month.
"registered owner" or "registered holder" when used with
respect to a share in the authorized capital of the Company
means the person registered in the register of members in
respect of such share.
Expressions referring to writing shall be construed as
including references to printing, lithography, typewriting,
photography and other modes of representing or reproducing words
in a visible form.
Words importing the singular include the plural and
vice versa; and words importing male persons include female
persons and words importing persons shall include corporations.
1.2. The meaning of any words or phrases defined in the
Companies Act shall, if not inconsistent with the subject or
context, bear the same meaning in these Articles.
1. 3. The Rules of Construction contained in the
Interpretation Act shall apply, mutatis mutandis, to the
interpretation of these Articles.
44
PART 2
SHARES AND SHARE CERTIFICATES
2.1. Every member is entitled, without charge, to one
certificate representing the share or shares of each class held
by him; provided that, in respect of a share or shares held
jointly by several persons, the Company shall not be bound to
issue more than one certificate, and delivery of a certificate
for a share to one of several joint registered holders or to his
duly authorized agent shall be sufficient delivery to all; and
provided further that the Company shall not be bound to issue
certificates representing redeemable shares, if such shares are
to be redeemed within one month of the date on which they were
allotted. Any share certificate may be sent through the mail by
registered prepaid mail to the member entitled thereto, and
neither the Company nor any transfer agent shall be liable for
any loss occasioned to the member owing to any such share
certificate so sent being lost in the mail or stolen.
2.2. If a share certificate
(i) is worn out or defaced, the Directors shall, upon
production to them of the said certificate and upon such
other terms, if any, as they may think fit it, order the
said certificate to be cancelled and shall issue a new
certificate in lieu thereof;
(ii) is lost, stolen or destroyed, then, upon proof thereof
to the satisfaction of the Directors and upon such
indemnity, if any, as the Directors deem adequate being
given, a new share certificate in lieu thereof shall be
issued to the person entitled to such lost, stolen or
destroyed certificate; or
(iii) represents more than one share and the registered
owner thereof surrenders it to the Company with a written
request that the Company issue in his name two or more
certificates each representing a specified number of shares
and in the aggregate representing the same number of shares
as the certificate so surrendered, the Company shall cancel
the certificate so surrendered and issue in lieu thereof
certificates in accordance with such request.
45
Such sum, not exceeding one dollar, as the Directors may from
time to time fix, shall be paid to the Company for each
certificate to be issued under this Article.
2.3. Every share certificate shall be signed manually by at
least one officer or Director of the Company, or by or on behalf
of a registrar, branch registrar, transfer agent or branch
transfer agent of the Company and any additional signatures may
be printed, lithographed, engraved or otherwise mechanically
reproduced in accordance with these Articles.
2.4. Except as required by law, statute or these Articles,
no person shall be recognized by the Company as holding any share
upon any trust; and the Company shall not be bound by or
compelled in any way to recognize (even when having notice
thereof) any equitable, contingent, future or partial interest in
any share or in any fractional part of a share or (except only as
by law, statute or these Articles provided or as ordered by a
court of competent jurisdiction) any other rights in respect of
any share except an absolute right to the entirety thereof in its
registered holder.
PART 3
ISSUE OF SHARES
3.1. Subject to Article 3.2 and to any direction to the
contrary contained in a resolution passed at a general meeting
authorizing any increase or alteration of capital, the shares
shall be under the control of the Directors who may, subject to
the rights of the holders of the shares of the Company for the
time being issued, issue, allot, sell or otherwise dispose of,
and/or grant options on or otherwise deal in, shares authorized
but not outstanding at such times, to such persons (including
Directors), in such manner, upon such terms and conditions, and
at such price or for such consideration, as they, in their
absolute discretion, may determine.
3.2. If the Company is, or becomes, a company which is not a
reporting company and the Directors are required by the Companies
Act before allotting any shares to offer them pro rata to the
members, the Directors shall, before allotting any shares, comply
with the applicable provisions of the Companies Act.
46
3.3. Subject to the provisions of the Companies Act, the
Company, or the Directors on behalf of the Company, may pay a
commission or allow a discount to any person in consideration of
his subscribing or agreeing to subscribe, whether absolutely or
conditionally, for any shares in the Company, or procuring or
agreeing to procure subscriptions, whether absolutely or
conditionally, for any such shares, provided that, if the Company
is not a specially limited company, the rate of the commission
and discount shall not in the aggregate exceed 25 per centum of
the amount of the subscription price of such shares, and if the
Company is a specially limited company, the rate of the
commission and discount shall not in the aggregate exceed 95 per
centum of the amount of the subscription price of such shares.
3.4. No share may be issued until it is fully paid and the
Company shall have received the full consideration therefor in
cash, property or past services actually performed for the
Company. The value of property or services for the purposes of
this Article shall be the value determined by the Directors by
resolution to be, in all circumstances of the transaction, the
fair market value thereof.
PART 4
SHARE REGISTERS
4.1. The Company shall keep or cause to be kept a register
of members, a register of transfers and a register of allotments
within British Columbia, all as required by the Companies Act,
and may combine one or more of such registers. If the Company's
capital shall consist of more than one class of shares, a
separate register of members, register of transfers and register
of allotments may be kept in respect of each class of shares. The
Directors on behalf of the Company may appoint a trust company to
keep the register of members, register of transfers and register
of allotments or, if there is more than one class of shares, the
Directors may appoint a trust company, which need not be the same
trust company, to keep the register of members, the register of
transfers and the register of allotments for each class of
shares. The Directors on behalf of the Company may also appoint
one or more trust companies, including the trust company which
keeps the said registers of its shares or of a class thereof, as
transfer agent for its shares or such class thereof, as the case
47
may be, and the same or another trust company or companies as
registrar for its shares or such class thereof, as the case may
be. The Directors may terminate the appointment of any such trust
company at any time and may appoint another trust company in its
place.
4.2. Unless prohibited by the Companies Act, the
Company may keep or cause to be kept one or more branch registers
of members at such place or places as the Directors may from time
to time determine.
4.3. The Company shall not at any time close its register of
members.
PART 5
TRANSFER AND TRANSMISSION OF SHARES
5.1. Subject to the provisions of the Memorandum and of
these Articles that may be applicable, any member may transfer
any of his shares by instrument in writing executed by or on
behalf of such member and delivered to the Company or its
transfer agent. The instrument of transfer of any share of the
Company shall be in the form, if any, on the back of the
Company's share certificates or in such other form as the
Directors may from time to time approve. Except to the extent
that the Companies Act may otherwise provide, the transferor
shall be deemed to remain the holder of the shares until the name
of the transferee is entered in the register of members or a
branch register of members in respect thereof.
5.2. The signature of the registered owner of any shares, or
of his duly authorized attorney, upon an authorized instrument of
transfer shall constitute a complete and sufficient authority to
the Company, its directors, officers and agents to register, in
the name of the transferee as named in the instrument of
transfer, the number of shares specified therein or, if no number
is specified, all the shares of the registered owner represented
by share certificates deposited with the instrument of transfer.
If no transferee is named in the instrument of transfer, the
instrument of transfer shall constitute a complete and sufficient
authority to the Company, its directors, officers and agents to
register, in the name of the person in whose behalf any
48
certificate for the shares to be transferred is deposited with
the Company for the purpose of having the transfer registered,
the number of shares specified in the instrument of transfer or,
if no number is specified, all the shares represented by all
share certificates deposited with the instrument of transfer.
5.3. Neither the Company nor any Director, officer or agent
thereof shall be bound to inquire into the title of the person
named in the form of transfer as transferee, or, if no person is
named therein as transferee, of the person on whose behalf the
certificate is deposited with the Company for the purpose of
having the transfer registered or be liable to any claim by such
registered owner or by any intermediate owner or holder of the
certificate or of any of the shares represented thereby or any
interest therein for registering the transfer, and the transfer,
when registered, shall confer upon the person in whose name the
shares have been registered a valid title to such shares.
5.4. Every instrument of transfer shall be
executed by the transferor and left at the registered office of
the Company or at-the office of its transfer agent or registrar
for registration together with the share certificate for the
shares to be transferred and such other evidence, if any, as the
Directors or the transfer agent or registrar may require to prove
the title of the transferor or his right to transfer the shares
and the right of the transferee to have the transfer registered.
All instruments of transfer where the transfer is registered
shall be retained by the Company or its transfer agent or
registrar and any instrument of transfer, where the transfer is
not registered, shall be returned to the person depositing the
same together with the share certificate which accompanied the
same when tendered for registration.
5.5 There shall be paid to the Company in respect
of the registration of any transfer such sum, if any, as the
Directors may from time to time determine.
5.6. In the case of the death of a member, the
survivor or survivors where the deceased was a joint registered
holder, and the legal personal representative of the deceased
where he was the sole holder, shall be the only persons
recognized by the Company as having any title to his interest in
the shares.
49
Before recognizing any legal personal representative the
Directors may require him to obtain a grant of probate or letters
of administration in British Columbia.
5.7. Upon the death or bankruptcy of a member, his personal
representative or trustee in bankruptcy, although not a member,
shall have the same rights, privileges and obligations that
attach to the shares formerly held by the deceased or bankrupt
member if the documents required by the Companies Act shall have
been deposited at the Company's registered office.
5.8. Any person becoming entitled to a share in consequence
of the death or bankruptcy of a member shall, upon such documents
and evidence being produced to the Company as the Companies Act
requires or who becomes entitled to a share as a result of an
order of a Court of competent jurisdiction or a statute has the
right either to be registered as a member in his representative
capacity in respect of such share, or, if he is a personal
representative, instead of being registered himself, to make such
transfer of the share as the deceased or bankrupt person could
have made; but the Directors shall, as regards a transfer by a
personal representative or trustee in bankruptcy, have the same
right, if any, to decline or suspend registration of a transferee
as they would have in the case of a transfer of a share by the
deceased or bankrupt person before the death or bankruptcy.
PART 6
ALTERATION OF CAPITAL
6.1. The Company may by ordinary resolution filed with the
Registrar amend its Memorandum to increase the authorized capital
of the Company by:
(i) creating shares with par value or shares without par
value, or both;
(ii) increasing the number of shares with par value or
shares without par value, or both; or
(iii) increasing the par value of a class of shares with par
value, if no shares of that class are issued.
50
6.2. The Company may by special resolution alter its
Memorandum to subdivide, consolidate. change from shares with par
value to shares without par value, or from shares without par
value to shares with par value, or change the designation of, all
or any of its shares but only to such extent, in such manner and
with such consents of members holding a class of shares which is
the subject of or affected by such alteration, as the Companies
Act provides.
6.3. The Company may alter its Memorandum or these Articles
(i) by special resolution, to create, define and attach
special rights or restrictions to any shares, and
(ii) by special resolution and by otherwise complying with
any applicable provision of its Memorandum or these
Articles, to vary or abrogate any special rights and
restrictions attached to any shares
and in each case by filing a certified copy of such resolution
with the Registrar but no right or special right attached to any
issued shares shall be prejudiced or interfered with unless all
members holding shares of each class whose right or special right
is so prejudiced or interfered with consent thereto in writing,
or unless a resolution consenting thereto is passed at a separate
class meeting of the holders of the shares of each such class by
a majority of three-fourths, or such greater majority as may be
specified by the special rights attached to the class of shares,
of the issued shares of such class.
6.4. Notwithstanding such consent in writing or such
resolution, no such alteration shall be valid as to any part of
the issued shares of any class unless the holders of the rest of
the issued shares of such class either all consent thereto in
writing or consent thereto by a resolution passed by the votes of
members holding three-fourths of the rest of such shares.
6.5. If the Company is or becomes a reporting company, no
resolution to create, vary or abrogate any special right of
conversion attaching to any class of shares shall be submitted to
any meeting of members unless, if so required by the Companies
Act, the British Columbia Superintendent of Brokers shall have
consented to the resolution.
51
6.6. Unless these Articles otherwise provide, the provisions
of these Articles relating to general meetings shall apply, with
the necessary changes and so far as they are applicable, to a
class meeting of members holding a particular class of shares but
the quorum at a class meeting shall be one person holding or
representing by proxy one-third of the shares affected.
PART 7
PURCHASE AND REDEMPTION OF SHARES
7.1. Subject to the special rights and restrictions attached
to any class of shares, the Company may, by a resolution of the
Directors and in compliance with the Companies Act, purchase any
of its shares at the price and upon the terms specified in such
resolution or redeem any class of its shares in accordance with
the special rights and restrictions attaching thereto.
No such purchase or redemption shall be made if the Company
is insolvent at the time of the proposed purchase or redemption
or if the proposed purchase or redemption would render the
Company insolvent. Unless the shares are to be purchased through
a stock exchange or the Company is purchasing the shares from a
bona fide employee or a bona fide former employee of the Company
or of an affiliate of the Company or his personal representative
or the Company is purchasing the shares from dissenting members
pursuant to the requirements of the Company Act, the Company
shall make its offer to purchase pro rata to every member who
holds shares of the class or kind, as the case may be, to be
purchased.
7.2. If the Company proposes at its option to redeem some
but not all of the shares of any class, the Directors may,
Subject to the special rights and restrictions attached to such
class of shares, decide the manner in which the shares to be
redeemed shall be selected.
7.3. Subject to the provisions of the Companies Act, any
shares purchased or redeemed by the Company may be sold or issued
by it, but, while such shares are held by the Company, it shall
not exercise any vote in respect of these shares and no dividend
shall be paid thereon.
52
PART 8
BORROWING POWERS
8.1. The Directors may from time to time on behalf of the
Company
(i) borrow money in such manner and amount, on such
security, from such sources and upon such terms and
conditions as they think fit,
(ii) issue bonds, debentures and other debt obligations
either outright or as security for any liability or
obligation of the Company or any other person, and
(iii) mortgage, charge, whether by way of specific or
floating charge, or give other security on the undertaking,
or on the whole or any part of the property and assets, of
the Company (both present and future).
8.2. Any bonds, debentures or other debt obligations of the
Company may be issued at a discount, premium or otherwise, and
with any special privileges as to redemption, surrender, drawing,
allotment of or conversion into or exchange for shares or other
securities, attending and voting at general meetings of the
Company, appointment of Directors or otherwise and may by their
terms be assignable free from any equities between the Company
and the person to whom they were issued or any subsequent holder
thereof, all as the Directors may determine.
8.3. The Company shall keep or cause to be kept within the
Province of British Columbia in accordance with the Companies Act
a register of its debentures and a register of debenture holders,
which registers may be combined, and, subject to the provisions
of the Companies Act, may keep or cause to be kept one or more
branch registers of its debenture holders at such place or places
as the Directors may from time to time determine and the
Directors may by resolution, regulation or otherwise make such
provisions as they think fit respecting the keeping of such
branch registers.
53
8.4. Every bond, debenture or other debt obligation of the
Company shall be signed manually by at least one Director or
officer of the Company or by or on behalf of a trustee,
registrar, branch registrar, transfer agent or branch transfer
agent for the bond, debenture or other debt obligation appointed
by the Company or under any instrument under which the bond,
debenture or other debt obligation is issued and any additional
signatures may be printed or otherwise mechanically reproduced
thereon and, in such event, a bond, debenture or other debt
obligation so signed is as valid as if signed manually
notwithstanding that any person whose signature is so printed or
mechanically reproduced shall have ceased to hold the office that
he is stated on such bond, debenture or other debt obligation to
hold at the date of the issue thereof.
8.5. The Company shall keep or cause to be kept a register
of its indebtedness to every Director or officer of the Company
or an associate of any of them in accordance with the provisions
of the Companies Act.
PART 9
GENERAL MEETINGS
9.1. Subject to any extensions of time permitted pursuant to
the Companies Act, the first annual general meeting of the
Company shall be held within fifteen months from the date of
incorporation and thereafter an annual general meeting shall be
held once in every calendar year at such time (not being more
than thirteen months after the holding of the last preceding
annual general meeting) and place as may be determined by the
Directors.
9.2. If the Company is, or becomes, a company which is not a
reporting company and all the members entitled to attend and vote
at an annual general meeting consent in writing to all the
business which is required or desired to be transacted at the
meeting, the meeting need not be held.
9.3. All general meetings other than annual general meetings
are herein referred to as and may be called extraordinary general
meetings.
54
9.4. The Directors may, whenever they think fit, convene an
extraordinary general meeting. An extraordinary general meeting,
if requisitioned in accordance with the Companies Act, shall be
convened by the Directors or, if not convened by the Directors,
may be convened by the requisitionists as provided in the
Companies Act.
9.5. If the Company is or becomes a reporting company,
advance notice of any general meeting at which Directors are to
be elected shall be published in the manner required by the
Companies Act.
9.6. A notice convening a general meeting specifying the
place, the day, and the hour of the meeting, and, in case of
special business, the general nature of that business, shall be
given as provided in the Companies Act and in the manner
hereinafter in these Articles mentioned, or in such other manner
(if any) as may be prescribed by ordinary resolution, whether
previous notice thereof has been given or not, to such persons as
are entitled by law or under these Articles to receive such
notice from the Company. Accidental omission to give notice of a
meeting to, or the non-receipt of notice of a meeting, by any
member shall not invalidate the proceedings at that meeting.
9.7. All the members of the Company entitled to attend and
vote at a general meeting may, by unanimous consent in writing
given before, during or after the meeting, or if they are present
at the meeting by a unanimous vote, waive or reduce the period of
notice of such meeting and an entry in the minute book of such
waiver or reduction shall be sufficient evidence of the due
convening of the meeting.
9.8. Except as otherwise provided by the Companies Act,
where any special business at a general meeting includes
considering, approving, ratifying, adopting or authorizing any
document or the execution thereof or the giving of effect
thereto, the notice convening the meeting shall, with respect to
such document, be sufficient if it-states that a copy of the
document or proposed document is or will be available for
inspection by members at the registered office or records office
of the Company or at some other place in British Columbia
designated in the notice during usual business hours up to the
date of such general meeting.
55
PART 10
PROCEEDINGS AT GENERAL MEETINGS
10.1. All business shall be deemed special business which is
transacted at
(i) an extraordinary general meeting other than the conduct
of and voting at, such meeting; and
(ii) an annual general meeting, with the exception of the
conduct of and voting at, such meeting, the consideration of
the financial statement and of the respective reports of the
Directors and Auditor, fixing or changing the number of
directors, approval of a motion to elect two or more
directors by a single resolution, the election of Directors,
the appointment of the Auditor, the fixing of the
remuneration of the Auditor and such other business as by
these Articles or the Companies Act may be transacted at a
general meeting without prior notice thereof being given to
the members or any business which is brought under
consideration by the report of the Directors.
10.2. No business, other than election of the chairman or
the adjournment of the meeting, shall be transacted at any
general meeting unless a quorum of members, entitled to attend
and vote, is present at the commencement of the meeting, but the
quorum need not be present throughout the meeting.
10.3. Save as herein otherwise provided, a quorum shall be
two persons present and being, or representing by proxy, members
holding not less than one-twentieth of the issued shares entitled
to be voted at the meeting. If there is only one member the
quorum is one person present and being, or representing by proxy,
such member. The Directors, the Secretary or, in his absence, an
Assistant Secretary, and the solicitor of the Company shall be
entitled to attend at any general meeting but no such person
shall be counted in the quorum or be entitled to vote at any
general meeting unless he shall be a member or proxy holder
entitled to vote thereat.
56
10.4. If within half an hour from the time appointed for a
general meeting a quorum is not present, the meeting, if convened
upon the requisition of members, shall be dissolved. In any other
case it shall stand adjourned to the same day in the next week,
at the same time and place, and, if at the adjourned meeting a
quorum is not present within half an hour from the time appointed
for the meeting, the person or persons present and being, or
representing by proxy, a member or members entitled to attend and
vote at the meeting shall be a quorum.
10.5. The Chairman of the Board, if any, or in his absence
the President of the Company or in his absence a Vice President
of the Company, if any, shall be entitled to preside as chairman
at every general meeting of the Company.
10.6. If at any general meeting neither the Chairman of the
Board nor President nor a Vice-President is present within
fifteen minutes after the time appointed for holding the meeting
or is willing to act as chairman, the Directors present shall
choose some one of their number to be chairman or if all the
Directors present decline to take the chair or shall fail to so
choose or if no Director be present, the members present shall
choose some other person in attendance, who need not be a member,
to be chairman.
10.7. The chairman may and shall, if so directed by the
meeting, adjourn the meeting from time to time and from place to
place, but no business shall be transacted at any adjourned
meeting other than the business left unfinished at the meeting
from which the adjournment took place. When a meeting is
adjourned for thirty days or more, notice, but not advance
notice, of the adjourned meeting shall be given as in the case of
an original meeting. Save as aforesaid, it shall not be necessary
to give any notice of an adjourned meeting or of the business to
be transacted at an adjourned meeting.
10.8. No motion proposed at a general meeting need be
seconded and the chairman may propose or second a motion.
10.9. Subject to the provisions of the Companies Act, at any
general meeting a resolution put to the vote of the meeting shall
be decided on a show of hands, unless (before or on the
declaration of the result of the show of hands) a poll is
57
directed by the chairman or demanded by at least one member
entitled to vote who is present in person or by proxy. The
chairman shall declare to the meeting the decision on every
question in accordance with the result of the show of hands or
the poll, and such decision shall be entered in the book of
proceedings of the Company. A declaration by the chairman that a
resolution has been carried, or carried unanimously, or by a
particular majority, or lost or not carried by a particular
majority and an entry to that effect in the book of the
proceedings of the Company shall be conclusive evidence of the
fact, without proof of the number or proportion of the votes
recorded in favour of, or against, that resolution.
10.10. In the case of an equality of votes, whether on a
show of hands or on a poll, the chairman of the meeting at which
the show of hands takes place or at which the poll is demanded
shall not be entitled to a casting vote in addition to the vote
or votes to which he may be entitled as a member or proxy holder.
10.11. No poll may be demanded on the election of
a chairman. A poll demanded on a question of adjournment shall
be taken forthwith. A poll demanded on any other question shall
be taken as soon as, in the opinion of the chairman, is
reasonably convenient, but in no event later than seven days
after the meeting and at such time and place and in such manner
as the chairman of the meeting directs. The result of the poll
shall be deemed to be the resolution of and passed at the meeting
at which the poll was demanded. Any business other than that
upon which the poll has been demanded may be proceeded with
pending the taking of the poll. A demand for a poll may be
withdrawn. In any dispute as to the admission or rejection 3
of a vote the decision of the chairman made in good faith shall
be final and conclusive.
10.12. Every ballot cast upon a poll and every proxy
appointing a proxy holder who casts a ballot upon a poll shall
be retained by the Secretary for such period and be subject
to such inspection as the Companies Act may provide.
10.13. On a poll a person entitled to cast more than
one vote need not, if he votes, use all his votes or cast all
the votes he uses in the same way.
58
10.14. Unless the Companies Act, the Memorandum or
these Articles otherwise provide, any action to be taken by a I
resolution of the members may be taken by an ordinary resolution.
PART 11
VOTES OF MEMBERS
11.1. Subject to any special voting rights or restrictions
attached to any class of shares and the restrictions on joint
registered holders of shares, on a show of hands every member who
is present in person and entitled to vote thereat shall have one
vote and on a poll every member shall have one vote for each
share of which he is the registered holder and may exercise such
vote either in person or by proxy holder.
11.2. Any person who is not registered as a member but is
entitled to vote at any general meeting in respect of share, may
vote the share in the same manner as if he were member; but,
unless the Directors have previously admitted his right to vote
at that meeting in respect of the share, he shall satisfy the
Directors of his right to vote the share before the time for
holding the meeting, or adjourned meetings as the case may be, at
which he proposes to vote.
11.3. Any corporation not being a subsidiary which
is a member of the Company may by resolution of its directors or
other governing body authorize such person as it thinks fit to
act as its representative at any general meeting or class
meeting. The person so authorized shall be entitled to exercise
in respect of and at such meeting the same powers on behalf of
the corporation which he represents as that corporation could
exercise if it were an individual member of the Company
personally present, including, without limitation, the right,
unless restricted by such resolution, to appoint a proxy holder
to represent such corporation, and shall be counted for the
purpose of forming a quorum if present at the meeting. Evidence
of the appointment of any such representative may be sent to the
Company by written instrument, telegram, telex or any method of
transmitting legibly recorded messages. Notwithstanding the
foregoing, a corporation being a member may appoint a proxy
holder.
59
11.4. In the case of joint registered holders of a share the
vote of the senior who exercises a vote, whether in person or by
proxy holder, shall be accepted to the exclusion of the votes of
the other joint registered holders; and for this purpose
seniority shall be determined by the order in which the names
stand in the register of members. Several legal personal
representatives of a deceased member whose shares are registered
in his sole name shall for the purpose of this Article be deemed
joint registered holders.
11.5. A member of unsound mind entitled to attend and vote,
in respect of whom an order has been made by any court having
jurisdiction, may vote, whether on a show of hands or on a poll,
by his committee, curator bonis, or other person in the nature of
a committee or curator bonis appointed by that court, and any
such committee, curator bonis, or other person may appoint a
proxy holder.
11.6. A member holding more than one share in respect of
which he is entitled to vote shall be entitled to appoint one or
more (but not more than five) proxy holders to attend, act and
vote for him on the same occasion. If such a member should
appoint more than one proxy holder for the same occasion he shall
specify the number of shares each proxy holder shall be entitled
to vote. A member may also appoint one or more alternate proxy
holders to act in the place and stead of an absent proxy holder.
11.7. A form of proxy shall be in writing under- the hand of
the appointor or of his attorney duly authorized in writing, or,
if the appointor is a corporation, either under the seal of the
corporation or under the hand of a duly authorized officer or
attorney. A proxy holder need not be a member of the Company.
11.8. A form of proxy and the power of attorney or other
authority, if any, under which it is signed or a notarially
certified copy thereof shall be deposited at the registered
office of the Company or at such other place as is specified for
that purpose in the notice convening the meeting, not less than
48 hours (excluding Saturdays, Sundays and holidays) before the
time for holding the meeting in respect of which the person named
in the instrument is appointed. In addition to any other method
of depositing proxies provided for in these Articles, the
Directors may from time to time by resolution make regulations
60
relating to the depositing of proxies at any place or places and
fixing the time or times for depositing the proxies not exceeding
48 hours (excluding Saturdays, Sundays and holidays) preceding
the meeting or adjourned meeting specified in the notice calling
a meeting of members and providing for particulars of such
proxies to be sent to the Company or any agent of the Company in
writing or by letter, telegram, telex or any method of
transmitting legibly recorded messages so as to arrive before the
commencement of the meeting or adjourned meeting at the office of
the Company or of any agent of the Company appointed for the
purpose of receiving such particulars and providing that proxies
so deposited may be acted upon as though the proxies themselves
were deposited as required by this Part and votes given in
accordance with such regulations shall be valid and shall be
counted.
11.9. Unless the Companies Act or any other statute or law
which is applicable to the Company or to any class of its shares
requires any other form of proxy, a proxy, whether for a
specified meeting or otherwise, shall be in the form following,
but may also be in any other form that the Directors or the
chairman of the meeting shall approve:
(Name of Company)
The undersigned, being a member of the above named Company,
hereby appoints or failing him as proxy holder for the
undersigned to attend, act and vote for and on behalf of the
undersigned at the general meeting of the Company to be held on
the day of and at any adjournment thereof.
Signed this day of 19 (Signature of member).
11.10. A vote given in accordance with the terms of a proxy
is valid notwithstanding the previous death or incapacity of the
member giving the proxy or the revocation of the proxy or of the
authority under which the form of proxy was executed or the
transfer of the share in respect of which the proxy is given,
provided that no notification in writing of such death,
incapacity, revocation or transfer shall have been received at
the registered office of the Company or by the chairman of the
meeting or adjourned meeting for which the proxy was given before
the vote is taken.
61
11.11. Every proxy may be revoked by an instrument in
writing
(i) executed by the member giving the same or by his
attorney authorized in writing or, where the member is a
corporation, by a duly authorized officer or attorney of the
corporation; and
(ii) delivered either at the registered office of the
Company at any time up to and including the last business
day preceding the day of the meeting, or any adjournment
thereof at which the proxy is to be used, or to the chairman
of the meeting on the day of the meeting or any adjournment
thereof before any vote in respect of which the proxy is to
be used shall have been taken
or in any other manner provided by law.
PART 12
DIRECTORS
12.1. The subscribers to the Memorandum of the Company are
the first Directors. The Directors to succeed the first Directors
may be appointed in writing by a majority of the subscribers to
the Memorandum or at a meeting of the subscribers, or if not so
appointed, they shall be elected by the members entitled to vote
on the election of Directors and the number of Directors shall be
the same as the number of Directors so appointed or elected. The
number of Directors, excluding additional Directors, may be fixed
or changed from time to time by ordinary resolution, whether
previous notice hereof has been given or not, but notwithstanding
anything contained in these Articles the number of Directors
shall never be less than one or, if the Company -is or becomes a
reporting company, less than three.
12.2. The remuneration of the Directors as such may from
time to time be determined by the Directors or, if the Directors
shall so decide, by the members. Such remuneration may be in
addition to any salary or other remuneration paid to any officer
or employee of the Company as such who is also a Director. The
Directors shall be repaid such reasonable traveling, hotel and
other expenses as they incur in and about the business of the
62
Company and if any Director shall perform any professional or
other services for the Company that in the opinion of the
Directors are outside the ordinary duties of a Director or shall
otherwise be specially occupied in or about the Company's
business, he may be paid a remuneration to be fixed by the Board,
or, at the option of such Director, by the Company in general
meeting, and such remuneration may be either in addition to, or
in substitution for any other remuneration that he may be
entitled to receive. The Directors on behalf of the Company,
unless otherwise determined by ordinary resolution, may pay a
gratuity or pension or allowance on retirement to any Director
who has held any salaried office or place of profit with the
Company or to his spouse or dependants and may make contributions
to any fund and pay premiums for the purchase or provision of any
such gratuity, pension or allowance.
12.3. A Director shall not be required to hold a share in
the capital of the Company as qualification for his office but
shall be qualified as required by the Companies Act, to become or
act as a Director.
PART 13
ELECTION AND REMOVAL OF DIRECTORS
13.1. At each annual general meeting of the Company all the
Directors shall retire and the members entitled to vote thereat
shall elect a Board of Directors consisting of the number of
Directors for the time being fixed pursuant to these Articles. If
the Company is, or becomes, a company that is not a reporting
company and the business to be transacted at any annual general
meeting is consented to in writing by all the members who are
entitled to attend and vote thereat such annual general meeting
shall be deemed for the purpose of this Part to have been held on
such written consent becoming effective.
13.2. A retiring Director shall be eligible for reelection.
13.3. Where the Company fails to hold an annual general
meeting in accordance with the Companies Act, the Directors
then in office shall be deemed to have been elected or appointed
as Directors on the last day on which the annual general meeting
could have been held pursuant to these Articles and they may hold
office until other Directors are appointed or elected or until
the day on which the next annual general meeting is held.
63
13.4. If at any general meeting at which there should be an
election of Directors, the places of any of the retiring
Directors are not filled by such election, such of the retiring
Directors who are not re-elected as may be requested by the
newly-elected Directors shall, if willing to do so, continue in
office to complete the number of Directors for the time being
fixed pursuant to these Articles until further new Directors are
elected at a general meeting convened for the purpose. If any
such election or continuance of Directors does not result in the
election or continuance of the number of Directors for the time
being fixed pursuant to these Articles such number shall be fixed
at the number of Directors actually elected or continued in
office.
13.5. Any casual vacancy occurring in the Board of Directors
may be filled by the remaining Directors or Director.
13.6. Between successive annual general meetings the
Directors shall have power to appoint one or more additional
Directors but not more than one-third of the number of Directors
fixed pursuant to these Articles and in effect at the last
general meeting at which Directors were elected. Any Director so
appointed shall hold office only until the next following annual
general meeting of the Company, but shall be eligible for
election at such meeting and so long as he is an additional
Director the number of Directors shall be increased accordingly.
13.7. Any Director may by instrument in writing
delivered to the Company appoint any person to be his alternate
to act in his place at meetings of the Directors at which he is
not present unless the Directors shall have reasonably
disapproved the appointment of such person as an alternate
Director and shall have given notice to that effect to the
Director appointing the alternate Director within a reasonable
time after delivery of such instrument to the Company. Every such
alternate shall be entitled to notice of meetings of the
Directors and to attend and vote as a Director at a meeting at
which the person appointing him is not personally present, and,
if he is a Director, to have a separate vote on behalf of the
Director he is representing in addition to his own vote. A
Director may at any time by instrument, telegram, telex or any
method of transmitting legibly recorded messages delivered to the
Company revoke the appointment of an alternate appointed by him.
The remuneration payable to such an alternate shall be payable
out of the remuneration of the Director appointing him.
64
13.8. The office of Director shall be vacated if the
Director:
(i) resigns his office by notice in writing delivered to the
registered office of the Company; or
(ii) is convicted of an indictable offence and the other
Directors shall have resolved to remove him; or
(iii) ceases to be qualified to act as a Director pursuant
to the Companies Act.
13.9. The Company may by special resolution remove any
Director before the expiration of his period of office, and may
by an ordinary resolution appoint another person in his stead.
PART 14
POWERS AND DUTIES OF DIRECTORS
14.1. The Directors shall manage, or supervise the
management of, the affairs and business of the Company and shall
have the authority to exercise all such powers of the Company as
are not, by the Companies Act or by the Memorandum or these
Articles, required to be exercised by the Company in general
meeting.
14.2. The Directors may from time to time by power of
attorney or other instrument under the seal, appoint any person
to be the attorney of the Company for such purposes, and with
such powers, authorities and discretions (not exceeding those
vested in or exercisable by the Directors under these Articles
and excepting the powers of the Directors relating to the
constitution of the Board and of any of its committees and the
appointment or removal of officers and the power to declare
dividends) and for such period, with such remuneration and
subject to such conditions as the Directors may think fit, and
any such appointment may be made in favour of any of the
Directors or any of the members of the Company or in favour of
any corporation, or of any of the members, directors, nominees or
managers of any corporation, firm or joint venture and any such
power of attorney may contain such provisions for the protection
65
or convenience of persons dealing with such attorney as the
Directors think fit. Any such attorney may be authorized by the
Directors to sub-delegate all or any of the powers, authorities
and discretions for the time being vested in him.
PART 15
DISCLOSURE OF INTEREST OF DIRECTORS
15.1. A Director who is, in any way, directly or
indirectly interested in an existing or proposed contract or
transaction with the Company or who holds any office or possesses
any property whereby, directly or indirectly, a duty or interest
might be created to conflict with his duty or interest as a
Director shall declare the nature and extent of his interest in
such contract or transaction or of the conflict or potential
conflict with his duty and interest as a Director, as the case
may be, in accordance with the provisions of the Companies Act.
15.2. A Director shall not vote in respect of any such
contract or transaction with the Company in which he is
interested and if he shall do so his vote shall not be counted,
but he shall be counted in the quorum present at the meeting at
which such vote is taken. Subject to the provisions of the
Companies Act, the foregoing prohibitions shall not apply to
(i) any such contract or transaction relating to a loan to
the Company, which a Director or a specified corporation or
a specified firm in which he has an interest has guaranteed
or joined in quaranteeing the repayment of the loan or any
part of the loan,
(ii) any contract or transaction made or to be made with, or
for the benefit of a holding corporation or a subsidiary
corporation of which a Director is a director;
(iii) any contract by a Director to subscribe for or
underwrite shares or debentures to be issued by the Company
or a subsidiary of the Company, or any contract, arrangement
or transaction in which a Director is, directly or
indirectly, interested if all the other Directors are also,
directly or indirectly interested in the contract,
arrangement or transaction;
66
(iv) determining the remuneration of the Directors;
(v) purchasing and maintaining insurance to cover Directors
against liability incurred by them as Directors; or
(vi) the indemnification of any Director by the Company.
These exceptions may from time to time be suspended or amended to
any extent approved by the Company in general meeting and
permitted by the Companies Act, either generally or in respect of
any particular contract or transaction or for any particular
period.
15.3. A Director may hold any office or place of profit with
the Company (other than the office of auditor of the Company) in
conjunction with his office of Director for such period and on
such terms (as to remuneration or otherwise) as the Directors may
determine and no Director or intended Director shall be
disqualified by his office from contracting with the Company
either with regard to his tenure of any such other office or
place of profit or as vendor, purchaser or otherwise, and,
subject to compliance with the provisions of the Companies Act,
no contract or transaction entered into by or on behalf of the
Company in which a Director is in any way interested shall be
liable to be voided by reason thereof.
15.4. Subject to compliance with the provisions of the
Companies Act, a Director or his firm may act in a prof
professional capacity for the Company (except as auditor of the
Company) and he or his firm shall be entitled to remuneration for
professional services as if he were not a Director.
15.5. A Director may be or become a director or other
officer or employee of, or otherwise interested in, any
corporation or firm in which the Company may be interested as a
shareholder or otherwise, and, subject to compliance with the
provisions of the Companies Act, such Director shall not be
accountable to the Company for any remuneration or other benefits
received by him as director, officer or employee of, or from his
interest in, such other corporation or firm, unless the Company
in general meeting otherwise directs.
67
PART 16
PROCEEDINGS OF DIRECTORS
16.1. The Chairman of the Board, if any, or in his absence,
the President shall preside as chairman at every meeting of the
Directors, or if there is no Chairman of the Board or neither the
Chairman of the Board nor the President is present within fifteen
minutes of the time appointed for holding the meeting or is
willing to act as chairman, or, if the Chairman of the Board, if
any, and the President have advised the Secretary that they will
not be present at the meeting, the Directors present shall choose
one of their number to be chairman of the meeting.
16.2. The Directors may meet together for the dispatch of
business, adjourn and otherwise regulate their meetings. as they
think fit. Questions arising at any meeting shall be decided by a
majority of votes. In case of an equality of votes the chairman
shall not have a second or casting vote. Meetings of the Board
held at regular intervals may be held at such place, at such time
and upon such notice (if any) as the Board may by resolution from
time to time determine.
16.3. A Director may participate in a meeting of the Board
or of any committee of the Directors by means of conference
telephones or other communications facilities by means of which
all Directors participating in the meeting can hear each other
and provided that all such Directors agree to such participation.
A Director participating in a meeting in accordance with this
Article shall be deemed to be present at the meeting and to have
so agreed and shall be counter in the quorum therefor and be
entitled to speak and vote thereat.
16.4. A Director may, and the Secretary or an Assistant
Secretary upon request of a Director shall, call a meeting of the
Board at any time. Reasonable notice of such meeting specifying
the place, day and hour of such meeting shall be given by mail,
postage prepaid, addressed to each of the Directors and alternate
Directors at his address as it appears on the books of the
Company or by leaving it at his usual business or residential
address or by telephone, telegram, telex, or any method of
transmitting legibly recorded messages. It shall not be necessary
to give notice of a meeting of Directors to any Director or
68
alternate Director (i) who is at the time not in the Province of
British Columbia or (ii) if such meeting is to be held
immediately following a general meeting at which such Director
shall have been elected or is the meeting of Directors at which
such Director is appointed.
16.5. Any Director of the Company may file with the
Secretary a document executed by him waiving notice of any past,
present or future meeting or meetings of the Directors being, or
required to have been, sent to him and may at any time withdraw
such waiver with respect to meetings held thereafter. After
filing such waiver with respect to future meetings and until such
waiver is withdrawn no notice need be given to such Director and,
unless the Director otherwise requires in writing to the
Secretary, to his alternate Director of any meeting of Directors
and all meetings of the Directors so held shall be deemed not to
be improperly called or constituted by reason of notice not
having been given to such Director or alternate Director.
16.6. The quorum necessary for the transaction of the
business of the Directors may be fixed by the Directors and if
not so fixed shall be a majority of the Directors or, if the
number of Directors is fixed at one, shall be one Director.
16.7. The continuing Directors may act notwithstanding any
vacancy in their body, but, if and so long as their number is
reduced below the number fixed pursuant to these Articles as the
necessary quorum of Directors, the continuing Directors may act
for the purpose of increasing the number of Directors to that
number, or of summoning a general meeting of the Company, but for
no other purpose.
16.8. Subject to the provisions of the Companies Act, all
acts done by any meeting of the Directors or of a committee of
Directors, or by any person acting as a Director, shall,
notwithstanding that it be afterwards discovered that there was
some defect in the qualification, election or appointment of any
such Directors or of the members of such committee or person
acting as aforesaid, or that they or any of them were
disqualified, be as valid as if every such person had been duly
elected or appointed and was qualified to be a Director.
69
16.9. A resolution consented to in writing, whether by
document, telegram, telex or any method of transmitting legibly
recorded messages or other means, by all of the Directors or
their alternates shall be as valid and effectual as if it had
been passed at a meeting of the Directors duly called and held.
Such resolution may be in two or more counterparts which together
shall be deemed to constitute one resolution in writing. Such
resolution shall be filed with the minutes of the proceedings of
the Directors and shall be effective on the date stated thereon
or on the latest date stated on any counterpart.
PART 17
EXECUTIVE AND OTHER COMMITTEES
17.1. The Directors may by resolution appoint an Executive
Committee to consist of such member or members of their body as
they think fit, which Committee shall have, and may exercise
during the intervals between the meetings of the Board, all the
powers vested in the Board except the power to fill vacancies in
the Board, the power to change the membership of, or fill
vacancies in, said Committee or any other committee of the Board
and such other powers, if any, as may be specified in the
resolution. The said Committee shall keep regular minutes of its
transactions and shall cause them to be recorded in books kept
for that purpose, and shall report the same to the Board of
Directors at such times as the Board of Directors may from time
to time require. The Board shall have the power at any time to
revoke or override the authority given to or acts done by the
Executive Committee except as to acts done before such revocation
or overriding and to terminate the appointment or change the
membership of such Committee and to fill vacancies in it. The
Executive Committee may make rules for the conduct of its
business and may appoint such assistants as it may deem
necessary. A majority of the members of said Committee shall
constitute a quorum thereof.
17.2. The Directors may by resolution appoint one or more
committees consisting of such member or members of their body as
they think fit and may delegate to any such committee between
meetings of the Board such powers of the Board (except the power
to fill vacancies in the Board and the power to change the
membership of or fill vacancies in any committee of the Board and
the power to appoint or remove officers appointed by the Board)
70
subject to such conditions as may be prescribed in such
resolution, and all committees so appointed shall keep regular
minutes of their transactions and shall cause them to be recorded
in books kept for that purpose, and shall report the same to the
Board of Directors at such times as the Board of Directors may
from time to time require. The Directors shall also have power at
any time to revoke or override any authority given to or acts to
be done by any such committees except as to acts done before such
revocation or overriding and to terminate the appointment or
change the membership of a committee and to fill vacancies in it.
Committees may make rules for the conduct of their business and
may appoint such assistants as they may deem necessary. A
majority of the members of a committee shall constitute a quorum
thereof.
17.3. The Executive Committee and any other committee may
meet and adjourn as it thinks proper. Questions arising at any
meeting shall be determined by a majority of votes of the members
of the committee present, and in case of an equality of votes the
chairman shall not have a second or casting vote. A resolution
approved in writing by all the members of the Executive Committee
or any other committee shall be as valid and effective as if it
had been passed at a meeting of such Committee duly called and
constituted.
Such resolution may be in two or more counterparts which together
shall be deemed to constitute one resolution in writing. Such
resolution shall be filed with the minutes of the proceedings of
the committee and shall be effective on the date stated thereon
or on the latest date stated in any counterpart.
PART 18
OFFICERS
18.1. The Directors shall, from time to time, appoint a
President and a Secretary and such other officers, if any, as the
Directors shall determine and the Directors may, at any time,
terminate any such appointment. No officer shall be appointed
unless he is qualified in accordance with the provisions of the
Companies Act.
71
18.2. One person may hold more than one of such offices
except that the offices of President and Secretary must be held
by different persons unless the Company has only one member. Any
person appointed as the Chairman of the Board, the President or
the Managing Director shall be a Director. The other officers
need not be Directors. The remuneration of the officers of the
Company as such and the terms and conditions of their tenure of
office or employment shall from time to time be determined by the
Directors; such remuneration may be by way of salary, fees,
wages, commission or participation in profits or 'any other means
or all of these modes and an officer may in addition to such
remuneration be entitled to receive after he ceases to hold such
office or leaves the employment of the Company a pension or
gratuity. The Directors may decide what functions and duties each
officer shall perform and may entrust to and confer upon him any
of the powers exercisable by them upon such terms and conditions
and with such restrictions as they think fit and may from time to
time revoke, withdraw, alter or vary all or any of such
functions, duties and powers. The Secretary shall, inter alia,
perform the functions of the Secretary specified in the Companies
Act.
18.3. Every officer of the Company who holds any office or
possesses any property whereby, whether directly or indirectly,
duties or interests might be created in conflict with his duties
or interests as an officer of the Company shall, in writing,
disclose to the President the fact and the nature, character and
extent of the conflict.
PART 19
INDEMNITY AND PROTECTION OF DIRECTORS, OFFICERS AND EMPLOYEES
19.1. Subject to the provisions of the Companies Act,
the Directors shall cause the Company to indemnify a Director or
former Director of the Company and the Directors may cause the
Company to indemnify a director or former director of a
corporation of which the Company is or was a shareholder and the
heirs and personal representatives of any such person against all
costs, charges and expenses, including an amount paid to settle
an action or satisfy a judgment, actually and reasonably incurred
by him or them including an amount paid to settle an action or
satisfy a judgment in a civil, criminal or administrative action
or proceeding to which he is or they are made a party by reason
72
of his being or having been a Director of the Company or a
director of such corporation, including any action brought by the
Company or any such corporation. Each Director of the Company on
being elected or appointed shall be deemed to have contracted
with the Company on the terms of the foregoing indemnity.
19.2. Subject to the provisions of the Companies Act, the
Directors may cause the Company to indemnify any officer,
employee or agent of the Company or of a corporation of which the
Company is or was a shareholder (notwithstanding that he is also
a Director) and his heirs and personal representatives against
all costs, charges and expenses whatsoever incurred by him or
them and resulting from his acting as an officer, employee or
agent of the Company or such corporation. In addition the Company
shall indemnify the Secretary or an Assistant Secretary of the
Company (if he shall not be a full time employee of the Company
and notwithstanding that he is also a Director) and his
respective heirs and legal representatives against all costs,
charges and expenses whatsoever incurred by him or them and
arising out of the functions assigned to the Secretary by the
Companies Act or these Articles and each such Secretary and
Assistant Secretary shall on being appointed be deemed to have
contracted with the Company on the terms of the foregoing
indemnity.
19.3. The failure of a Director or officer of the Company to
comply with the provisions of the Companies Act or of the
Memorandum or these Articles shall not invalidate any indemnity
to which he is entitled under this Part.
19.4. The Directors may cause the Company to purchase and
maintain insurance for the benefit of any person who is or was
serving as a Director, officer, employee or agent of the Company
or as a director, officer, employee or agent of any corporation
of which the Company is or was a shareholder and his heirs or
personal representatives against any liability incurred by him as
such Director, director, officer, employee or agent.
73
PART 20
DIVIDENDS AND RESERVE
20.1. The Directors may from time to time declare and
authorize payment of such dividends, if any, as they may deem
advisable and need not give notice of such declaration to any
member. No dividend shall be paid otherwise than out of funds
and/or assets properly available for the payment of dividends and
a declaration by the Directors as to the amount of such funds or
assets available for dividends shall be conclusive.
The Company may pay any such dividend wholly or in part by
the distribution of specific assets and in particular by paid up
shares, bonds, debentures or other securities of the Company or
any other corporation or in any one or more such ways as may be
authorized by the Company or the Directors and where any
difficulty arises with regard to such a distribution the
Directors may settle the same as they think expedient, and in
particular may fix the value for distribution of such specific
assets or any part thereof, and may determine that cash payments
in substitution for all or any part of the specific assets to
which any members are entitled shall be made to any members on
the basis of the value so fixed in order to adjust the rights of
all parties and may vest any such specific assets in trustees for
the persons entitled to the dividend as may seem expedient to the
Directors.
20.2. Any dividend declared on shares of any class by the
Directors may be made payable on such date as is fixed by the
Directors.
20.3. Subject to the rights of members (if any) holding
shares with special rights as to dividends, all dividends on
shares of any class shall be declared and paid according to the
number of such shares held.
20.4. The Directors may, before declaring any dividend, set
aside out of the funds properly available for the payment of
dividends such sums as they think proper as a reserve or
reserves, which shall, at the discretion of the Directors, be
applicable for meeting contingencies, or for equalizing
dividends, or for any other purpose to which such funds of the
Company may be properly applied, and pending such application
may, at the like discretion, either be employed in the business
74
of the Company or be invested in such investments as the
Directors may from time to time think fit. The Directors may
also, without placing the same in reserve, carry forward such
funds, which they think prudent not to divide.
20.5. If several persons are registered as joint holders of
any share, any one of them may give an effective receipt for any
dividend, bonuses or other moneys payable in respect of the
share.
20.6. No dividend shall bear interest against the Company.
Where the dividend to which a member is entitled includes a
fraction of a cent, such fraction shall be disregarded in making
payment thereof and such payment shall be deemed to be payment in
full.
20.7. Any dividend, bonuses or other moneys payable in cash
in respect of shares may be paid by cheque or warrant sent
through the post directed to the registered address of the
holder, or in the case of joint holders, To the registered
address of that one of the joint holders who is first named on
the register, or to such person and to such address as the holder
or joint holders may direct in writing. Every such cheque or
warrant shall be made payable to the order of the person to whom
it is sent. The mailing of such cheque or warrant shall, to the
extent of the sum represented thereby (plus the amount of any tax
required by law to be deducted) discharge all liability for the
dividend, unless such cheque or warrant shall not be paid on
presentation or the amount of tax so deducted shall not be paid
to the appropriate taxing authority.
20.8. Notwithstanding anything contained in these Articles
the Directors may from time to time capitalize any undistributed
surplus on hand of the Company and may from time to time issue as
fully paid and non-assessable any unissued shares, or any bonds,
debentures or debt obligations of the Company as a dividend
representing such undistributed surplus on hand or any part
thereof.
75
PART 21
DOCUMENTS, RECORDS AND REPORTS
21.1. The Company shall keep at its records office or at
such other place as the Companies Act may permit, the documents,
copies, registers, minutes, and records which the Company is
required by the Companies Act to keep at its records office or
such other place, as the case may be.
21.2. The Company shall cause to be kept proper books of
account and accounting records in respect of all financial and
other transactions of the Company in order properly to record the
financial affairs and condition of the Company and to comply with
the Companies Act.
21.3. Unless the Directors determine otherwise, or unless
otherwise determined by an ordinary resolution, no member of the
Company shall be entitled to inspect the accounting records of
the Company.
21.4. The Directors shall from time to tine at the expense
of the Company cause to be prepared and laid before the Company
in general meeting such financial statements and reports as are
required by the Companies Act.
21.5. Every member shall be entitled to be furnished once
gratis on demand with a copy of the latest annual financial
statement of the Company and, if so required by the Companies
Act, a copy of each such annual financial statement and interim
financial statement shall be mailed to each member.
PART 22
NOTICES
22.1. A notice, statement or report may be given or
delivered by the Company to any member either by delivery to him
personally or by sending it by mail to him to his address as
recorded in the register of members. Where a notice, statement or
report is sent by mail, service or delivery of the notice,
statement or report shall be deemed to be effected by properly
addressing, prepaying and mailing the notice, statement or report
and to have been given on the day, Saturdays, Sundays and
holidays excepted, following the date of mailing. A certificate
76
signed by the Secretary or other officer of the Company or of any
other corporation acting in that behalf for the Company that the
letter, envelope or wrapper containing the notice, statement or
report was so addressed, prepaid and mailed shall be conclusive
evidence thereof.
22.2. A notice, statement or report may be given or
delivered by the Company to the joint holders of a share by
giving the notice to the joint holder first named in the register
of members in respect of the share.
22.3. A notice, statement or report may be given or
delivered by the Company to the persons entitled to a share in
consequence of the death, bankruptcy or incapacity of a member by
sending it through the mail prepaid addressed to them by name or
by the title of representatives of the deceased or incapacitated
person or trustee of the bankrupt, or by any like description, at
the address (if any) supplied to the Company for the purpose by
the persons claiming to be so entitled, or (until such address
has been so supplied) by giving the notice in a manner in which
the same might have been given if the death, bankruptcy or
incapacity had not occurred.
22.4. Notice of every general meeting or meeting of members
holding a class of shares shall be given in a manner hereinbefore
authorized to every member holding at the time of the issue of
the notice or the date fixed for determining the members entitled
to such notice, whichever is the earlier, shares which confer the
right to notice of and to attend and vote at any such meeting. No
other person except the auditor of the Company and the Directors
of the Company shall be entitled to receive notices of any such
meeting.
PART 23
RECORD DATES
23.1. The Directors may fix in advance a date, which shall
not be more than the maximum number of days permitted by the
Companies Act preceding the date of any meeting of members or any
class thereof or of the payment of any dividend or of the
proposed taking of any other proper action requiring the
determination of members as the record date for the determination
of the members entitled to notice of, or to attend and vote at,
77
any such meeting and any adjournment thereof, or entitled to
receive payment of any such dividend or for any other proper
purpose and, in such case, notwithstanding anything elsewhere
contained in these Articles, only members of record on the date
so fixed shall be deemed to be members for the purposes
aforesaid.
23.2. Where no record date is so fixed for the determination
of members as provided in the preceding Article the date on which
the notice is mailed or on which the resolution declaring the
dividend is adopted, as the case may be, shall be the record date
for such determination.
PART 24
SEAL
24.1. The Directors may provide a seal for the Company and,
if they do so, shall provide for the safe custody of the seal
which shall not be affixed to any instrument except in the
presence of the following persons, namely,
(i) any two Directors, or
(ii) one of the Chairman of the Board, the President, the
Managing Director, a Director and a Vice-President together
with one of the Secretary, the Treasurer, the Secretary-
Treasurer, an Assistant Secretary, an Assistant Treasurer
and an Assistant Secretary-Treasurer, or
(iii) if the Company shall have only one member, the
President or the Secretary, or
(iv) such person or persons as the Directors may from time
to time by resolution appoint and the said Directors,
officers, person or persons in whose presence the seal is so
affixed to an instrument shall sign such instrument. For the
purpose of certifying under seal true copies of any document
or resolution the seal may be affixed in the presence of any
one of the foregoing persons.
78
24.2. To enable the seal of the Company to be affixed to any
bonds, debentures, share certificates, or other securities of the
Company, whether in definitive or interim form, on which
facsimiles of any of the signatures of the Directors or officers
of the Company are, in accordance with the Companies Act and/or
these Articles, printed or otherwise mechanically reproduced
there may be delivered to the firm or company employed to
engrave, lithograph or print such definitive or interim bonds,
debentures, share certificates or other securities one or more
unmounted dies reproducing the Company's seal and the Chairman of
the Board, the President, the Managing Director or a Vice-
President and the Secretary, Treasurer, Secretary-Treasurer, an
Assistant Secretary, an Assistant Treasurer or an Assistant
Secretary-Treasurer may by a document authorize such firm or
company to cause the Company's seal to be affixed to such
definitive or interim bonds, debentures, share certificates or
other securities by the use of such dies. Bonds, debentures,
share certificates or other securities to which the Company's
seal has been so affixed shall for all purposes be deemed to be
under and to bear the Company's seal lawfully affixed thereto.
24.3. The Company may have for use in any other province,
state, territory or country an official seal which shall have on
its face the name of the province, state, territory or country
where it is to be used and all of the powers conferred by the
Companies Act with respect thereto may be exercised by the
Directors or by a duly authorized agent of the Company.
PART 25
MECHANICAL REPRODUCTIONS OF SIGNATURES
25.1. The signature of any officer, Director, registrar
branch registrar, transfer agent or branch transfer agent of the
Company, unless otherwise required by the Companies Act or by
these Articles, may, if authorized by the Directors, be printed,
lithographed, engraved or otherwise mechanically reproduced upon
all instruments executed or issued by the Company or any officer
thereof; and any instrument on which the signature of any such
person is so reproduced shall be deemed to have been manually
signed by such person whose signature is so reproduced and shall
be as valid to all intents and purposes as if such instrument had
been signed manually, and notwithstanding that the person whose
signature is so reproduced may have ceased to hold the office
that he is stated on such instrument to hold at the date of the
delivery or issue of such instrument.
79
25.2. The term "instrument" as used in Article 25.1. shall
include deeds, mortgages, hypothecs, charges, conveyances,
transfers and assignments of property, real or personal,
agreements, releases, receipts and discharges for the payment of
money or other obligations, shares and share warrants of the
Company, bonds, debentures and other debt obligations of the
Company, and all paper writings.
PART 26
PROHIBITIONS
26.1. If the Company is, or becomes, a company which is not
a reporting company, no shares or debt obligations issued by the
Company shall be offered for sale to the public.
26.2. If the Company is, or becomes, a company which is not
a reporting company, then no shares shall be transferred without
the previous consent of the Directors expressed by a resolution
of the Board and the Directors shall not be required to give any
reason for refusing to consent to any such proposed transfer.
FULL NAME(S), RESIDENT ADDRESS (ES) AND OCCUPATION(S) OF
SUBSCRIBER(S)
/s/ Kjeld Werbes 4441 Prospect Road
KJELD WERBES North Vancouver, B.C.
Canada V7N 3L8
Barrister and Solicitor
Occupation
Dated the 19th day of June 1986.