EXHIBIT 1.5
BYLAW NO. 1
INSIDE HOLDINGS INC.
TABLE OF CONTENTS
1. INTERPRETATION
1.1 INTERPRETATION
1.2 CONFLICT WITH ACT OR ARTICLES
1.3 HEADINGS
2. BUSINESS OF THE CORPORATION
2.1 CORPORATE SEAL
2.2 EXECUTION OF INSTRUMENTS
2.3 BANKING AND FINANCIAL ARRANGEMENTS
2.4 VOTING RIGHTS IN OTHER BODIES CORPORATE
2.5 WITHHOLDING INFORMATION FROM SHAREHOLDERS
3. DIRECTORS AND BOARD
3.1 CHAIRMAN AND ALTERNATE
3.2 MEETINGS - PROCEDURE - CASTING VOTE
3.3 MEETINGS BY CONFERENCE TELEPHONE
3.4 NOTICE OF MEETING
3.5 WAIVER OF NOTICE OF MEETING
3.6 QUORUM
3.7 CONTINUING DIRECTORS MAY ACT DURING VACANCY
3.8 VALIDITY OF ACTS OF DIRECTORS
3.9 RESOLUTION IN WRITING EFFECTIVE
3.10 RESOLUTIONS NEED NOT BE SECONDED AND CHAIRMAN MAY MOVE A MOTION
3.11 REMUNERATION AND EXPENSES
3.12 ALTERNATE DIRECTORS
4. EXECUTIVE AND OTHER COMMITTEE
4.1 APPOINTMENT OF EXECUTIVE COMMITTEE
4.2 APPOINTMENT OF COMMITTEES
4.3 PROCEDURE AT MEETINGS
5. POWERS AND DUTIES OF THE DIRECTORS
5.1 MANAGEMENT OF AFFAIRS AND BUSINESS
5.2 APPOINTMENT OF ATTORNEY
6. OFFICERS
6.1 APPOINTMENT
6.2 DELEGATION
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6.3 CHAIRMAN OF THE BOARD
6.4 MANAGING DIRECTOR
6.5 PRESIDENT
6.6 VICE PRESIDENT
6.7 SECRETARY
6.8 TREASURER
6.9 OTHER OFFICERS
6.10 VARIATION OF THE POWERS AND DUTIES
6.11 REMOVAL AND DISCHARGE
6.12 TERM OF OFFICE
6.13 TERMS OF EMPLOYMENT AND REMUNERATION
6.14 AGENTS AND ATTORNEYS
6.15 FIDELITY BONDS
7. INDEMNIFICATION
7.1 INDEMNIFICATION OF DIRECTORS AND OFFICERS AGAINST ACTION BY THIRD
PARTIES
7.2 INDEMNIFICATION OF DIRECTORS AND OFFICERS AGAINST ACTIONS BY THE
CORPORATION
7.3 RIGHT OF INDEMNITY NOT EXCLUSIVE
7.4 INSURANCE
8. SHARES
8.1 ISSUANCE AND OPTIONS
8.2 NON-RECOGNITION OF TRUSTS
8.3 JOINT SHAREHOLDERS
9. BORROWING POWERS AND FINANCIAL ASSISTANCE
9.1 POWERS OF DIRECTORS
9.2 NEGOTIABILITY OF DEBT OBLIGATION
9.3 SPECIAL RIGHTS ATTACHED TO DEBT OBLIGATION
10. DIVIDENDS AND RIGHTS
10.1 DIVIDEND CHEQUES
10.2 JOINT SHAREHOLDERS
10.3 NON-RECEIPT OF CHEQUES
10.4 UNCLAIMED DIVIDENDS
11. MEETINGS OF SHAREHOLDERS
11.1 ANNUAL MEETINGS
11.2 TIME FOR DEPOSIT OF PROXIES
11.3 PERSONS ENTITLED TO BE PRESENT
11.4 QUORUM
11.5 ADJOURNMENT
11.6 CHAIRMAN
11.7 SECRETARY OF MEETING
11.8 MOTIONS
11.9 CHAIRMAN'S CASTING VOTE
11.10 CHAIRMAN'S DECLARATION
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11.11 VOTING BY BALLOT
11.12 SCRUTINEERS
12. NOTICES
12.1 NOTICES
12.2 NOTICE OF JOINT SHAREHOLDERS
12.3 CHANGE OF ADDRESS
12.4 SIGNATURE ON NOTICE
13. EFFECTIVE DATE AND AMENDMENT
13.1 EFFECTIVE DATE
13.2 AMENDING BYLAW
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BYLAW NO. 1
A Bylaw relating generally to the transaction of the business and
affairs of INSIDE HOLDINGS INC. (the "Corporation")
SECTION ONE - INTERPRETATION
1.1 INTERPRETATION. Words and expressions defined in the Business
Corporations Act, Revised Statutes of the Yukon 1986, Chapter 15 as amended from
time to time, and any Statute that may be substituted therefor, as amended from
time to time (the "Act") have the same meanings when used in the Bylaws. Words
importing the singular number include the plural and vice versa and words
importing gender include masculine, feminine and neuter genders as required by
the context.
1.2 CONFLICT WITH ACT OR ARTICLES. The Bylaws are subject to the provisions
of the Act and the articles of the Corporation and in the event of conflict
between the provisions of any Bylaws and the provisions of the Act or the
articles, the provisions of the Act or the articles shall prevail over the
Bylaws.
1.3 HEADINGS. The headings and indices used in the Bylaws are inserted for
convenience of reference only and do not affect the interpretation of the Bylaws
or any part thereof.
SECTION TWO - BUSINESS OF THE CORPORATION
2.1 CORPORATE SEAL. The Board of Directors of the Corporation (the "Board")
may adopt and change a corporate seal which shall contain the name of the
Corporation and the Board may cause to be created as many duplicates thereof as
the Board shall determine.
2.2 EXECUTION OF INSTRUMENTS. The Board may from time to time direct the
manner in which, and the person or persons by whom, any particular document or
class of documents may or shall be signed and delivered. In the absence of a
directors' resolution concerning the execution of any particular documents,
documents shall be signed and delivered on behalf of the Corporation by one
person, who holds the office of Chairman of the Board, President, Managing
Director, Vice-President, Director, Secretary, Treasurer, Assistant-Secretary or
Assistant-Treasurer or any other office created by bylaw or by resolution of the
Board, including affixing the corporate seal to all such documents as may
require the same.
2.3 BANKING AND FINANCIAL ARRANGEMENTS. The banking and financial business
of the Corporation including, without limitation, the borrowing of money and the
giving of security therefor, shall be transacted with such banks, trust
companies or other bodies corporate or organizations as may from time to time be
designated by or under the authority of the Board. Such banking and financial
business or any part thereof shall be transacted under such agreements,
instructions and delegations of powers as the Board may from time to time
prescribe or authorize.
2.4 VOTING RIGHTS IN OTHER BODIES CORPORATE. The signing officers of the
Corporation may execute and deliver proxies and arrange for the issuance of
voting certificates or other evidence of the right to exercise the voting rights
attaching to any securities held by the Corporation. Such instruments,
certificates or other evidence shall be in favour of such person or persons as
may be determined by the officers executing such proxies or arranging for the
issuance of voting certificates or such other evidence of the right to exercise
such voting rights. In addition, the Board may from time to time direct the
manner in which, and the person or persons by whom, any particular voting rights
or class of voting rights may or shall be exercised.
2.5 WITHHOLDING INFORMATION FROM SHAREHOLDERS. Subject to the provisions of
the Act, no shareholder shall be entitled to discovery of any information
respecting any details or conduct of the Corporation's business which, in the
opinion of the Board, it would be inexpedient in the interests of the
shareholders or the Corporation to communicate to the public. The Board may
from time to time determine whether and to what extent and at what time and
place and under what conditions or regulations the accounts, records and
documents of the Corporation shall be open to the inspection of shareholders and
no shareholder shall have any right of inspection of any account, record or
document of the Corporation except as conferred by the Act or authorized by the
Board or by resolution passed at a general meeting of shareholders.
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SECTION THREE - DIRECTORS AND BOARD
3.1 CHAIRMAN AND ALTERNATE. 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
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. With the consent of the meeting, the
solicitor of the Corporation may act as Chairman of a meeting of the Directors.
3.2 MEETINGS - PROCEDURE - CASTING VOTE. 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.
3.3 MEETINGS BY CONFERENCE TELEPHONE. 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. A Director participating in a
meeting in accordance with this Bylaw shall be deemed to be present at the
meeting and to have so agreed and shall be counted in the quorum therefor and be
entitled to speak and vote thereat.
3.4 NOTICE OF MEETING. 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 shall be given for any meeting specifying the place,
day and hour of such meeting and 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 Corporation or by leaving it at his usual business
or residential address or by telephone, telegram, telex, facsimile 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 alternate Director 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. Accidental omission to give notice of a meeting of
Directors to, or by the non-receipt of notice by, any Director shall not
invalidate the proceedings at that meeting.
3.5 WAIVER OF NOTICE OF MEETING. Any Director of the Corporation 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 the filing of such waiver with respect to
future meetings, and until such waiver is withdrawn, no notice of any meeting of
the Directors need be given to such Director or, unless the Director otherwise
requires in writing to the Secretary, to his alternate Director, 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.
3.6 QUORUM. 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.
3.7 CONTINUING DIRECTORS MAY ACT DURING VACANCY. The 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 Bylaws as the necessary
quorum of Directors, the Directors may act for the purpose of increasing the
number of Directors to that number, or of summoning a general meeting of the
Corporation, but for no other purpose.
3.8 VALIDITY OF ACTS OF DIRECTORS . Subject to the provisions of the Act,
all acts done at any meeting of the Directors or of a committee of Directors, or
by any person acting as a Director, shall, not-withstanding 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.
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3.9 RESOLUTION IN WRITING EFFECTIVE. A resolution consented to in writing,
whether by document, telegram, telex, facsimile or any method of transmitting
legibly recorded messages, 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.
3.10 RESOLUTIONS NEED NOT BE SECONDED AND CHAIRMAN MAY MOVE A MOTION. No
resolution proposed at a meeting of Directors need be seconded, and the chairman
of any meeting may move or propose a resolution.
3.11 REMUNERATION AND EXPENSES. The directors shall be paid such
remuneration for their services and reimbursed for expenses properly incurred by
them as the Board may from time to time determine. Nothing herein contained
shall preclude any director from serving the Corporation in any other capacity
and receiving remuneration therefor.
3.12 ALTERNATE DIRECTORS. Any Director may by instrument in writing
delivered to the Corporation 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 Corporation. 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, facsimile or any method of transmitting legibly
recorded messages delivered to the Corporation 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.
SECTION FOUR - EXECUTIVE AND OTHER COMMITTEES
4.1 APPOINTMENT OF EXECUTIVE COMMITTEE. 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.
4.2 APPOINTMENT OF COMMITTEES. 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)
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.
4.3 PROCEDURE AT MEETINGS. 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.
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SECTION FIVE - POWERS AND DUTIES OF THE DIRECTORS
5.1 MANAGEMENT OF AFFAIRS AND BUSINESS. The Directors shall manage or
supervise the management of the affairs and business of the Corporation and
shall have the authority to exercise all such powers of the Corporation as are
not, by the Act or by the Articles or these Bylaws, required to be exercised by
the Corporation in general meeting.
5.2 APPOINTMENT OF ATTORNEY. The Directors may from time to time by power
of attorney or other instrument under seal appoint any person to be the attorney
of the Corporation for such purposes, and with such powers, authorities and
discretions (not exceeding those vested in or exercisable by the Directors under
these Bylaws 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 Corporation 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 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.
SECTION SIX - OFFICERS
6.1 APPOINTMENT. The Board may from time to time appoint a Chairman of the
Board, a President, one or more Vice-Presidents (to which title may be added
words indicating seniority or function), a Secretary, a Treasurer and such other
officers as the Board may determine, including one or more assistants to any of
the officers so appointed. Subject to those powers and authority which pursuant
to the Act may only be exercised by the directors, the officers of the
Corporation may exercise, respectively, such powers and authority and shall
perform such duties, in addition to those specified in the Articles, as may from
time to time be prescribed by the Board. Except for the Chairman of the Board,
if appointed, and the Managing Director, if appointed, an officer may, but need
not be, a director.
6.2 DELEGATION. In case of the absence of any officer or employee of the
Corporation or for any other reason that the Board may deem sufficient, the
Board may delegate for the time being the powers and authority of such officer
or employee to any other officer or employee or to any director of the
Corporation.
6.3 CHAIRMAN OF THE BOARD. The Chairman of the Board, if appointed, shall
be a director of the Corporation. The Chairman of the Board shall exercise such
powers and authority and shall perform the duties which the directors may from
time to time prescribe. During the absence or disability of the Chairman of the
Board, his or her duties shall be performed and his or her powers exercised by
the Managing Director, if any, or if no Managing Director, by the President.
6.4 MANAGING DIRECTOR. The Managing Director, if appointed, shall be a
director of the Corporation, shall manage the operations of the Corporation
generally, and may exercise such other powers and authority and shall perform
such other duties as may from time to time be prescribed by the Board. During
the absence or disability of the Chairman of the Board and/or the President, or
if no Chairman of the Board and/or President have been appointed, the Managing
Director shall also have the powers and duties of the Chairman of the Board
and/or the President.
6.5 PRESIDENT. The President shall, subject to the authority of the Board,
be responsible for the general supervision of the business and affairs of the
Corporation and shall have such other powers and duties as the Board may
specify. During the absence or disability of the Chairman of the Board and/or
the Managing Director, or if no Chairman of the Board and/or Managing Director
have been appointed, in the event the President is a Director of the
Corporation, the President shall also have the powers and duties of the Chairman
of the Board and/or the Managing Director.
6.6 VICE-PRESIDENT. The Vice-President, or if more than one Vice-President
has been appointed, the Vice-Presidents, may exercise such powers and authority
and shall perform such duties as may from time to time be prescribed by the
Board. Subject to Sections 4.3 and 4.4, one of the Vice-Presidents, being a
shareholder and/or director, as the case may be, where required by the Act or
these Bylaws, may exercise the powers and perform the duties of the Chairman of
the Board and/or the Managing Director and/or the President during the absence
or disability of the Chairman of the Board, the Managing Director and/or for the
President.
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6.7 SECRETARY. Except as may be otherwise determined from time to time by
the Board, the Secretary shall attend and be the secretary to all meetings of
the Board, shareholders and committees of the Board and shall enter or cause to
be entered in records kept for that purpose minutes of all proceedings at such
meetings. The Secretary shall give or cause to be given as and when instructed
all notices to shareholders, directors, officers, auditors and members of
committees of the Board. The Secretary shall be the custodian of the corporate
seal, if any, of the Corporation and shall have charge of all books, papers,
reports, certificates, records, documents, registers and instruments belonging
to the Corporation, except when some other officer or agent has been appointed
for that purpose and may exercise such other powers and authority and shall
perform such other duties as may from time to time be prescribed by the Board or
by the President.
6.8 TREASURER. The Treasurer shall be responsible for the keeping of proper
accounting records in compliance with the Act and shall be responsible for the
deposit of monies and other valuable effects of the Corporation in the name and
to the credit of the Corporation in such banks or other depositories as the
Board may from time to time designate and shall be responsible for the
disbursement of the funds of the Corporation. The Treasurer shall render to the
Board whenever so directed an account of all financial transactions and of the
financial position of the Corporation. The Treasurer may exercise such other
duties as may from time to time be prescribed by the Board or by the President.
6.9 OTHER OFFICERS. The powers and duties of all other officers shall be
those prescribed by the Board from time to time. Any of the powers and duties
of an officer to whom an assistant has been appointed may be exercised and
performed by such assistant, unless the Board or the President otherwise
direct.
6.10 VARIATION OF THE POWERS AND DUTIES. The Board may from time to time
vary, add to or limit the powers, authority and duties of any officer.
6.11 REMOVAL AND DISCHARGE. The Board may remove any officer of the
Corporation, with or without cause, at any meeting called for that purpose and
may elect or appoint others in their place or places. Any officer or employee
of the Corporation, not being a member of the Board, may also be removed and
discharged, either with or without cause, by the Chairman of the Board or the
President. If, however, there be a contract with an officer or employee
derogating from the provisions of this Section, such removal or discharge shall
be subject to the provisions of such contract.
6.12 TERM OF OFFICE. Each officer appointed by the Board shall hold office
until a successor is appointed, or until his earlier resignation or removal by
the Board.
6.13 TERMS OF EMPLOYMENT AND REMUNERATION. The terms of employment and the
remuneration of officers appointed by the Board shall be settled by the Board
from time to time.
6.14 AGENTS AND ATTORNEYS. The Board, the Chairman of the Board or the
President may also from time to time appoint other agents, attorneys, officers
and employees of the Corporation within or without Canada, who may be given such
titles and who may exercise such powers and authority (including the power of
subdelegation) and shall perform such duties of management or otherwise, as the
Board may from time to time prescribe.
6.15 FIDELITY BONDS. The Board, the Chairman of the Board or the President
may require such officers, employees and agents of the Corporation as the Board
deems advisable to furnish bonds for the faithful performance of their powers
and duties, in such form and with such surety as the Board may from time to time
determine.
SECTION SEVEN - INDEMNIFICATION
7.1 INDEMNIFICATION OF DIRECTORS AND OFFICERS AGAINST ACTIONS BY THIRD
PARTIES. Except in respect of an action by or on behalf of the Corporation or
body corporate to procure a judgment in its favour, 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, or a person who undertakes or has undertaken any
liability on behalf of the Corporation or any such body corporate, and his heirs
and legal representatives, against all costs, charges and expenses, including an
amount paid to settle an action or satisfy a judgment, reasonably incurred by
him in respect of any civil, criminal or administrative action or proceeding to
which he is made a party by reason of being or having been a director or officer
of that 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.
7.2 INDEMNIFICATION OF DIRECTORS AND OFFICERS AGAINST ACTIONS BY THE
CORPORATION. The Corporation may with the approval of the Supreme Court of the
Yukon Territory indemnify a person referred to in paragraph 5.1 in respect of an
action by or on behalf of the Corporation or body corporate to procure a
judgment in its favour, to which he is made a party by reason of being or having
been a director or an officer of the Corporation or body corporate, against all
costs, charges and expenses reasonably incurred by him in connection with the
action if he fulfills the conditions set out in subparagraphs 5.1(a) and (b).
7.3 RIGHT OF INDEMNITY NOT EXCLUSIVE. The provisions for indemnification
contained in the Bylaws shall not be deemed exclusive of any other rights to
which a person seeking indemnification may be entitled under any Bylaw,
agreement, vote of shareholders or disinterested directors or otherwise, both as
to an action in his official capacity and as to an action in any other capacity
while holding such office. This section shall also apply to a person who has
ceased to be a director or officer, and shall enure to the benefit of the heirs
and legal representatives of such person.
7.4 INSURANCE. Subject to the limitations contained in the Act, the
Corporation may purchase and maintain such insurance for the benefit of its
directors and officers as the Board may from time to time determine.
SECTION EIGHT - SHARES
8.1 ISSUANCE AND OPTIONS. Subject to the Act and the rights of the current
holders of the shares of the Corporation, the Board may from time to time allot,
issue, sell, grant options to purchase or otherwise dispose of the whole or any
part of the authorized and unissued shares of the Corporation at such times and
to such persons and for such consideration as the Board shall determine,
provided that no share shall be issued until it is fully paid as provided in the
Act.
8.2 NON-RECOGNITION OF TRUSTS. The Corporation shall treat as absolute
owner of any share the person in whose name the share is registered in the
securities register as if that person had full legal capacity and authority to
exercise a right of ownership, irrespective of any indication to the contrary
through knowledge or notice or description in the Corporation's records or on
the share certificate.
8.3 JOINT SHAREHOLDERS. If two or more persons are registered as joint
holders of any share, any one of such persons may give effectual receipts for
the certificate issued in respect thereof or for any dividend, bonus, return of
capital or other money payable or warrant issuable in respect of such share.
SECTION NINE - BORROWING POWERS AND FINANCIAL ASSISTANCE
9.1 POWERS OF DIRECTORS. Subject to the provisions of the Act, the
Directors may from time to time authorize the Corporation to:
9.2 NEGOTIABILITY OF DEBT OBLIGATION . The Directors may make any bonds,
debentures or other debt obligations issued by the Corporation by their terms
assignable free from any equities between the Corporation and the person to whom
they may be issued or any other person who lawfully acquires them by assignment,
purchase or otherwise.
9.3 SPECIAL RIGHTS ATTACHED TO DEBT OBLIGATION. The Directors may authorize
the issue of any bonds, debentures or other debt obligations of the Corporation
at a discount, premium or otherwise and with special or other rights or
privileges as to redemption, surrender, drawings, allotment of or conversion
into or exchange for shares, attending at general meetings of the Corporation
and otherwise as the Directors may determine at or before the time of issue.
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SECTION TEN - DIVIDENDS AND RIGHTS
10.1 DIVIDEND CHEQUES. A dividend payable in cash shall be paid by cheque
drawn on the Corporation's bankers or one of them to the order of each
registered holder of shares of the class or series in respect of which a
dividend has been declared, and mailed by prepaid ordinary mail to such
registered holder at the address shown in the records of the Corporation, unless
such holder otherwise directs. The mailing of such cheque as aforesaid, unless
the same is not paid on due presentation, shall satisfy and discharge the
liability for the dividend to the extent of the sum represented thereby plus the
amount of any tax which the Corporation is required to and does withhold.
10.2 JOINT SHAREHOLDERS. In the case of joint holders, a cheque for payment
of dividends, bonuses, returns of capital or other money payable, shall, unless
such joint holders otherwise direct, be made payable to the order of all of such
joint holders and mailed to them at the address shown in the records of the
Corporation.
10.3 NON-RECEIPT OF CHEQUES. In the event of non-receipt of any dividend
cheque by the person to whom it is sent as aforesaid, the Corporation shall
issue to such person a replacement cheque for a like amount on such terms as to
indemnity, reimbursement of expenses and evidence of non-receipt and of title as
the Board may from time to time prescribe, whether generally or in any
particular case.
10.4 UNCLAIMED DIVIDENDS. Any dividend unclaimed after a period of six (6)
years from the date on which the same has been declared to be payable shall be
forfeited and shall revert to the Corporation.
SECTION ELEVEN - MEETINGS OF SHAREHOLDERS
11.1 ANNUAL MEETINGS. The annual meeting of shareholders shall be held at
such time in each year and, subject to the Articles of the Corporation, at such
place as the Board, or failing it, the Chairman of the Board, the Managing
Director or the President, may from time to time determine.
11.2 TIME FOR DEPOSIT OF PROXIES. The Board may specify in a notice calling
a meeting of shareholders a time, preceding the time of such meeting by not more
than 48 hours exclusive of non-business days, before which proxies to be used at
such meeting must be deposited. A proxy shall be acted upon only if, prior to
the time so specified, it shall have been deposited with the Corporation or an
agent thereof specified in such notice, or if no such time is specified in such
notice, unless it has been received by the Secretary of the Corporation or by
the chairman of the meeting or any adjournment thereof prior to the time of
voting.
11.3 PERSONS ENTITLED TO BE PRESENT. The only persons entitled to be
present at a meeting of the shareholders shall be those persons entitled to vote
thereat, the directors and auditor (if any) of the Corporation and others who,
although not entitled to vote, are entitled or required under any provision of
the Act or the articles or Bylaws to be present at the meeting. Any other
persons may be admitted only on the invitation of the chairman of the meeting or
with the consent of the meeting.
11.4 QUORUM. A quorum of shareholders is present at a meeting of
shareholders, irrespective of the number of persons actually present at the
meeting, if the holder or holders of five percent (5%) of the shares entitled to
vote at the meeting are present in person or represented by proxy. No business
shall be transacted at any meeting unless the requisite quorum is present at the
time of the transaction of such business.
11.5 ADJOURNMENT. Should a quorum not be present at any meeting of
shareholders, those present in person or by proxy and entitled to vote shall
have power to adjourn the meeting for a period of not more than 30 days without
notice other than announcement at the meeting. At any such adjourned meeting,
provided a quorum is present, any business may be transacted which might have
been transacted at the meeting adjourned. Notice of meetings adjourned for more
than 30 days and for more than 90 days shall be given as required by the Act.
11.6 CHAIRMAN. The chairman of any meeting of the shareholders shall be the
first mentioned of such of the following officers as have been appointed and who
is present at the meeting:
a) the Chairman of the Board;
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b) the President;
c) any Vice-President (and where more than one Vice-President is
present at the meeting, then the priority to act as chairman as
between them shall be in order of their appointment to the
office of Vice-President).
If no such officer is present within 15 minutes from the time fixed for the
holding of the meeting of the shareholders, the persons present and entitled to
vote shall choose one of their number then present to be chairman of that
meeting.
11.7 SECRETARY OF MEETING. If the Secretary of the Corporation is absent,
the chairman of a meeting of shareholders shall appoint some person, who need
not be a shareholder, to act as secretary of the meeting.
11.8 MOTIONS. No motion proposed at a general meeting need be seconded and
the Chairman may propose or second a motion.
11.9 CHAIRMAN'S CASTING VOTE. At any meeting of shareholders every question
shall be determined by the majority of the votes cast on the question. In the
case of an equality of votes at a meeting of shareholders, the chairman of the
meeting shall not be entitled to a second or casting vote in addition to the
vote or votes to which he may be entitled as a shareholder.
11.10 CHAIRMAN'S DECLARATION. At any meeting of shareholders, unless a
ballot is demanded, 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 or proportion of votes recorded in favour
of or against the motion.
11.11 VOTING BY BALLOT. If a ballot is demanded by a shareholder or proxy
holder entitled to vote at a shareholder's meeting and the demand is not
withdrawn, the ballot upon the motion shall be taken in such manner as the
chairman of the meeting shall direct. Upon a ballot each shareholder who is
present in person or represented by proxy shall be entitled, in respect of the
shares which he is entitled to vote at the meeting upon the question, to that
number of votes provided by the Act or the articles. The declaration by the
Chairman of the meeting that the vote upon the question has been carried, or
carried unanimously or by a particular majority, or lost or not carried by a
particular majority and an entry in the minutes of the meeting shall be prima
facie evidence of the fact without proof of the number or proportion of votes
recorded in favour of or against any resolution or question.
11.12 SCRUTINEERS. The chairman or the secretary at any meeting of the
shareholders or the shareholders then present may appoint one or more
scrutineers, who need not be shareholders, to count and report upon the results
of the voting which is done by ballot.
SECTION TWELVE - NOTICES
12.1 NOTICES. In addition to any other method of service permitted by the
Act, any notice or document required by the Act, the regulations, the articles
or the Bylaws may be sent to any person entitled to receive same in the manner
set out in the Act for service upon a shareholder or director and by any means
of telecommunication, including electronic mail, with respect to which a written
record is made. A notice sent by means of telecommunication shall be deemed to
have been given on the first business day after the date upon which the written
record is made.
12.2 NOTICE TO JOINT SHAREHOLDERS. If two or more persons hold shares
jointly, notice may be given to one of such persons and such notice shall be
sufficient notice to all of them.
12.3 CHANGE OF ADDRESS. The Secretary or Assistant Secretary may change or
cause to be changed the address in the records of the Corporation of any
shareholder, director, officer, auditor or member of a committee of the Board in
accordance with any information believed by him to be reliable.
12.4 SIGNATURE ON NOTICE. The signature on any notice to be given by the
Corporation may be lithographed, written, printed or otherwise mechanically
reproduced.
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SECTION THIRTEEN - EFFECTIVE DATE AND AMENDMENT
13.1 EFFECTIVE DATE. This Bylaw is effective from the date of the
resolution of the Board adopting same and shall continue to be effective, unless
amended by the Board, until the next meeting of shareholders of the Corporation,
whereupon if same is confirmed or confirmed as amended, this Bylaw shall
continue in effect in the form in which it was so confirmed.
13.2 AMENDING BYLAW. The Board may by resolution amend or repeal this Bylaw
and such amendment or repeal shall have force and effect until confirmed by
ordinary resolution of the shareholders entitled to vote at an annual general
meeting.
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