BY-LAW A
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A by-law relating generally to the transaction of the business and affairs of
Stormin Exploration Limited (hereinafter called the "Corporation")
CONTENTS
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SECTION
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INTERPRETATION
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Definitions 1.01
Invalidity of any Provisions of this By-Law 1.02
BUSINESS OF THE CORPORATION
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Registered Office 2.01
Corporate Seal 2.02
Financial Year 2.03
Execution of Instruments 2.04
Banking Arrangements 2.05
Voting Rights in Other Bodies Corporate 2.06
Division 2.07
Loans to Shareholders 2.03
BORROWING AND SECURITIES
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Borrowing Power 3.01
Delegation 3.02
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DIRECTORS
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Number of Directors 4.01
Qualification 4.02
Election and Term 4.03
Removal of Directors 4.04
Vacation of Office 4.05
Vacancies 4.06
Action by the Board 4.07
Canadian Majority at Meetings 4.08
Meeting by Telephone 4.09
Place of Meetings 4.10
Calling of Meetings 4.11
Notice of Meetings 4.12
First Meeting of New Board 4.13
Adjourned Meeting 4.14
Regular Meetings 4.15
Chairman 4.16
Votes to Govern 4.17
Conflict of Interest 4.18
Remuneration and Expenses 4.19
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COMMITTEES
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Committees of Directors 5.01
Transaction of Business 5.02
Audit Committee 5.03
Advisory Bodies 5.04
Procedures 5.05
OFFICERS
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Appointment 6.01
Chairman of the Board 6.02
President 6.03
Vice-President 6.04
Secretary 6.05
Treasurer 6.06
Powers and Duties of Other Officers 6.07
Variation of Powers and Duties 6.08
Term of Office 6.09
Conflict of Interest 6.10
Agents and Attorneys 6.11
Fidelity Bonds 6.12
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PROTECTION OF DIRECTORS, OFFICERS AND OTHERS
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Limitation of Liability 7.01
Indemnity 7.02
Insurance 7.03
MEETINGS OF SHAREHOLDERS
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Annual Meetings 8.01
Special Meetings 8.02
Place of Meetings 8.03
Notice of Meetings 8.04
List of Shareholders Entitled to Notice 8.05
Record Date for Notice 8.06
Meetings Without Notice 8.07
Chairman, Secretary and Scrutineers 8.08
Persons Entitled to be Present 8.09
Quorum 8.10
Right to Vote 8.11
Proxyholders and Representatives 8.12
Time for Deposit of Proxies 8.13
Joint Shareholders 8.14
Votes to Govern 8.15
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Show of Hands 8.16
Ballots 8.17
Adjournment 8.18
Resolution in Writing 8.19
Only One Shareholder 8.20
SHARES
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Allotment of Shares 9.01
Commissions 9.02
Registration of Transfer 9.03
Transfer Agents and Registrars 9.04
Non-recognition of Trusts 9.05
Share Certificates 9.06
Replacement of Share Certificates 9.07
Joint Holders 9.08
Deceased Shareholders 9.09
Lien for Indebtedness 9.10
DIVIDENDS AND RIGHTS
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Dividends 10.01
Dividend Cheques 10.02
Non-receipt of Cheques 10.03
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Record Date for Dividends and Rights 10.04
Unclaimed Dividends 10.05
NOTICES
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Method of Giving Notices 11.01
Notice to Joint Shareholders 11.02
Computation of Time 11.03
Undelivered Notices 11.04
Omissions and Errors 11.05
Persons Entitled by Death or Operation of Law 11.06
Waiver of Notice 11.07
EFFECTIVE DATE
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Effective Date 12.01
Repeal 12.02
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SECTION ONE
INTERPRETATION
1.01 Definitions. - In the by-law of the Corporation unless the context
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other\vise requires:
"Act" means the Canada Business Corporations Act, and any statute
that may be substituted therefor, as from time to time amended;
"Regulations" means the Regulations under the Act as published or
from time to time amended and every regulation that may be substituted
there For and, in the case of such substitution, any references in the
by-Jaws of the Corporation to provisions of the Regulations shall be
read as referring to the substituted provisions therefor in the new
regulation;
"appoint" includes "elect" and vice versa;
"articles" means the articles attached to the certificate of
incorporation of the Corporation as from time to time amended or
restated;
"board" means the board of directors of the Corporation;
"by-laws" means this by-law and other by-laws of the Corporation
from time to time in force and effect;
"Corporation" means the corporation incorporated by the said
certificate under the Act and named Storimin Exploration Limited;
"meeting of shareholders" Includes an annual meeting of
shareholders and a special meeting of shareholders, and "special
meeting of shareholders" includes a meeting of any class or classes of
shareholders and a special meeting of all shareholders entitled to
vote at an annual meeting of shareholders;
"resident Canadian" means an individual who is
(a) a Canadian citizen ordinarily resident in Canada;
(b) a Canadian citizen not ordinarily resident in Canada who is a
member of a class of persons prescribed under the Regulations, or
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(c) a permanent resident within the meaning of the Immigration Act
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and ordinarily resident in Canada, except a permanent resident
who has been ordinarily resident in Canada for more than one year
after the time at which he first became eligible to apply for
Canadian citizenship;
"signing officer" means, in relation to any instrument, any
person authorized to sign the same on behalf of the Corporation by or
pursuant to section 2.04; and
"unanimous shareholder agreement" means a written agreement among
all shareholders of the Corporation or all such shareholders and a
person who is not a shareholder or a written declaration of the
beneficial owner of all of the issued shares of the Corporation, that
restricts in whole or in part the powers of the directors to manage
the business and affairs of the Corporation, as from time to time
amended.
Save as aforesaid, words and expressions defined in the Act have the same
meanings and used herein. Words importing the singular number include the plural
and vice versa; word; importing gender include the masculine, feminine and
neuter genders; and words importing a person include an individual, partnership,
association, body corporate, trustee, executor, administrator and legal
representative.
1.02 Invalidity of any Provisions of this By-Law. - The invalidity or
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unenforceability of any provisions of this by-law shall not affect the validity
or enforceability of the remaining provisions of this by-law.
SECTION TWO
BUSINESS OF THE CORPORATION
2.01 Registered Office. - The registered office of the Corporation shall be
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at the place within Canada from time to time specified in the articles and at
such locations therein as the board may from time to time determine.
2.02 Corporate Seal. - The Corporation may have one or more different
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corporate seals, which seals may be adopted or changed from time to time by the
board, on which the mane of the Corporation appears in one or more of the
language forms set out in the artic les.
2.03 Financial Year. - Until changed by resolution of the board of
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directors, the financial year of the Corporation shall end on a day to be
determined by resolution o the board.
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2.04 Execution of Instruments. - All contracts, deeds and other documents
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and instruments may be signed by or on behalf of the Corporation by the
President, Vice-President or Secretary-Treasurer or by any person or persons
that the Board of Directors or a Committee appointed by the Board of Directors
pursuant to Section 5.01 may from time to time designate, and the corporate
seal, if required, shall be thereto affixed arid attested by an officer of the
Corporation and when so signed, or when so signed and sealed, and delivered shah
be received as an act of the Corporation.
2.05 Banking Arrangements. - The banking business of the Corporate on
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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 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.
2.06 Voting Rights in Other Bodies Corporate - The signing officers of the
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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 b the Corporation. Such instruments
shall be in favour of such persons as may be determined by the officers
executing or arranging for the same. In addition, the board may from time to
time direct the manner in which the persons by whom any particular voting rights
or class or voting rights may or shall be exercised.
2.07 Divisions. - The board may cause the business and operations of the
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Corporation or any part thereof to be divided into one or more divisions upon
such basis, including without limitation types of business or operations,
geographical territories, product lines or coeds or services, as the board may
consider appropriate in each case. From time to time the board or, if
authorized by the board, the chief executive officer may authorize, upon such
basis as may he considered appropriate in each case:
(a) Subdivision and Consolidation - the further division of the
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business and operations of any such division into sub-units and
the consolidation of the business and operations of any such
divisions and sub-units;
(b) Name - The designation of any such division or sub-unit by, and
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the carrying on of the business and operations of any such
division or sub-unit under, a name other than the name of the
Corporation; provided that. the Corporation shall set out its
name in legible characters in all contracts, invoices, negotiable
instruments and orders for goods or services issued or made by or
on behalf of the Corporation; and
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(c) Officers - the appointment of officers for any such division or
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sub-unit, the determination of their powers and duties, and the
removal of any such officer so appointed without prejudice to
such officer's rights under employment contract or in law,
provided that any such officers shall not, as such, be officers
of the Corporation.
SECTION THREE
BORROWING AND SECURITIES
3.01 Borrowing Power. - Without limiting the borrowing powers of the
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Corporation as set forth in the Act, but subject to the articles and any
unanimous shareholder agreement, the board may from time to time on behalf of
the Corporation, without authorization of the shareholders:
(a) borrow money upon the credit of the Corporation;
(b) issue, reissue, sell or pledge bonds, debentures, notes or other
evidences of indebtedness or guarantee of the Corporation,
whether secured or unsecured;
(c) to the extent permitted by the Act, give a guarantee on behalf of
the Corporation to secure performance of any present or future
indebtedness. liability or obligation of any person; and
(d) mortgage, hypothecate, pledge or otherwise create a security
interest in all or any currently owned or subsequently acquired
real or personal, movable or immovable, property of the
Corporation including book debts, rights. powers, franchises and
under takings, to secure any such bonds, debentures, notes or
other evidences of indebtedness or guarantee or any present or
future indebtedness, liability or obligation of the Corporation.
Nothing in this section limits or restricts the borrowing of money by the
Corporation on bills of exchange or promissory notes made, drawn, accepted or
endorsed by or on behalf of the Corporation.
3.02 Delegation. - The board may from time to time delegate to a committee
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of the board, a director or an officer of the Corporation or any other person as
may be designated by the board all or any of the powers conferred on the board
by section 3.01 or by the Act to such extent and in such manner as the board may
determine at the time of such delegation.
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SECTION FOUR
DIRECTORS
4.01 Number of Directors. - Until changed in accordance with the Act, the
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board shall consist of not fewer than the minimum number and not more than the
maximum number of directors provided in the articles. Subject to Section 4.08,
the quorum for the transaction of business at any meeting of the board shall
consist of a majority of the directors or such greater number of directors as
the board may from time to time determine.
4.02 Qualification. - The following persons are disqualified from being a
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director of the Corporation:
(a) anyone who is less than eighteen years of age;
(b) anyone who is of unsound mind and has been so found by a court in
Canada or elsewhere;
(c) a person who is not an individual; or
(d) a person who has the status of bankrupt.
A director need not be a shareholder. A majority of the directors shall be
resident Canadians.
4.03 Election and Term. - The election of directors shall take place at each
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annual meeting of shareholders and all the directors then in office shall retire
but, if qualified, shall be eligible for reelection. The number of directors to
be elected at any such meeting shall be the number of directors then in office
unless the directors or the shareholders otherwise determine. Where the
shareholders adopt an amendment to the articles to increase the number or
minimum number of directors, the shareholders may, at the meeting at which they
adopt the amendment, elect the additional number of directors authorized by the
amendment. The election shall be by resolution. If an election of directors is
not held at the proper time., the incumbent directors shall continue in office
until their successors are elected.
4.04 Removal of Directors. - Subject to the Act, the shareholders may by
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resolution passed at a meeting specially called for such purpose remove any
director from office and the vacancy created by such removal may be filled at
the same meeting, failing which it may be filled by the board.
4.05 Vacation of Office. - A director ceases to hold office when he dies; he
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is removed from office by the shareholders; he ceases to be qualified for
election as a director or his written resignation is sent or delivered to the
Corporation, or, if a time is specified in such resignation, at the time so
specified, whichever is later.
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4.06 Vacancies. - Subject to the Act, a quorum of the board may fill a
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vacancy in the board, except a vacancy resulting from an increase in the number
or minimum number of directors or from a failure of the shareholders to elect
the number or minimum number of directors. If there is not a quorum of directors
or if there has been a failure to elect the number or minimum number of
directors required by the articles, the directors then in office shall forthwith
call a special meeting of shareholders to fill the vacancy and, if they fill to
call a meeting or if there are no directors then in office, the meeting may be
called by any shareholder.
4.07 Action by the Board. - Subject to any unanimous shareholder agreement,
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the board shall manage the business and affairs of the Corporation. The powers
of the board may be exercised at a meeting (subject to sections 4.08 and 4.09)
at which a quorum is present or by resolution in writing signed by all the
directors entitled to vote on that resolution at a meeting of the board. Where
there is a vacancy in the board, the remaining directors may exercise all the
powers of the board so long as a quorum remains in office. Where the Corporation
has only one director, that director may constitute a meeting.
4.08 Canadian Majority at Meeting. - The board shall not transact business
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at a meeting, other than filling a vacancy in the board, unless a majority of
the directors present are resident Canadians, except where
(a) a resident Canadian director who is unable to be present approves
in writing or by telephone or other communications facilities the
business transacted at the meeting; and
(b) a majority of resident Canadians would have been present had that
director been present at the meeting.
4.09 Meeting by Telephone. - If all the directors of the Corporation
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consent, a director may participate in a meeting of the board or of a committee
of the board by means of such telephone or other communications facilities as
permit all persons participating in time meeting to hear each other, and a
director participating in the meeting by such means is deemed to be present at
the meeting. Any such consent shall be effective whether given before or after
the meeting to which it related and may be given with respect to all meetings of
the beard and of committees of the board.
4.10 Place of Meetings. - Meetings of the board may be held at any place in
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or outside Canada.
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4.11 Calling of Meetings. - Meetings of the board shall be held from time to
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time at such time and at such place as the board, the chairman of the board, the
president or any two directors may determine.
4.12 Notice of Meetings. - Notice of the time and place of the meeting of
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the board shall be given in the manner provided in Section Eleven to each
director not less than 48 hours before the time when the meeting is to be held;
provided that meetings of directors or any committee of directors may be held at
any time without formal notice if all the directors are present (except where a
director attends a meeting for the express purpose of objecting to the
transaction of any business on the grounds that the meeting is not lawfully
called) or if a quorum is present and all the absent directors have waived
notice. A notice of a meeting of directors need not specify the purpose of or
the business to be transacted at the meeting except where the Act requires such
purpose or business to be specified.
4.13 First Meeting of New Board. - Provided a quorum of directors is
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present, each newly elected board may without notice hold its first meeting
immediately following the meeting of shareholders at which such board is
elected.
4.14 Adjourned Meeting. - Notice of an adjourned meeting of the board is not
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required if the time and place of the adjourned meeting is announced at the
original meeting. Any adjourned meeting must be duly constituted and held in
accordance with the terms of the adjournment and a quorum present thereat. The
directors who form the quorum at the original meeting are not required to form
the quorum at the adjourned meeting. If there is no quorum at the adjourned
meeting, the original meeting shall be deemed to have terminated forthwith other
its adjournment.
4.15 Regular Meetings. - The board may appoint a day or days in any month
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or months for regular meetings of the board at a place and hour to be named. A
copy of any resolution of the board fixing the place and time of such regular
meetings shall be sent to each director forthwith after being passed, but no
other notice shall be required for any such regular meeting except where the Act
requires the purposes thereof or the business to he transacted thereat to be
specified.
4.16 Chairman. - The chairman of any meeting of the board shall he the first
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mentioned of such of the following officers as have been appointed and who is a
director and is present at the meeting: chairman of the board or president. If
no such officer is present, the directors present shall choose one of their
number to be chairman.
4.17 Votes to Govern. - At all meetings of the board every question shall be
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decided by a majority of the votes cast on the question. In case of an equality
of votes, the chairman of the meeting shall not be entitled to a second or
casting vote.
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4.18 Conflict of Interest. A director or officer who is a party to, or who
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is a director or officer of, or has a material interest in any person who is a
party to, a material contract or proposed material contract with the
Corporation, shall disclose the nature and extent of his interest at the time
and in the manner provided by the Act. Any such contract, or proposed contract
may be referred to the board or shareholders for approval even if such contract
is one that in the ordinary course of the Corporation's business would not
require approval by the board or shareholders. Such a director shall not vote on
any resolution to approve the same except as provided by the Act.
4.19 Remuneration and Expenses. - Subject to any unanimous shareholder
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agreement, the directors shall be paid such remuneration for their services and
reimbursed for expenses properly incurred 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.
SECTION FIVE
COMMITTEES
5.01 Committees of Directors. - The board may appoint committees of
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directors, however designated, and delegate to such committees any of the powers
of the board except those which pertain to items which, under the Act, a
committee of directors has no authority to exercise. A majority of the members
of each such committee shall be resident Canadians.
5.02 Transaction of Business. - Subject to section 4.09, the powers of
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committees of the board may be exercised by a meeting at which a quorum is
present or by resolution in writing signed by all members of such committee who
would have been entitled to vote on that resolution at a meeting of the
committee. Meetings of such committee may be held at any place in or outside
Canada.
5.03 Audit Committee. - The board may, and where the Corporation distributes
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its securities to the public and an audit committee has not been dispensed with
by a subsisting order granted under the Act, the board shall, annually from
among its number appoint an audit committee to be composed of not fewer than 3
directors of whom a majority shall not be officers or employees of the
Corporation or its affiliates. The audit committee shall have the powers and
duties provided in the Act.
5.04 Advisory Bodies. - The board may from time to time appoint such
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advisory bodies as it may deem advisable.
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5.05 Procedures. - Unless otherwise determined by the board, each committee
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and advisory body shall have power to fix its quorum at not less than a majority
of its members, to elect its chairman and to regulate its procedure.
SECTION SIX
OFFICERS
6.01 Appointment. - The board may from time to time appoint a chairman, a
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president. one or more vice-presidents (to which title may be added words
indicating seniority or function), a secretary, a treasurer, and such other
officers as the board may determine, including one or more assistants to any of
the officers so appointed. The board may specify the duties of and, in
accordance with this by-law and subject to the Act, delegate to such officers
powers to manage the business and affairs of the Corporation. An officer may but
need not be a director and one person may hold more than one office.
6.02 Chairman of the Board. - The board may from time to time appoint a
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chairman of the board who shall be a director. If appointed, the board may
assign to him any of the powers and duties that are by any provisions of this
by-law assigned to the president and he shall have such other powers and duties
as the board may specify.
6.03 President. - The president shall be the chief operating officer and,
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subject to the authority of the board, shall have general supervision of the
business of the Corporation; and shall have such other powers and duties as the
board may specify.
6.04 Vice-President. - A vice-president shall have such powers and duties as
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the board or the chief executive officer may specify.
6.05 Secretary. - The secretary shall attend and be the secretary of all
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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 thereat; he 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; he shall be the custodian of the stamp or mechanical
device generally used for affixing the corporate seal of the Corporation and all
books, papers, records, documents and instruments belonging to the Corporation,
except when some other officer or agent has been appointed for that purpose; and
he shall have such other powers and duties as the board or the chief executive
officer may specify.
6.06 Treasurer. - The treasurer shall keep proper accounting records in
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compliance with the Act and shall be responsible for the deposit of money, the
safekeeping of securities and the disbursement of the funds of the Corporation;
he shall render to the board whenever required an account of all his
transactions as treasurer and of the financial position of the Corporation and
he shall have such powers and duties as the board or the chief executive officer
may specify.
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6.07 Powers and Duties of Other Officers. - The powers and duties of all
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other officers shall be as the terms of their engagement call for or as the
board may specify. Any of the powers and duties of an officer to whom an
assistant has been appointed may be exercised and performed by such assistant,
unless the board otherwise directs.
6.08 Variation of Powers and Duties. - The board may from time to time and
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subject to the provisions of the Act, vary, add to or limit the powers and
duties of any officer,
6.09 Term of Office. - The board, in its discretion, may remove any officer
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of the Corporation, without prejudice to such officer's rights under any
employment contract or in law. Otherwise each officer appointed by the board
shall hold office until his successor is appointed or until his earlier
resignation.
6.10 Conflict of Interest. - An officer shall disclose his interest in any
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material contract or proposed material contract with the Corporation in
accordance with section 4.13.
6.11 Agents and Attorneys. - The Corporation, by or under the authority of
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the board, shall have power from time to time to appoint agents or attorneys for
the Corporation in or outside Canada with such powers (including the power to
subdelegate) of management, administration or otherwise as may be thought fit.
6.12 Fidelity Bonds. - The board may require such officers, employees and
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agents of the Corporation as the board deems advisable to furnish bonds for the
faithful discharge of their duties, in such form and with such surety as the
board may from time to time prescribe.
SECTION SEVEN
PROTECTION OF DIRECTORS, OFFICERS AND OTHERS
7.01 Limitation of Liability. - Every director and officer of the
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Corporation in exercising his powers and discharging his duties shall act
honestly and in good faith with a view to the best interests of the Corporation
and exercise the care, diligence and skill that a reasonably prudent person
would exercise in comparable circumstances. Subject to the foregoing, no
director or officer shall be liable for the acts, receipts, neglects or defaults
of any other director. officer or employee, or for joining in any receipt or
other act for conformity, or for any loss, damage or expense happening to the
Corporation through the insufficiency or deficiency of title to any property
acquired for or on behalf of the Corporation, or for the insufficiency or
deficiency of any security in or upon which any of the moneys of the Corporation
shall be invested, or for any loss or damage arising from the bankruptcy,
insolvency or tortious acts of any person with whom any of the moneys,
securities or effects of the Corporations shall be deposited, or for any loss
occasioned by any error of judgment or oversight on his part, or for any other
loss, damage or misfortune which shall happen in the execution of the duties of
his office or in relation thereto; provided that nothing herein shall relieve
any director or officer from the duty to act in accordance with the Act and the
regulations thereunder or from liability for every breach thereof.
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7.02 Indemnity. - Subject to the Act, the Corporation shall indemnify a
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director or officer, a former director or officer, or a person who acts or acted
at the Corporation's request as a director or officer of a body corporate of
which the Corporation is or was a shareholder or creditor, and his heirs and
legal representatives, against all costs, charges and expenses, including an
amount paid to settle an action or satisfy a judgment, reasonably incurred by
him in respect of any civil, criminal or administrative action or having been a
director or officer ca the Corporation of such body corporate, if
(a) he acted honestly and in good faith with a view to the best
interests of the Corporation; and
(b) in the case of a criminal or administrative action or proceeding
that is enforced by a monetary penalty, he has reasonable grounds
for believing that his conduct was lawful.
The Corporation shall also indemnify such person in such other circumstances as
the Act or law permits or requires. Nothing in this by-law shall limit the right
of any person entitled to indemnity to claim indemnity apart from the provisions
of this by-law.
7.03 Insurance - Subject to the Act, the Corporation may purchase and
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maintain insurance for the benefit of any person referred to in section 7.02
against any liability incurred by him in his capacity as a director or officer
of the Corporation or of another body corporate where he acts or acted in that
capacity at the Corporation's request.
SECTION EIGHT
MEETINGS OF SHAREHOLDERS
8.01 Annual Meetings. - The annual meetings of shareholders shall be held at
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such time in each year and, subject to section 8.03, at such place as the board,
the chairman of the board, or the president may from time to time determine, for
the purpose of considering the financial statements and reports required by the
Act to be placed before the annual meeting, electing directors, appointing an
auditor or dispensing therewith, and for the transaction of such other business
as may properly be brought before the meeting.
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8.02 Special Meetings. - The board, the chairman of the board, or the
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president shall have power to call a special meeting of shareholders at any
time.
8.03 Place of Meetings. - Meetings of shareholders shall be held at the
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registered office of the Corporation or elsewhere in the municipality in which
the registered office is situate or, if the board shall so determine, at some
other place is Canada or, if all the shareholders entitled to vote at the
meeting consent, at some place outside Canada.
8.04 Notice of Meetings. - Notice of the time and place of each meeting of
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shareholders shall be given in the manner provided in Section Eleven not less
than 21 nor more than 50 days before the date of the meeting to each director,
to the auditor of the Corporation, if any, and to each shareholder who at the
close of business on the record date for notice is entered in the securities
register as the holder of one or more shares carrying the right to vote at the
meeting. Notice of a meeting of shareholders called for any purpose other than
consideration of the financial statements and auditor's report, election of
directors, and reappointment of the incumbent auditor shall state the nature of
such business in sufficient detail to permit the shareholder to form a reasoned
judgment thereon and shall state the text of any special resolution to be
submitted to the meeting.
8.05 List of Shareholders Entitled to Notice. - For every meeting of
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shareholders, the Corporation shall prepare a list of shareholders entitled to
receive notice of the meeting, arranged in alphabetical order and showing the
number of shares held by each shareholder entitled to vote at the meeting. If a
record date for the meeting is fixed pursuant to section 8.06, the shareholders
listed shall be those registered at the close of business on such record date.
If no record date is fixed, the shareholders listed shall be those registered at
the close of business on the day immediately preceding the day on which notice
of the meeting is given or, where no such notice is given, on the day on which
the meeting is held. The list shall be available for examination by any
shareholder during usual business hours at the registered office of the
Corporation or at the place where the central securities register is maintained
and at the meeting for which the list was prepared. Where a separate list of
shareholders has not been prepared, the names of persons appearing in the
securities register at the requisite time as the holder of one or more shares
carrying the right to vote at such meeting shall be deemed to be a list of
shareholders.
8.06 Record Date for Notice. - The board may fix in advance a date,
-------------------------
preceding the date of any meeting of shareholders by not more than 50 days and
not less than 21 days, as a record date for the determination of the
shareholders entitled to notice of the meeting. if no record date is so fixed,
the record date for the determination of the shareholders entitled to receive
notice of the meeting shall be at the close of business on the day immediately
preceding the day on which the notice is given, or if no notice is given, the
day of which the meeting is held.
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8.07 Meetings Without Notice. - A meeting of shareholders may be held
-------------------------
without notice at any time and place permitted by the Act (a) if all the
shareholders entitled to vote thereat are present in person or duly represented
or if those not present or represented waive notice of or otherwise consent to
such meeting being held, and (b) if the auditors of the Corporation, if any, and
the directors are present or waive notice of or otherwise consent to such
meeting being held; so long as such shareholders, auditors or directors present
are not attending for the express purpose of objecting to the transaction of any
business on the grounds that the meeting is not lawfully called. At such a
meeting any business may be transacted which the Corporation at a meeting of
shareholders may transact. If the meeting is held at a place outside Canada,
shareholders not present or duly represented, but who have waived notice of or
otherwise consented to such meeting, shall also be deemed to have consented to
the meeting being held at such place.
8.08 Chairman, Secretary and Scrutineers. - The chairman of any meeting of
-------------------------------------
shareholders shall be the first mentioned of such of the following officers as
have been appointed and who is present at the meeting: chairman of the board,
president, or a vice-president who is a shareholder. If no such officer is
present within 15 minutes from the time fixed for holding the meeting, the
persons present and entitled to vote shall choose one of their number to be
chairman. If the secretary of the Corporation is absent, the chairman shall
appoint some person, who need not be a shareholder, to act as secretary of the
meeting. If desired, one or more scrutineers, who need not be shareholders, may
be appointed by a resolution or by the chairman with the consent of the meeting.
8.09 Persons Entitled to be Present. - The only persons entitled to be
----------------------------------
present at a meeting of shareholders shall be those entitled to vote thereat,
the directors and auditor of the Corporation and others who, although not
entitled to vote, are entitled or required under any provisions of the Act or
the articles or by-laws to be present at the meeting. Any other person maybe
admitted only on the invitation of the chairman of the meeting or with the
consent of the meeting.
8.10 Quorum. - Subject to the Act, two individuals present in person, each
------
of whom is a shareholder or proxyholder entitled to vote at a meeting shall
constitute a quorum. If a quorum is present at the opening of any meeting of
shareholders, the shareholders present or represented may proceed with the
business of the meeting notwithstanding that a quorum is not present throughout
the meeting. If a quorum is not present at the opening of any meeting of
shareholders, the shareholders present or represented may adjourn the meeting to
a fixed time and place but may not transact any other business.
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8.11 Right to Vote. - Every person named in the list referred to in section
--------------
8.05 shall be entitled to vote the shares shown thereon opposite his name at the
meeting to which such list relates, except to the extent that (a) where the
Corporation has fixed a record date in respect of such meeting, such person has
transferred any of his shares after such record date or, where the Corporation
has not fixed a record date in respect of such meeting, such person has
transferred any of his shares after the date on which such list is prepared, and
(b) the transferee, having produced properly endorsed certificates evidencing
such shares or having otherwise established that he owns such shares, has
demanded not later than 10 days before the meeting that his name be included in
such list. In any such excepted case the transferee shall be entitled to vote
the transferred shares at such meeting.
8.12 Proxyholders and Representatives. - Every shareholder entitled to vote
---------------------------------
at a meeting of shareholders may appoint a proxyholder, or one or more alternate
proxyholders, to attend and act as his representative at the meeting in the
manner and to the extent authorized mind with the authority conferred by the
proxy. A proxy shall be in writing executed by the shareholder or his attorney
and shall conform with the requirements of the Act. Alternatively, every such
shareholder which is a body corporate or association may authorize by resolution
of its directors or governing body an individual to represent it at a meeting of
shareholders and such individual may exercise on the shareholder's behalf all
the powers it could exercise if it were an individual shareholder. The authority
of such an individual shall be established by depositing with the Corporation a
certified copy of such resolution, or in such other manner as may be
satisfactory to the secretary of the Corporation or the chairman of the meeting.
Any such proxyholder or representative need not be a shareholder.
8.13 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 time 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
having been specified in such notice, 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.
8.14 Joint Shareholders. - If two or more persons hold shares jointly, any
------------------
one of them present in person or duly represented at a meeting of shareholders
may, in the absence of the other or others, vote the shares; but if two or more
of those persons are present in person or represented and vote, they shall vote
as one the shares jointly held by them.
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8.15 Votes to Govern. - At any meeting of shareholders every question shall,
---------------
unless otherwise required by the articles or by-laws or by law, be determined by
a majority of the votes cast on the question. In case of an equality of votes
either upon a show of hands or upon a poll, the chairman of the meeting shall
not be entitled to a second or casting vote.
8.16 Show of Hands. - Subject to the Act, any question at a meeting of
---------------
shareholders shall be decided by a show of hands, unless a ballot thereon is
required or demanded as hereinafter provided, and upon a show of hands every
person who is present and entitled to vote shall have one vote, subject to any
provision of the Act restricting the ability of a proxyholder or alternate
proxyholder to vote by way of show of hands where such person have conflicting
instructions from more than one shareholder. Whenever a vote by show of hands
shall have been taken upon a question, unless a ballot thereon is so required or
demanded, a declaration by the chairman of the meeting that the vote upon the
question has been carried or carried by a particular majority or not carried and
an entry to that effect in the minutes of the meeting shall be prima facie
evidence of the fact without proof of the number or proportion of the votes
recorded in favour of or against any resolution or other proceeding in respect
of the said question, and the result of the vote so taken shall be the decision
of the shareholders upon the said question.
8.17 Ballots. - On any question proposed for consideration at a meeting of
-------
shareholders, and whether or not a show of hands has been taken thereof, time
chairman may require a ballot or any person who is present and entitled to vote
on such question at the meeting may demand a ballot. A ballot so required or
demanded shall be taken in such manner as the chairman shall direct. A
requirement or demand for a ballot may be withdrawn at any time prior to the
taking of the ballot. If a ballot is taken each person present 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,
and the result of the ballot so taken shall be the decision of the shareholders
upon the said question.
8.18 Adjournment. - The chairman at a meeting of shareholders may, with the
-----------
consent of the meeting and subject to such conditions as the meeting may decide,
adjourn the meeting from time to time and from place to place. If a meeting of
shareholders is adjourned for less than 30 days, it shall not be necessary to
give notice of the adjourned meeting, other than by announcement at the earliest
meeting that is adjourned. Subject to the Act, if a meeting of shareholders is
adjourned by one or more adjournments for an aggregate of 30 days or more,
notice of the adjourned meeting shall be given as for an original meeting.
8.19 Resolution in Writing. - A resolution in writing signed by all the
-----------------------
shareholders entitled to vote on that resolution at a meeting of shareholders is
as valid as if it has been passed at a meeting of the shareholders unless a
written statement with respect to the subject matter of the resolution is
submitted by a director or the auditor in accordance with the Act.
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8.20 Only One Shareholder. - Where the Corporation has only one shareholder
---------------------
or only one holder of any class or series of shares, the shareholder present in
present or by proxy constitutes a meeting.
SECTION NINE
SHARES
9.01 Allotment of Shares. - Subject to the Act, the articles and any
---------------------
unanimous shareholder agreement, the board may from time to time allot or grant
options to purchase the whole or any part of the authorized and unissued shares
of the Corporation as the board shall determine, provided that no share shall be
issued until it is fully paid as provided by the Act.
9.02 Commissions - The board may from time to time authorize the
-----------
Corporation. to pay a reasonable commission to any person in consideration of
his purchasing or agreeing to purchase shares of the Corporation, whether from
the Corporation or from any other person, or procuring or agreeing to procure
purchasers from any such shares.
9.03 Registration of Transfer. - Subject to the Act, no transfer of a share
-------------------------
shall be registered in a securities register except upon presentation of the
certificate representing such share with an endorsement which complies with the
Act made thereon or delivered therewith duly executed by an appropriate person
as provided by the Act, together with such reasonable assurance that the
endorsement is genuine and effective as the board may from time to time
prescribe, upon payment of all applicable taxes and any reasonable fees
prescribed by the board, upon compliance with such restrictions on transfer as
are authorized by the articles and upon satisfaction of any lien referred to in
section 9.10.
9.04 Transfer Agents and Registrars. - The board may from time to time
---------------------------------
appoint one or more agents to maintain, in respect of each class of shares of
the Corporation issued by it, a central securities register and one or more
branch securities registers. Such a person may be designated as transfer agent
to registrar according to his functions and one person may be designated both
registrar and transfer agent. The board may at any time terminate such
appointment.
9.05 Non-recognition of Trusts. - Subject to the Act, the Corporation may
---------------------------
treat the registered holder of any shares as the person exclusively entitled to
vote, to receive notices, to receive any dividend or other payments in respect
of the share, and otherwise to exercise all the rights and powers of an owner of
the share.
-17-
9.06 Share Certificates. - Every holder of one or more shares of the
-------------------
Corporation shall be entitled, at his option, to a share certificate, or to a
non-transferable written share certificate, stating the number and class or
series of shares held by him as shown on the securities register. Such
certificates shall be in such form as the board may from time to time approve.
Any such certificate shall be signed in accordance with section 2.04 and need
not be under the corporate seal; provided that, unless the board otherwise
determines, certificates in respect of which a transfer agent or registrar has
been appointed shall not be valid unless countersigned by or on behalf of such
transfer agent or registrar. The signature of one of the signing officers or, in
the case of a certificate which is not valid unless countersigned by or on
behalf of a transfer agent or registrar and in the case of a certificate which
does not require a manual signature under the Act, the signatures of both
signing officers may be printed or mechanically reproduced in facsimile thereon.
Every such facsimile signature shall for all purposes be denied to be the
signature of the officer whose signature it reproduces and shall be binding upon
the Corporation. A certificate executed as aforesaid shall be valid
notwithstanding that one or both of the officers whose facsimile signature
appears thereon no longer holds office at the date of issue of the certificate.
9.07 Replacement of Share Certificates. - The board or any officer or agent
----------------------------------
designated by the board may in its or his discretion direct the issue of a new
share or other such certificates in lieu of and upon cancellation of a
certificate that has been mutilated or in substitution for a certificate claimed
to have been lost, destroyed or wrongfully taken on payment of such reasonable
fee and on such terms as to indemnity, reimbursement of expenses and evidence of
loss and of title as the board may from time to time prescribe, whether
generally or in any particular case.
9.08 Joint Holders. - If two or more persons are registered as joint holders
-------------
of any share, the Corporation shall not be bound to issue more than one
certificate in respect there, and delivery of such certificate to one of such
persons shall be sufficient delivery to all of them. Any one of such persons may
give effectual receipts for the certificate issued in respect thereof or for any
dividend, bonus, return of capital or other money payable or warrant issuable in
respect of such share.
9.09 Deceased Shareholders. - In the event of the death of a holder, or of
----------------------
one of the joint holders, of any share, the Corporation shall not be required to
make any entry in the securities register in respect thereof or to make any
dividend or other payment; in respect thereof except upon production of all such
documents as may be required by law and upon compliance with the reasonable
requirements of the Corporation and its transfer agents.
9.10 Lien for Indebtedness. - If the articles provide that the Corporal an
-----------------------
shall have a lien on shares registered in the name of a shareholder indebted to
the Corporation, such lien may be enforced, subject to the Act, the articles and
to any unanimous shareholder agreement, by the sale of the shares thereby
affected or by any other action, suit, remedy or proceeding authorized or
permitted by law or by equity and, pending such enforcement, the Corporation may
refuse to register a transfer of the whole or any part of such shares.
-18-
SECTION TEN
DIVIDENDS AND RIGHTS
10.01 Dividends. - Subject to the Act, the board may from time to time
---------
declare dividends payable to the shareholders according to their respective
rights and interests in the Corporation. Dividends may be paid in money or
property or by issuing fully paid shares of the Corporation.
10.02 Dividend Cheque. - A dividend payable in money shall be paid by cheque
---------------
to the order of each registered holder of the shares of the class or series in
respect of which it has been declared and mailed by prepaid ordinary mail to
such registered holder at his recorded address, unless such holder otherwise
directs. In the case of joint holders the cheque shall, unless such joint
holders otherwise direct, be made payable to the order of all of such joint
holders and mailed to them at their recorded address. 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.
10.03 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.
10.04 Record Date for Dividends and Rights. - The board may fix in advance a
------------------------------------
date, preceding by not more than 50 days the date for the payment of any
dividend or the date for the issue of any warrant or other evidence of the right
to subscribe for securities at the Corporation, as a record date for the
determination of the persons entitled to receive payment of such dividend or to
exercise the right to subscribe for such securities, and notice of any such
record date shall be given not less than 7 days before such record date in the
manner provided by the Act. If no record date is so fixed, the record date for
the determination of the persons entitled to receive payment of any dividend or
to exercise the right to subscribe for securities of the Corporation shall be
at the close of business on the day on which the resolution relating to such
dividend or right to subscribe is passed by the board.
10.05 Unclaimed Dividends. - Any dividend unclaimed after a period of 6
--------------------
years from the date on which the same has been declared to be payable shall be
forfeited and shall revert to the Corporation.
-19-
SECTION ELEVEN
NOTICES
11.01 METHOD OF GIVING NOTICES. - Any notice (which term includes any
---------------------------
communication or document) to be given (which term includes sent, delivered or
served) pursuant to the Act, the regulations thereunder, the articles, the
by-laws or otherwise to a shareholder, director, officer, auditor or member of a
committee of the board shall be sufficiently given if delivered personally to
the person to whom it is to be given or if delivered to his recorded address or
if mailed to him at his recorded address by prepaid ordinary or air mail or if
sent to him at his recorded address by any means of prepaid transmitted or
recorded communication. A notice so delivered shall be deemed to have been given
when it is delivered personally or to the recorded address as aforesaid; a
notice so mailed shall be deemed to have been given when deposited in a post
office or public letter box; and a notice so sent by any means of transmitted or
recorded communication shall be deemed to have been given when dispatched or
delivered to the appropriate communications company or agency or its
representative for dispatch. The secretary may change or cause to be changed the
recorded address of any shareholder, director, auditor or member of a committee
of the board in accordance with any information believed by him to be reliable.
11.02 NOTICE OF JOINT SHAREHOLDERS. - If two or more persons are registered
-----------------------------
as joint holders of any share, any notice may be addressed to all of such joint
holders but notice addressed to one of such person shall be sufficient notice to
all of them.
11.03 COMPUTATION OF TIME. - In computing the date when notice must be given
-------------------
under any provision requiring a specified number of days' notice of any meeting
or other event, the date of giving the notice shall be excluded and the date of
the meeting or other event shall be included.
11.04 Undelivered Notice. - If any notice given to a shareholder pursuant to
------------------
section 11.01 is returned on three consecutive occasions because he cannot be
found, the Corporation shall not be required to give any further notices to such
shareholder until he informs the Corporation in writing of his new address.
11.05 PERSONS ENTITLED BY DEATH OR OPERATION OF LAW. - Every person who, by
----------------------------------------------
operation of law, transfer, death of a shareholder or any other means
whatsoever, shall become entitled to any share, shall be bound by every notice
in respect of such share which shall have been duly given to the shareholder
from whom he derives his title to such share prior to his name and address being
entered on the securities register (whether such notice was given before or
after the happening of the event upon which he came so entitled) and prior to
his furnishing to the Corporation the proof of authority or evidence of his
entitlement prescribed by the Act.
- 20 -
11.06 Waiver of Notice. - Any shareholder, proxyholder, other person
------------------
entitled to attend a meeting of shareholders, director, officer, auditor or
member of a committee of the board may at any time waive any notice, or waive or
abridge the time for any notice, required to be given to him under the Act, the
regulations thereunder, the articles, the by-laws or otherwise and such waiver
or abridgement, whether given before or after the meeting or other event of
which notice if required to be given, shall cure any default in the giving or in
the time of such notice, as the case may be. Any such waiver or abridgement
shall be in writing except a waiver of notice of a meeting of shareholders or of
the board or a committee of the board which may be given in any manner.
SECTION TWELVE
EFFECTIVE DATE
12.01 Effective Date. - This by-law shall come into force when made by the
---------------
board in accordance with the Act.
12.02 Repeal. - All previous by-laws of the Corporation are repealed as of
------
the coming into force of this by-law. Such repeal shall not affect the validity
of any act done or right, privilege, obligation or liability acquired or
incurred under, or the validity of any contract or agreement made pursuant to,
or the validity of any articles (as defined in the Act) or predecessor charter
documents of the Corporation obtained pursuant to, any such by-law prior to its
repeal. All officers and persons acting under any by-law so repealed shall
continue to act as if appointed under the provisions of this by-law and all
resolutions of the shareholders or the board or a committee of the board with
continuing effect passed under any repealed by-law shall continue good and valid
except to the extent inconsistent with this by-law or until amended or repealed.
MADE by the directors the 14th day of February, 1997.
/s/ Hubert Mockler /s/ France Crawford
- --------------------- ----------------------------
PRESIDENT SECRETARY - TREASURER
CONFIRMED by the shareholders the 31st day of March, 1997.
/s/ Hubert Mockler /s/ France Crawford
- --------------------- ----------------------------
PRESIDENT SECRETARY - TREASURER