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EXHIBIT 3.5
ARTICLES
PRYME ENERGY RESOURCES LTD.
TABLE OF CONTENTS
PART ARTICLE SUBJECT
1 INTERPRETATION
1.1 Definition
1.2 & 1.3 Construction of Words
1.4 Companies Act Definitions Applicable
1.5 Table "A" Inapplicable
2 SHARES AND SHARE CERTIFICATES
2.1 Member entitled to Certificate
2.2 Replacement of Lost or Defaced Certificate
2.3 Recognition of Trusts
2.4 Execution of Certificates
2.5 Delivery to Joint Holders
3 ISSUE OF SHARES
3.1 Directors authorized
3.2 Commissions and Discounts
4 SHARE TRANSFERS
4.1 Transferability and Instrument of Transfer
4.2 Submission of Instruments of Transfer
4.3 Execution of Instrument of Transfer
4.4 Enquiry as to Title not required
4.5 Transfer fee
4.6 Appointment of Registrar and/or Transfer
Agent
5 ALTERATION OF CAPITAL
5.1 Ordinary Resolution required
5.2 Articles Apply to New Capital
5.3 Class Meetings of Members
6 PURCHASE OF SHARES
6.1 Company authorized to Purchase its Shares
7 BORROWING POWERS
7.1 Powers of Directors
7.2 Negotiability of Debt Obligations
7.3 Special Rights on Debt Obligations
7.4 Registers of Debt Obligations and Holders
thereof
7.5 Execution of Debt Obligation Documents
/s/ Keith A. Christofferson
------------------------------
KEITH A. CHRISTOFFERSON
Solicitor
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8 GENERAL MEETINGS
8.1 Classification of General Meetings
8.2 Calling of Meetings
8.3 Notice for General Meetings
8.4 Waiver of Notice
8.5 Notice of Special Business at General Meeting
9 PROCEEDINGS AT GENERAL MEETINGS
9.1 Special Business
9.2 Quorum
9.3 Requirement of Quorum
9.4 Lack of Quorum
9.5 Chairman
9.6 Alternate Director
9.7 Scrutineer and Secretary
9.8 Adjournments
9.9 Decisions by Show of Hands or Poll
9.10 Resolution need not be Seconded
9.11 Casting Vote
9.12 Manner of Taking Poll
9.13 Casting of Votes
9.14 Demand for Poll
9.15 Demand for Poll not to prevent Continuance of
Meeting
9.16 Retention of Ballots Cast on a Poll
10 VOTES OF MEMBERS
10.1 Number of Votes per Share or Member
10.2 Votes by Joint Holders
10.3 Representative of a Corporate Member
10.4 Votes by Committee of a Member
10.5 Execution of Proxy Instrument
10.6 Qualification of Proxyholder
10.7 Deposit of Proxy
10.8 Validity of Proxy Vote
10.9 Form of Proxy
11 DIRECTORS
11.1 Responsible for Management
11.2 Number of Directors
11.3 Share Qualification of Directors
11.4 Remuneration and Expenses of Directors
11.5 Directors interested in Transactions with the
Company
11.6 Right to hold Office & contract with the
Company
11.7 Director acting in Professional Capacity
11.8 Alternate Directors
12 RETIREMENT AND ELECTION OF DIRECTORS
12.1 Election at Annual General Meetings
12.2 Filling a Casual Vacancy
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13 PROCEEDINGS OF DIRECTORS
13.1 Meetings - Quorum Chairman
13.2 Call and Notice of Meetings
13.3 Competence of Quorum
13.4 Appointment of Directors Committees
13.5 Committee Chairman
13.6 Committee Meetings
13.7 Validity of Meeting where Directorship
Deficient
13.8 Newly-elected Directors
13.9 Waiver of Notice of Meetings
13.10 Majority Rule
13.11 Resolution in Writing Effective
14 OFFICERS
14.1 President and Secretary Required
14.2 Directors Authority
15 EXECUTION OF DOCUMENTS
15.1 Seal optional
15.2 Official Seal
15.3 Affixation of Seal to Documents
15.4 Mechanical Reproduction of Signatures
16 DIVIDENDS
16.1 Declaration of Dividends
16.2 Proportionate to Number of Shares held
16.3 Dividend bears No Interest
16.4 Payment in Specie Permitted
16.5 Capitalization of Undistributed Surplus
16.6 Payment of Dividends
16.7 Effect of Transfer of Dividends
16.8 Fractional Shares
16.9 Reserves
17 ACCOUNTS
17.1 Accounts to be kept
17.2 Location of Accounts
18 NOTICES
18.1 Method of giving Notice
18.2 Notice to Joint Holders
18.3 Notice to Personal Representative
18.4 Notice Deemed Effective
18.5 Date Notice Deemed given
18.6 Persons to Receive Notice
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19 INDEMNIFICATION AND PROTECTION OF DIRECTORS, OFFICERS,
EMPLOYEES AND CERTAIN AGENTS
19.1 Party to Legal Proceedings
19.2 Officers, Employees, Agents
19.3 Extent of Indemnification
19.4 Persons Undertaking Liabilities
19.5 Limitation of Liability
19.6 Directors may rely
19.7 Company may purchase Insurance
"COMPANIES ACT"
ARTICLES
of
PRYME ENERGY RESOURCES LTD.
PART 1 - INTERPRETATION
1.1 In these Articles, unless the context otherwise requires:
(a) "Board of Directors" or "Board" means the directors of
the Company for the time being;
(b) "Companies Act" means the Companies Act of the Province
of British Columbia from time to time in force and all amendments
thereto and includes all regulations and amendments thereto made
pursuant to that Act;
(c) "directors" means the directors of the Company for the
time being;
(d) "month" means calendar month;
(e) "register" means the register of members to be kept
pursuant to the Companies Act;
(f) "registered address" of a member shall be his address
as recorded in the register;
(g) "registered address" of a director means his address as
recorded in the Company's register of directors to be kept
pursuant to the Companies Act;
(h) "seal" means the common seal of the Company, if the
Company has one;
(i) "share warrant" means an instrument granting the holder
thereof the right to purchase shares or any other security or
debt obligation of the Company.
1.2 Expressions referring to writing shall be construed as
including references to printing, lithography, typewriting,
photography and other modes of representing or reproducing words
in a visible form.
1.3 Words importing the singular include the plural and vice
versa; and words importing a male person include a female person
and a corporation.
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1.4 In these Articles, unless the context otherwise requires,
expressions defined in the Companies Act shall have the meanings
so defined.
1.5 Table "A" of the Companies Act shall not apply to the
Company.
PART 2 - SHARES AND SHARE CERTIFICATES
2.1 Every member is entitled, without charge, to one certificate
representing the share or shares of each class held by him or
upon paying a sum not exceeding the amount permitted by the
Companies Act, as the directors may from time to time determine,
several certificates)each for one or more of those shares;
provided that, in respect of a share or shares held jointly by
several persons, the Company shall not be bound to issue more
than one certificate, and delivery of a certificate for a share
to one of several joint holders or to his duly authorized agent
shall be sufficient delivery to all; and provided further that
the Company shall not be bound to issue certificates representing
redeemable shares, if such shares are to be redeemed within one
month of the date on which they were allotted. Any share
certificate may be sent through the post by registered prepaid
mail to the member entitled thereto at his registered address,
and the Company shall not be liable for any loss occasioned to
the member owing to any such share certificate so sent being lost
in the post or stolen.
2.2 If a share certificate:
(a) is worn out or defaced, the directors may, upon
production to them of that certificate and upon such other terms
if any, as they may think fit, order the certificate to be
cancelled and may issue a new certificate in lieu thereof;
(b) is lost, stolen or destroyed, then upon proof thereof
to the satisfaction of the directors and upon such indemnity, if
any, as the directors deem adequate being given, a new share
certificate in place thereof shall be issued to the person
entitled to the lost, stolen or destroyed certificate; or
(c) represents more than one share and the registered owner
thereof surrenders it to the Company with a written request that
the Company issue registered in his name two or more certificates
each representing a specified number of shares and in the
aggregate representing the same number of shares as the certi-
ficate so surrendered, the Company shall cancel the certificate
so surrendered and issue in place thereof certificates in
accordance with the request.
A sum, not exceeding that permitted by the Companies Act, as the
directors may from time to time fix, shall be paid to the Company
for each certificate issued under this article.
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2.3 Except as required by law or statute or these articles, no
person need be recognized by the Company as holding any share
upon any trust, and the Company shall not be bound by or
compelled in any way to recognize (even when having notice
thereof) any equitable, contingent, future or partial interest in
any share or any interest in any fractional part of a share or
(except only as by law or statute or these articles provided or
as ordered by a court of competent jurisdiction) any other rights
in respect of any share except an absolute right to the entirety
thereof in the registered holder.
2.4 Every share certificate shall be signed manually by at least
one officer or director of the Company, or by or on behalf of a
registrar, branch registrar, transfer agent or branch transfer
agent of the Company and any additional signatures may be printed
or otherwise mechanically reproduced and a certificate signed in
either of those fashions shall be as valid as if signed manually,
notwithstanding that any person whose signature is so printed or
mechanically reproduced on a share certificate has ceased to hold
the office that he is stated on such certificate to hold at the
date of the issue of a share certificate.
2.5 The certificates of shares registered in the name of two or
more persons shall be delivered to the person first named on the
register.
PART 3 - ISSUE OF SHARES
3.1 Subject to the Companies Act, the issue of shares shall be
under the control of the directors who may, subject to the rights
of the holders of the shares of the Company for the time being
issued, allot or otherwise dispose of, and/or grant options on,
shares authorized but not yet issued at such times and to such
persons, including directors, and in such manner and upon such
terms and conditions, and at such price or for such
consideration, as the directors, in their absolute discretion,
may determine.
3.2 Subject to the Companies Act, the Company or the directors
on behalf of the Company may pay a commission or allow a discount
to any person in consideration of his subscribing or agreeing to
subscribe, whether absolutely or conditionally, for any shares in
the Company, or procuring or agreeing to procure subscriptions,
whether absolutely or conditionally, for any such shares provided
that the rate of the commission or discount shall not in the
aggregate exceed twenty-five per cent (25%) of the subscription
price of such shares, or an amount equivalent to such percentage.
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PART 4 - SHARE TRANSFERS
4.1 Subject to the restrictions, if any, set forth in these
articles, any member may transfer his shares by instrument in
writing executed by or on behalf of such member and delivered to
the Company or its transfer agent. The instrument of transfer of
any share of the Company shall be in the form, if any, on the
back of the Company's form of share certificates, and in any
other form which the directors may approve. If the directors so
require, each instrument of transfer shall be in respect of only
one class of share.
4.2 Every instrument of transfer shall be executed by the
transferor and left at the registered office of the Company or at
the office of its transfer agent or registrar for registration
together with the share certificate for the shares to be
transferred and such other evidence, if any as the directors or
the transfer agent or registrar may require to prove the title of
the transferor or his right to transfer the shares. All
instruments of transfer where the transfer is registered shall be
retained by the Company or its transfer agent or registrar and
any instrument of transfer, where the transfer is not registered,
shall be returned to the person depositing the same together with
the share certificate which accompanied the same when tendered
for registration. The transferor shall remain the holder of the
share until the name of the transferee is entered on the register
in respect of that share.
4.3 The signature of the registered owner of any shares, or of
his duly authorized attorney, upon the instrument of transfer
constitutes an authority to the Company to register the shares
specified in the instrument of transfer in the name of the person
named in that instrument of transfer as transferee or, if no
person is so named, then in any name designated in writing by the
person depositing the share certificate and the instrument of
transfer with the Company or its agents.
4.4 The Company, and its directors, officers and agents are not
bound to enquire into any title of the transferee to any shares
to be transferred, and are not liable to the registered or any
intermediate owner of those shares, for registering the transfer.
4.5 There shall be paid to the Company in respect of the
registration of any transfer a sum, not exceeding that permitted
by the Companies Act, as the directors deem fit.
4.6 The Company may appoint a Trust Company as its Registrar and
Transfer Agent, or either of them and may keep its Register of
Members at the office of such Trust Company and may keep either
within or without the Province of British Columbia one or more
branch Registers of Members at the office of any corporation duly
authorized to act as agent for any other corporation for the
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purpose of issuing, countersigning, signing, registering or
certifying the certificate or other documents of titles to
shares, debentures or other securities.
PART 5 - ALTERATION OF CAPITAL
5.1 The Company may by ordinary resolution amend its memorandum
to increase the share capital of the Company by:
(a) creating shares with par value or shares without par
value, or both;
(b) increasing the number of shares with par value or
shares without par value, or both;
(c) increasing the par value of a class of shares with par
value, if no shares of that class are issued.
5.2 Except as otherwise provided by conditions imposed at the
time of creation of any new shares or by these articles, any
addition to the authorized capital resulting from the creation of
new shares shall be subject to the provisions of these articles.
5.3 Unless these articles elsewhere specifically otherwise
provide, the provisions of these articles relating to general
meetings shall apply, with the necessary changes and so far as
they are applicable, to a class meeting of members holding a
particular class of shares.
PART 6 - PURCHASE OF SHARES
6.1 Subject to the special rights and restrictions attached to
any class of shares, the Company may, by a resolution of the
directors and in compliance with the Companies Act, redeem or
purchase any of its shares at the price and upon the terms
specified in such resolution and no redemption need be made pro
rata among members holding shares of the class or kind to be
redeemed. Unless the Company is purchasing the shares from a
dissenting member pursuant to the Companies Act or through a
stock exchange, the Company shall make its offer to purchase pro
rata to every member who holds shares of the class proposed to be
purchased.
PART 7 - BORROWING POWERS
7.1 The directors may from time to time at their discretion
authorize the Company to borrow any sum of money for the purposes
of the Company and may raise or secure the repayment of that sum
in such manner and upon such terms and conditions, in all
respects, as they think fit, and in particular, and without
limiting the generality of the foregoing, by the issue of bonds
or debentures, or any mortgage or charge, whether specific or
floating, or other security on the undertaking or the whole or
any part of the property of the Company, both present and future.
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7.2 The directors may make any debentures, bonds or other debt
obligations issued by the Company by their terms, assignable free
from any equities between the Company and the person to whom they
may be issued, or any other person who lawfully acquires the same
by assignment, purchase, or otherwise, howsoever.
7.3 The directors may authorize the issue of any share warrants
or of any debentures, bonds or other debt obligations of the
Company 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 Company and otherwise as the directors
may determine at or before the time of issue.
7.4 The Company shall keep or cause to be kept in accordance
with the Companies Act
(a) a register of its debentures and debt obligations, and
(b) a register of the holders of its bonds, debentures and
other debt obligations,
and subject to the provisions of the Companies Act may keep or
cause to be kept one or more branch registers of the holders of
its bonds, debentures, or other debt obligations within or
without the Province of British Columbia as the directors may
from time to time determine and the directors may by resolution,
regulations or otherwise make such provisions as they think fit
respecting the keeping of such branch registers.
7.5 If the directors so authorize, or if any instrument under
which any bonds, debentures or other debt obligations of the
Company are issued so provides, any bonds, debentures and other
debt obligations of the Company, instead of being manually signed
by the directors or officers authorized in that behalf, may have
the facsimile signatures of such directors or officers printed or
otherwise mechanically reproduced thereon and in either case,
shall be as valid as if signed manually, but no such bond,
debenture or other debt obligation shall be issued unless it is
manually signed, countersigned or certified by or on behalf of a
trust company or other transfer agent or registrar duly
authorized by the directors or the instrument under which such
bonds, debentures or other debt obligations are issued so to do.
Notwithstanding that any person whose facsimile signature is so
used shall have ceased to hold the office that he is stated on
such bond, debenture or other debt obligation to hold at the date
of the actual issue thereof, the bond, debenture or other debt
obligation shall be valid and binding on the Company.
PART 8 - GENERAL MEETINGS
8.1 Every general meeting, other than an annual general meeting,
shall be called an extraordinary general meeting.
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8.2 The directors may whenever they think fit call a general or
extraordinary general meeting of the Company.
8.3 Not less than 21 days' notice of any general meeting
specifying the time and place of meeting and in case of special
business, the general nature of that business shall be given in
the manner mentioned in Part 18 hereof, or in such other manner,
if any, as may be prescribed by ordinary resolution whether
previous notice thereof has been given or not, to any person as
may by law or under these Articles or other regulations of the
Company entitled to receive such notice from the Company. But
the accidental omission to give notice of any meeting to, or the
non-receipt of any such notice by, any of such persons shall not
invalidate any proceedings at that meeting.
8.4 Persons entitled to notice of a general meeting may waive or
reduce the period of notice convening the meeting, by unanimous
consent in writing, and may give such waiver before, during or
after the meeting.
8.5 Where any special business includes the presenting,
considering, approving, ratifying or authorizing of the execution
of any document, then the portion of ant, notice relating to such
document shall be sufficient if the same states that a copy of
the document or proposed document is or will be available for
inspection by members at a place in the Province of British
Columbia specified in such notice during specified business hours
in any specified working day or days prior to the date of the
meeting.
PART 9 - PROCEEDINGS AT GENERAL MEETINGS
9.1 The following business at a general meeting shall be deemed
to be special business:
(a) all business at an extraordinary-general meeting, and
(b) all business that is transacted at an annual general
meeting, with the exception of the consideration of the financial
statement and the report of the directors and auditors, the
determining of the number of directors, the election of
directors, the appointment of the auditors and determination of
the remuneration of auditors and directors, and such other
business as, under these Articles, ought to be transacted at an
annual general meeting, or any business which is brought under
consideration by the report of the directors or auditors.
9.2 Save as otherwise herein provided a quorum for a general
meeting shall be two members or proxyholders representing two
members, or one member and a proxyholder representing another
member, personally present at the commencement of the meeting and
holding or representing by proxy not less than one of the issued
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shares of a class of shares the holders of which are entitled to
attend and to vote at such meeting.
9.3 No business, other than the election of a chairman and the
adjournment of the meeting shall be transacted at any general
meeting unless the quorum requisite was present at the
commencement of the meeting.
9.4 If within one half (1/2) hour from the time appointed for a
meeting a quorum is not present, the meeting if convened by
requisition of the members, shall be dissolved; but in any other
case it shall stand adjourned to the same day, in the next week
at the same time and place. If at such adjourned meeting a
quorum is not present within one half (1/2) hour from the time
appointed, the members present shall be a quorum.
9.5 The Chairman of the Board, if any, or in his absence the
President of the Company shall be entitled to preside as chairman
at every general meeting of the Company.
9.6 If at any meeting neither the Chairman of the Board, if any,
nor the President is present within fifteen (15) minutes after
the time appointed for holding the meeting or is willing to act
as chairman, the directors present shall choose some one of their
number to be chairman. If no director be present or if all the
directors present decline to take the chair or shall fail to so
choose, the members present shall choose a chairman.
9.7 The chairman of the meeting shall appoint a scrutineer or
scrutineers and a secretary for the meeting. Such scrutineers
need not be shareholders of the Company.
9.8 The chairman of the meeting may, with the consent of any
meeting at which a quorum is present and shall if so directed by
the meeting, adjourn the meeting from time to time and from place
to place, but no business shall be transacted at any adjourned
meeting other than the business left unfinished at the meeting
from which the adjournment took place. When a meeting is
adjourned for sixty (60) days or more, notice of the adjourned
meeting shall be given as in the case of a general meeting. Save
as aforesaid, it shall not be necessary to give any notice of an
adjournment or of the business to be transacted at an adjourned
meeting.
9.9 Subject to the provisions of the Companies Act, every
question submitted to a general meeting shall be decided on a
show of hands unless a poll is, before or on the declaration of
the result of the show of hands, directed by the chairman or
demanded by a member entitled to vote who is present in person or
by proxy, and the chairman shall declare to the meeting the
decision on every question in accordance with the result of the
show of hands or the poll, and such decision shall be entered in
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the book of proceedings of the Company. A declaration by the
chairman that a resolution has been carried or carried
unanimously or by a particular majority or lost or not carried by
a particular majority, and an entry to that effect in the book
containing the minutes of the proceedings of the Company shall be
conclusive evidence of the fact without proof of the number or
proportion of the votes recorded in favour of or against such
resolution. A proxyholder shall be entitled to vote as if he
were a member on a show of hands.
9.10 No resolution proposed at a meeting need be seconded and the
chairman of any meeting shall be entitled to move or second a
resolution.
9.11 In case of an equality of votes upon a resolution, the
chairman shall, either on a show of hands or on a poll, not have
a casting or second vote.
9.12 Subject to the provisions of Article 9.13 hereof, if a poll
is duly demanded as aforesaid, it shall be taken in such manner
and at such time within seven (7) days from the date of the
meeting and place as the chairman of the meeting directs, and
either at once or after an interval or adjournment not exceeding
seven (7) days, and the result of the poll shall be deemed to be
the resolution of the meeting at which the poll is demanded. A
demand for a poll may be withdrawn. In the case of any dispute
as to the admission or rejection of a vote, the chairman shall
determine the same and such determination made in good faith
shall be final and conclusive.
9.13 A member entitled to more than one vote need not, if he
votes, use all his votes or cast all the votes he uses in the
same way.
9.14 No poll may be demanded on the election of a chairman of a
meeting and a poll demanded on a question of adjournment shall be
taken at the meeting without adjournment.
9.15 The demand of a poll shall not prevent the continuance of a
meeting for the transaction of any business other than the
question on which a poll has been demanded.
9.16 Every ballot cast upon a poll and every proxy appointing a
proxyholder who cast a ballot upon a poll shall be retained by
the Secretary for the period and be subject to the inspection as
the Companies Act may provide.
PART 10 - VOTES OF MEMBERS
10.1 Subject to any special rights or restrictions for the time
being attached to any shares, on a show of hands every member
present in person shall have one vote, and on a poll every
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member, present in person or by proxy, shall have one vote for
each share of which he is the holder.
10.2 Where there are joint members registered in respect of any
share, any one of the joint members may vote at any meeting,
either personally or by proxy, in respect of the share as if he
were solely entitled to it. If more than one of the joint
members is present at any meeting, personally or by proxy, the
joint member present whose name stands first on the register in
respect of the share shall alone be entitled to vote in respect
of that share. Several executors or administrators of a deceased
member in whose sole name any share stands shall, for the purpose
of this Article, be deemed joint members.
10.3 A corporation, not being a subsidiary, that is a member may
vote by its proxyholder or by its duly authorized representative,
who is entitled to speak and vote, and in all other respects
exercise the rights of a member and any authorized representative
shall be deemed to be a member for all purposes in connection
with any general meeting of the Company.
10.4 A member for whom a committee has been duly appointed may
vote, whether on a show of hands or on a poll, by his committee
and his committee may appoint a proxyholder.
10.5 A proxy or an instrument appointing a duly authorized
representative or a corporation shall be in writing, under the
hand of the appointor or of his attorney duly authorized in
writing, or, if such appointor is a corporation, either under
its, seal or under the hand of an officer or attorney duly
authorized.
10.6 Any person may act as proxyholder whether or not he is
entitled on his own behalf to be present and to vote at the
meeting at which he acts as proxyholder. The proxy may authorize
the person so appointed to act as proxyholder for the appointor
for the period, at such meeting or meetings and to the extent
permitted by the Companies Act.
10.7 A proxy and the power of attorney or other authority, if
any, under which it is signed or a notarially certified copy
thereof shall be deposited at the registered office of the
Company or at such other place as is specified for that purpose
in the notice calling the meeting at such time as the directors
may fix by resolution, not exceeding forty-eight (48) hours,
excluding Saturdays and holidays, preceding any meeting or
adjourned meeting of members and in the absence of such
resolution may be deposited with the chairman of the meeting
prior to the commencement thereof. In addition to any other
method of depositing proxies provided for in these Articles, the
directors may from time to time make regulations permitting the
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lodging of proxies appointing proxyholders at some place or
places other than the place at which a meeting or adjourned
meeting of members is to be held and for particulars of such
proxies to be cabled or telegraphed or sent in writing before the
meeting or adjourned meeting to the Company or any agent of the
Company for the purpose of receiving such particulars and
providing that proxies appointing a proxyholder so lodged may be
voted upon as though the proxies themselves were produced to the
chairman of the meeting as required by this Part and with such
regulations shall be valid and shall be counted.
10.8 A vote given in accordance with the terms of a proxy shall
be valid notwithstanding the previous death or insanity of the
member or revocation of the proxy or of the authority under which
the proxy was executed, or the transfer of the share in respect
of which the proxy is given, provided no prior notice in writing
of the death, insanity, revocation or transfer as aforesaid shall
have been received at the registered office of the Company or by
the chairman of the meeting or adjourned meeting at which the
vote was given.
10.9 Unless, in the circumstances, the Companies Act requires any
other form of proxy, a proxy appointing a proxyholder, whether
for a specified meeting or otherwise, shall be in the form
following, or in any other form that the directors shall approve:
(Name of Company)
The undersigned hereby appoints ______________________
_________________ or failing him _________________
or __________________ as proxyholder for the under-
signed to attend at and vote for and on behalf of the
undersigned at the general meeting of the Company to
be held on the ____ day of ____________, 19__, and at
any adjournment of that meeting.
Signed this ____ day of ____________, 19__.
_________________________
(Signature of Member)
PART 11 - DIRECTORS
11.1 The management of the business of the Company shall be
vested in the directors and the directors may exercise all such
powers and do all such acts and things as the Company is, by its
Memorandum, Articles, the Companies Act, or otherwise, authorized
to exercise and do, but subject nevertheless to the provisions of
all laws affecting the Company and of these Articles and to any
regulations not being inconsistent with these Articles which
shall from time to time be made by the Company in general
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meeting; but no regulation made by the Company in general meeting
shall invalidate any prior act of the directors that would have
been valid if that regulation had not been made.
11.2 The subscribers to the Memorandum are the first directors.
The directors to succeed the first directors and the number of
directors may be determined in writing by a majority of the
subscribers to the Memorandum. The number of directors may be
changed from time to time by the directors but shall never be
less than one (1) while the Company is not a reporting company
and three (3) while the Company is a reporting company.
11.3 A director shall not be required to have any share
qualification but any person not being a member of the Company
who becomes a director shall be deemed to have agreed to be bound
by the provisions of the Articles to the same extent as if he
were a member of the Company.
11.4 The remuneration of the directors as such may from time to
time be determined by the directors, such remuneration to be in
addition to any salary or other remuneration paid to any officer
or employee of the Company as such, who is also a director. The
directors shall be repaid such reasonable expenses as they may
incur in and about the business of the Company and if any
director shall perform any professional or other services for the
Company that in the opinion of the directors are outside the
ordinary duties of a director or shall otherwise be specifically
occupied in or about the Company's business, he may be paid a
remuneration to be fixed by the Board, or, at the option of such
director, by the Company in general meeting, and such
remuneration may be either in addition to, or in substitution
for, and other remuneration that he may be entitled to receive,
and the same shall be charged as part of the ordinary working
expenses. Unless otherwise determined by ordinary resolution the
directors on behalf of the Company may pay a gratuity or pension
or allowance on retirement to any director who has held any
salaried office or place of profit with the Company or to his
spouse or dependants and may make contributions to any fund and
pay premiums for the purchase or provision of any such gratuity,
pension or allowance.
11.5 A director who is in any way, whether directly or
indirectly, interested in a contract or proposed contract or
transaction with the Company shall disclose the nature and extent
of his interest at a meeting of the directors in accordance with
the provisions of the Companies Act. A director may vote in
respect of any such contract or transaction with the Company in
which he is interested and he shall be counted in the quorum
present at the meeting at which such vote is taken if he attends
such meeting whether or not he votes.
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11.6 A director may hold any office or place of profit under the
Company, other than auditor, in conjunction with his office of
director for such period and on such terms, as to remuneration or
otherwise, as the directors may determine. Subject to compliance
with the Companies Act, no director or intended director shall be
disqualified by his office from contracting with the Company
either with regard to his tenure of any such office or place of
profit or as vendor, purchaser or otherwise.
11.7 Any director may act by himself or his firm in a
professional capacity for the Company, and he or his firm shall
be entitled to remuneration for professional services as if he
were not a director.
11.8 A director whose permanent place of residence is outside the
city where the registered office of the Company is situate, or
who is about to leave or is temporarily outside the said city,
may appoint any person, whether a member or director of the
Company or not, to act on his behalf as an alternate director and
while such other person holds office as an alternate director, he
shall be entitled to notice of meetings of the directors and to
attend and vote thereat accordingly and he shall, if present, be
included in computing the quorum, and if he be a director, shall
be entitled to two votes, one as a director and the other as an
alternate director, and shall further be empowered to sign
resolutions of the Board of Directors, and shall ipso facto
vacate office if and when the appointor vacates or is removed
from office as director and any appointment or removal under this
clause shall be effected by notice which may be in writing under
the hand of the director making the same or may be made by
telegram or cable to the registered office of the Company.
PART 12 - RETIREMENT AND ELECTION OF DIRECTORS
12.1 At each annual general meeting of the Company all the
directors shall retire and the Company shall elect a Board of
Directors consisting of the number of directors for the time
being fixed pursuant to these Articles. A retiring director
shall be eligible for re-election.
12.2 The directors shall have power at any time and from time to
time to appoint any person as a director, to fill a casual
vacancy on the Board or a vacancy resulting from an increase of
the number of directors as determined by them or as necessitated
by the Companies Act upon the Company becoming a reporting
company. Any director so appointed shall hold office only until
the next following annual general meeting of the Company but
shall be eligible for re-election at such meeting.
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PART 13 - PROCEEDINGS OF DIRECTORS
13.1 The directors may meet together at such places as they think
fit for the dispatch of business, adjourn and otherwise regulate
their meetings and proceedings, as they see fit. The directors
may from time to time fix the quorum necessary for the
transaction of business and unless so fixed such quorum shall be
A majority of the Board. The Chairman of the Board, if any, or
in his absence the President of the Company, shall be chairman of
all meetings of the Board, but if at any meeting neither the
Chairman of the Board, if any, nor the President shall be present
within thirty (30) minutes after the time appointed for holding
the same or if both the Chairman of the Board and the President,
being present decline to act, the directors present may choose
some one of their number to be chairman at such meeting. A
director interested is to be counted in a quorum notwithstanding
his interest.
13.2 A director may at any time, and the Secretary, upon the
written request of a director, shall call a meeting of the
directors. Notice thereof specifying the time and place of such
meeting shall be mailed, postage prepaid, addressed to each of
the directors at his registered address at least forty-eight (48)
hours before the time fixed for the meeting or such lesser period
as may be reasonable under the circumstances, or such notice may
be given to each director either personally or by leaving it at
his usual business or residential address or by telephone,
telegram, telex or other method of transmitting visually recorded
messages, at least forty-eight (48) hours before such time or
such lesser period as may be reasonable under the circumstances.
It shall not be necessary to give to any director notice of a
meeting of directors immediately following a general meeting at
which such director has been elected or notice of a meeting of
directors at which such director shall have been appointed.
Accidental omission to give notice of a meeting of directors to,
or the non-receipt of notice by, any director, shall not
invalidate the proceedings at that meeting.
13.3 A meeting of the directors at which a quorum is present
shall be competent to exercise all or any of the authorities,
power and discretions for the time being vested in or exercisable
by the directors.
13.4 The directors may delegate any but not all of their powers
to committees consisting of such of the directors as they think
fit. Any committee so formed shall in the exercise of the powers
so delegated conform to any regulations that may from time to
time be imposed on it by the directors, and shall report every
act or thing done in exercise of such powers to the earliest
meeting of the directors to be held next after the same shall
have been done.
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13.5 A committee may elect a chairman of its meetings; if no such
chairman is elected, or if at any meetings the chairman is not
present within thirty (30) minutes after the time appointed for
holding the same, the members present may choose one of their
number to be chairman of the meeting.
13.6 The members of a committee may meet and adjourn as they
think proper. Questions arising at any meeting shall be
determined by a majority of votes of the members present and in
case of an equality of votes the chairman shall not have a second
or casting vote.
13.7 All acts done by any meeting of the directors or by a
committee of directors or by any person acting as a director
shall, notwithstanding that it shall be afterwards discovered
that there was some defect in the appointment of any such
director 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 appointed and was qualified to be a director.
13.8 For the first meeting of the Board to be held immediately
following the appointment or election of a director or directors
at an annual or general meeting of shareholders or for a meeting
of the Board at which a director is appointed to fill a vacancy
in the Board, no notice of such meetings shall be necessary to
the newly elected or appointed director or directors in order for
the meeting to be duly constituted, provided that a quorum of
directors is present.
13.9 Any director of the Company who may be absent either
temporarily or permanently from the Province of British Columbia
may file at the office of the Company a waiver of notice which
may be by letter, telegram or cable of any meeting of the
directors and may at any time withdraw such waiver, and until
such waiver is withdrawn, no notice of meetings of directors
shall be sent to such director, and any and all meetings of the
directors of the Company, notice of which shall not have been
given to such director, shall, provided a quorum of the directors
is present, be valid and binding upon the Company.
13.10 Questions arising at any meeting of the directors 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. No
resolution proposed at a meeting of the Board need be seconded,
and the Chairman is entitled to move or propose a resolution.
13.11 A resolution in writing, signed by each director or his
alternate shall be as valid and effectual as if it had been
passed at a meeting of directors duly called and held. Such
resolution may be in one or more counterparts each signed by one
or more directors or alternate directors which together shall be
deemed to constitute one resolution in writing.
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PART 14 - OFFICERS
14.1 The Board of Directors shall from time to time appoint a
President, a Secretary, and such other officers of the Company as
it may determine, none of whom, save the Chairman of the Board,
if any, and the President, need be directors.
14.2 All appointments of officers shall be made upon such terms
and conditions and at such remuneration, whether by way of
salary, fee, commission, participation in profits, or otherwise,
as the directors may determine, and every such appointment shall
be subject to termination at the pleasure of the directors unless
otherwise fixed by contract.
PART 15 - EXECUTION OF DOCUMENTS
15.1 The directors may provide a common seal for the Company and
for its use and the directors shall have power from time to time
to destroy the same and substitute a new seal in place thereof.
15.2 Subject to the provisions of the Companies Act, the
directors may provide for use in any other Province, State or
Country an official seal, which shall have on its face the name
of the Province, Territory, State or Country where it is to be
used.
15.3 The directors shall provide for the safe custody of the
common seal of the Company, if any, which shall not be affixed to
any instrument except:
(a) by any two directors; or
(b) by any two officers; or
(c) by any one officer and one director; or
(d) by any one officer or Director of the Company as may be
prescribed by resolution of the Board of Directors or by ordinary
resolution, whether previous notice thereof has been given or
not;
and such officer or officers or director or directors shall
sign every instrument to which the seal of the Company is so
affixed in their presence.
15.4 The signature of any officer of the Company may, if
authorized by the directors, be printed, lithographed, engraved
or otherwise mechanically reproduced upon all instruments
executed or issued by the Company or any officer thereof; and any
instrument on which the signature of any such person is so
reproduced, shall be deemed to have been manually signed by such
person whose signature is so reproduced and shall be as valid to
all intents and purposes as if such instrument had been signed
manually, and notwithstanding that the person whose signature is
so reproduced may have ceased to hold office at the date of the
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delivery or issue of such instrument. The term "instrument" as
used in this Article shall include deeds, mortgages, hypothecs,
charges, conveyances, transfers and assignments of property, real
or personal, agreements, releases, receipts and discharges for
the payment of money or other obligations, certificates of the
Company's shares, share warrants of the Company, bonds,
debentures and other debt obligations of the Company, and all
paper writings.
PART 16 - DIVIDENDS
16.1 The directors may declare dividends and fix the date of
record therefor and the date for payment thereof. No notice need
be given of the declaration of any dividend.
16.2 Subject to the terms of shares with special rights or
restrictions, all dividends shall be declared according to the
number of shares held.
16.3 No dividend shall bear interest against the Company.
16.4 The directors may direct payment of any dividend wholly or
partly by the distribution of specific assets or of paid-up
shares, bonds, debentures or other debt obligations of the
Company, or in any one or more of those ways, and, where any
difficulty arises in regard to the distribution, the directors
may settle the same as they think expedient, and in particular
may fix the value for distribution of specific assets, and may
determine that cash payments shall be made to a member upon the
basis of the value so fixed in place of fractional shares, bonds,
debentures or other debt obligations in order to adjust the
rights of all parties, and may vest any of those specific assets
in trustees upon such trusts for the persons entitled as may seem
expedient to the directors.
16.5 Notwithstanding anything contained in these Articles the
directors may from time to time capitalize any undistributed
surplus on hand of the Company and may from time to time issue as
fully paid and non-assessable any unissued shares or any bonds,
debentures or other debt obligations of the Company as a dividend
representing such undistributed surplus on hand or any part
thereof.
16.6 Any dividend, interest or other moneys payable in cash in
respect of shares may be paid by cheque or warrant sent through
the post directed to the registered address of the holder, or, in
the case of joint holders, to the registered address of that one
of the joint holders who is first named on the register or to
such person and to such address as the holder or joint holders
may in writing direct. Every such cheque or warrant shall be
made payable to the order of the person to whom it is sent. Any
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one of two or more joint holders may give effectual receipts for
any dividends, bonuses or other moneys payable in respect of the
shares held by them as joint holders.
16.7 A transfer of a share shall not pass the right to any
dividend declared thereon before the registration of the transfer
in the register.
16.8 Notwithstanding any other provisions of these Articles
should any dividend result in any shareholders being entitled to
a fractional part of a share of the Company, the directors shall
have the right to pay such shareholders in place of that
fractional share, the cash equivalent thereof calculated on the
par value thereof or, in the case of shares without par value,
calculated on the price or consideration for which such shares
were or were deemed to be issued, and shall have the further
right and complete discretion to carry out such distribution and
to adjust the rights of the shareholders with respect thereto on
as practical and equitable a basis as possible including the
right to arrange through a fiscal agent or otherwise for the
sale, consolidation or other disposition of those fractional
shares on behalf of those shareholders of the Company.
16.9 The directors may, before declaring any dividend, set aside
out of the profits of the Company such sums as they think proper
as appropriations from income, which shall at the discretion of
the directors, be applicable for meeting contingencies, or for
equalizing dividends, or for any other purpose to which the
profits of the Company may be properly applied, and pending such
application may, either be employed in the business of the
Company or be invested in such investments as the directors in
their discretion may from time to time determine.
PART 17 - ACCOUNTS
17.1 The directors shall cause records and books of accounts to
be kept as necessary to properly record the financial affairs and
conditions of the Company and to comply with the provisions of
statutes applicable to the Company.
17.2 The directors shall determine the place at which the
accounting records of the Company shall be kept and those records
shall be open to the inspection of any director during the normal
business hours of the Company.
PART 18 - NOTICES
18.1 A notice may be given to any member or director, either
personally or by sending it by post to him in a prepaid letter,
envelope or wrapper addressed to the member or director at his
registered address.
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18.2 A notice may be given by the Company to joint members in
respect of a share registered in their names by giving the notice
to the joint member first named in the register of members in
respect of that share.
18.3 A notice may be given by the Company to the persons entitled
to a share in consequence of the death or bankruptcy of a member
by sending it through the post in a prepaid letter envelope or
wrapper addressed to them by name, or by the title of
representatives of the deceased, or trustee of the bankrupt, or
by any like description, at the address, if any, supplied for the
purpose by the persons claiming to be so entitled, or until that
address has been so supplied, by giving the notice in any manner
in which the same might have been given if the death or
bankruptcy had not occurred.
18.4 Any notice or document sent by post to or left at the
registered address of any member shall, notwithstanding that
member is then deceased and whether or not the Company has notice
of his death, be deemed to have been duly served in respect of
any registered shares, whether held solely or jointly with other
persons by that deceased member, until some other person is
registered in his place as the member or joint member in respect
of those shares, and that service shall for all purposes of these
Articles be deemed a sufficient service of such notice or
document on his personal representatives and all persons, if any,
jointly interested with him in those shares.
18.5 Any notice sent by post shall be deemed to have been served
on the business day following that on which the letter, envelope
or wrapper containing that notice is posted, and in proving
service thereof it shall be sufficient to prove that the letter,
envelope or wrapper containing the notice was properly addressed
mailed, postage prepaid.
18.6 Notice of every general meeting shall be given in the manner
authorized by these Articles, to:
(a) every member holding a share or shares carrying the
right to vote at such meetings on the record date or, if no
record date was established by the directors, on the date of the
mailing;
(b) the personal representative of a deceased member; and
(c) the trustee in bankruptcy of a bankrupt member.
PART 19 - INDEMNIFICATION AND PROTECTION OF DIRECTORS,
OFFICERS, EMPLOYEES AND CERTAIN AGENTS
19.1 The Company shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or
completed action or proceeding, whether or not brought by the
Company or by a corporation or other legal entity or enterprise
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as hereinafter mentioned and whether civil, criminal or
administrative, by reason of the fact that he is or was a
director, officer, employee, or agent of the Company or is or was
serving at the request of the Company as a director, officer,
employee or agent of another corporation, a partnership, joint
venture, trust or other enterprise, against all costs, charges
and expenses, including legal fees and any amount paid to settle
the action or proceeding or satisfy a judgment, if he acted
honestly and in good faith with a view to the best interests of
the corporation or other legal entity or enterprise as aforesaid
of which he is or was a director, officer, employee or agent, as
the case may be, and exercised the care, diligence and skill of a
reasonably prudent person, and with respect to any criminal or
administrative action or proceeding, he had reasonable grounds
for believing that his conduct was lawful; provided that the
Company shall not be bound to indemnify any such person, other
than a director, officer or an employee of the Company, who shall
have notice of this Article and to have contracted with the
Company in the terms hereof solely by virtue of his acceptance of
such office or employment, if in acting as agent for the Company
or as a director, officer, employee or agent of another
corporation or other legal entity or enterprise as aforesaid, he
does so by written request of the Company containing an express
reference to this Article; and provided further that no
indemnification of a director or former director of the Company,
or director or former director of a corporation in which the
Company is or was a shareholder, shall be made except to the
extent approved by the Court pursuant to the Companies Act or any
other statute. The determination of any action, suit or
proceeding by judgment, order, settlement, conviction or
otherwise shall not, of itself, create a presumption that the
person did not act honestly and in good faith and in the best
interests of the Company and did not exercise the care, diligence
and skill of a reasonably prudent person and, with respect to any
criminal action or proceeding, did not have reasonable grounds to
believe that his conduct was lawful.
19.2 The Company shall indemnify any person other than a director
in respect of any loss, damage, costs or expenses whatsoever
incurred by him while acting as an officer, employee or agent for
the Company unless such loss, damage, costs or expenses shall
arise out of failure to comply with instructions, willful act or
default or fraud by such person in any of which events the
Company shall only indemnify such person if the directors, in
their absolute discretion, so decide or the Company by ordinary
resolution shall so direct.
19.3 The indemnification provided by this Part shall not be
deemed exclusive of any other rights to which those seeking
indemnification may be entitled under any other Part, or any
valid and lawful agreement, vote of members or disinterested
directors or otherwise, both as to action in his official
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capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall enure to the
benefit of the heirs, executors and administrators of such
person. The indemnification provided by this Article shall not
be exclusive of any powers, rights, agreements or undertakings
which may be legally permissible or authorized by or under any
applicable law. Notwithstanding any other provisions set forth
in this Part, the indemnification authorized by this Part shall
be applicable only to the extent that any such indemnification
shall not duplicate indemnity or reimbursement which that person
has received or shall receive otherwise than under this Part.
19.4 The directors are authorized from time to time to cause the
Company to give indemnities to any director, officer, employee,
agent or other person who has undertaken or is about to undertake
any liability on behalf of the Company or any corporation
controlled by it.
19.5 Subject to the Companies Act, no director or officer or
employee for the time being of the Company shall be liable for
the acts, receipts, neglects or defaults of any other director or
officer or employee, or for joining in any receipt or act for
conformity, or for any loss, damage or expense happening to the
Company through the insufficiency or deficiency of title to any
property acquired by order of the Board for the Company, or for
the insufficiency or deficiency of any security in or upon which
any of the moneys of or belonging to the Company shall be
invested or for any loss or damages arising from the bankruptcy,
insolvency, or tortious act of any person, firm or corporation
with whom or which any moneys, securities or effects shall be
lodged or deposited or for any loss occasioned by any error of
judgment or oversight on his part or for any other loss, damage
or misfortune whatever which may happen in the execution of the
duties of his respective office or trust or in relation thereto
unless the same shall happen by or through his own willful act or
default, negligence, breach of trust or breach of duty.
19.6 Directors may rely upon the accuracy of any statement of
fact represented by an officer of the Company to be correct or
upon statements in a written report of the auditor of the Company
and shall not be responsible or held liable for any loss or
damage resulting from the paying of any dividends or otherwise
acting in good faith upon any such statement.
19.7 The directors may cause the Company to purchase and maintain
insurance for the benefit of any person who is or was a director,
officer, employee or agent of the Company or is or was serving at
the request of the Company as a director, officer, employee or
agent of another corporation, a partnership, joint venture, trust
or other enterprise against any liability incurred by him as a
director, officer, employee or agent.