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EXHIBIT 3.8
BYLAW NO. 1
A BY-LAW RELATING GENERALLY TO THE TRANSACTION OF
THE BUSINESS AND AFFAIRS OF INDO-PACIFIC ENERGY LTD.
(THE "CORPORATION")
CONTENTS PAGE
1. Interpretation 2
2. Business of the Corporation 3
3. Borrowing and Securities 4
4. Directors 5
5. Committees 9
6. Officers 10
7. Protection of Directors, Officers and Others 12
8. Shares 13
9. Dividends and Rights 15
10. Meetings of Shareholders 16
11. Divisions and Departments 21
12. Notices 21
BE IT ENACTED as a By-Law of the Corporation as follows:
Section One
INTERPRETATION
1.01 Definitions - in the By-Laws of the Corporation, unless the
context otherwise requires:
"Act" means the Business Corporations Act (Yukon) and any statute
that may be substituted therefore, as from time to time amended;
marginal references to sections of the Act are not made for the
purpose of modifying or affecting the meaning of any provision of
this By-Law in any way but are inserted only for the purpose of
directing attention to provisions of the Act which may be
regarded as relevant;
"appoint" includes "elect" and vice versa;
"Articles" means the Articles attached to the Certificate of
Continuance dated September 25, 1996 of the Corporation as from
time to time amended or restated;
"Board" means the board of directors of the Corporation;
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"By-Laws" means this By-Law and all other By-Laws of the
Corporation from time to time in force and effect relating to
transaction of business and affairs of the Corporation in
addition hereto, or in amendment hereof or in substitution for
all or any part of this By-Law;
"Corporation" means the Corporation incorporated by Certificate
of Continuance under the Act and named Indo-Pacific Energy Ltd.;
"Meeting of Shareholders" includes an annual meeting of
shareholders and a Special Meeting of Shareholders;
"non-business day" means Saturday, Sunday and any other day that
is a holiday as defined in the Interpretation Act (Canada); or
the Interpretation Act (Yukon);
"Prohibited Corporate Shareholder" means a corporation prohibited
from holding shares in itself or its holding body corporate or a
subsidiary corporation prohibited from holding shares in its
parent corporation pursuant to the Act and not exempted from such
prohibited shareholdings by virtue of the Act;
"recorded address" means in the case of a shareholder his address
as recorded in the securities register; and in the case of joint
shareholders the address appearing in the securities register in
respect of such joint holdings determined under Section 8.09; and
in the case of a director, officer, auditor or member of a
committee of directors, his latest address as recorded in the
records of the Corporation;
"Special Meeting of Shareholders" includes both a meeting of any
class or classes acting separately from any other class or
classes and also a meeting, other than an annual meeting, of all
shareholders entitled to vote at any annual meeting of
shareholders;
Words and expressions defined in the Act have the same meaning
when used herein; and words importing the singular number include
the plural and vice versa; words importing gender include the
masculine, feminine and neuter genders; and words importing
persons include individuals, bodies corporate, partnerships,
trusts and unincorporated organizations.
Section Two
BUSINESS OF THE CORPORATION
2.01 Registered Office - Until changed in accordance with the
Act, the registered office of the Corporation will be at the City
of Whitehorse, in the Yukon Territory, and at such location
therein as the Board may from time to time determine.
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2.02 Corporate Seal - Until changed by the Board, the corporate
seal of the Corporation and any facsimiles thereof adopted by the
Board for use in jurisdictions outside the Yukon Territory will
be in the form approved by the directors.
2.03 Financial Year - The financial year of the Corporation will
end on the day in each year that is established by the Board.
2.04 Execution of Instruments - Deeds, transfers, assignments,
contracts, obligations, certificates and other instruments
required by law or otherwise by these By-Laws or any resolution
of the Board or shareholders of the Corporation to be executed
under corporate seal may be signed on behalf of the Corporation
by any one or two or more persons each of which is either a
director of the Corporation or a person who holds the office of
chief executive officer, chairman of the board, president,
managing director, vice-president, secretary, treasurer,
assistant secretary, assistant treasurer or any other office
created by by-law or by resolution of the Board. However, the
Board may from time to time direct the manner in which and the
person or persons by whom any particular instrument or class of
instruments may or will be signed or sealed. Any signing officer
may affix the corporate seal to any instrument requiring the
same.
2.05 Banking Arrangements - The banking business of the
Corporation including the borrowing of money and the giving of
security therefore, will 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 will be
transacted under such agreements, instructions and delegations of
powers as the Board may from time to time by resolution prescribe
or authorize.
2.06 Voting Rights in Other Bodies Corporate - The signing
officers of the Corporation may execute and deliver proxies and
arrange for the issuance of voting certificates or other evidence
of the right to exercise the voting rights attaching to any
securities held by the Corporation. Such instruments,
certificates or other evidence will be in favour of such person
or persons as may be determined by the officers executing such
proxies or arranging for the issuance of voting certificates or
such other evidence of the right to exercise such voting rights.
In addition the Board may from time to time direct the manner in
which and the person or persons by whom any particular voting
rights or class of voting rights may or will be exercised.
2.07 Withholding Information from Shareholders - Subject to the
provisions of the Act, no shareholder will be entitled to
discovery of any information respecting any details or conduct of
the Corporation's business which, in the opinion of the Board, it
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would be inexpedient in the interests of the shareholders or the
Corporation to communicate to the public. The Board may from
time to time determine whether and to what extent and at what
time and place and under what conditions or regulations the
accounts, records and documents of the Corporation or any of them
will be open to the inspection of shareholders and no shareholder
will have any right of inspecting any account, record or document
of the Corporation except as conferred by the Act or authorized
by the Board or by resolution passed at a general meeting of
shareholders.
Section Three
BORROWING AND SECURITIES
3.01 Borrowing Power - Without limiting the borrowing powers of
the Corporation as set forth in the Act, the Board is authorized
from time to time:
(a) to borrow money upon the credit of the Corporation in
such amounts and on such terms as may be deemed expedient by
obtaining loans or advances or by way of overdraft or
otherwise;
(b) to issue, re-issue, sell or pledge bonds, debentures,
notes or other evidence of indebtedness or guarantees of the
Corporation, whether secured or unsecured for such sums and
at such prices as may be deemed expedient;
(c) subject to the Act, to issue guarantees on behalf of the
Corporation to secure the performance of the obligations of
any person; and
(d) to charge, mortgage, hypothecate, pledge or otherwise
create a security interest in all or any currently owned or
subsequently acquired real or personal, movable or
immova ble, property and undertaking of the Corporation,
including book debts, rights, powers and franchises for the
purpose of securing any such bonds, debentures, notes or other
evidences of indebtedness or guarantee or any other present or
future indebtedness or liability 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 of Borrowing Power - The Board may from time to
time delegate to such one or more of the directors and officers
of the Corporation as may be designated by the Board all or any
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of the powers conferred on the Board by section 3.01 to such
extent and in such manner as the Board will determine at the time
of each such delegation.
Section Four
DIRECTORS
4.01 Number of Directors and Quorum - Until changed in accordance
with the Act, the Board will consist of not fewer than three and
not more than eleven directors. Subject to section 4.07, the
Articles and the Act the quorum for the transaction of business
at any meeting of the Board will consist of a majority of the
directors or such lesser number of directors as the Board may
from time to time determine.
4.02 Qualification - No person will be qualified for election as
a director if he is less than 19 years of age; if he is of
unsound mind and has been so found by a court in Canada or
elsewhere; if he is not an individual; or if he has the status of
a bankrupt. A director need not be a shareholder.
4.03 Election and Term - Each director named in the notice of
directors filed at the time of continuance will hold office from
the date of the Certificate of Continuance until the first
meeting of shareholders thereafter. An election of directors
will take place at such first meeting of shareholders and at each
annual meeting of shareholders thereafter and all the directors
then in office will retire but, if qualified, will be eligible
for re-election. A director will retain office only until the
election of his successor. The number of directors to be elected
at any such meeting will be the number of directors then in
office unless the directors or the shareholders otherwise
determine. The election will be by ordinary resolution of the
shareholders. If an election of directors is not held at the
proper time, the incumbent directors will continue in office
until their successors are elected.
4.04 Removal of Directors - Subject to the provisions of the Act,
the shareholders may by ordinary resolution passed at a special
meeting 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 directors.
4.05 Vacation of Office - A director ceases to hold office when:
he dies; he 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 and the Articles, a quorum of
the Board may fill a vacancy in the Board, except a vacancy
resulting from an increase in the minimum number of directors or
from a failure of the shareholders to elect the minimum number of
directors and if the Articles so provide, may also add to their
numbers and appoint additional director(s) in accordance with the
Act, but so that the total number of directors will not exceed
the maximum number fixed by section 4.01. In the absence of a
quorum of the Board, or if the vacancy has arisen from a failure
of the shareholders to elect the minimum number of directors the
Board will forthwith call a special meeting of the shareholders
to fill the vacancy. If the Board fails to call such meeting or
if there are no such directors then in office, any shareholder
may call the meeting.
4.07 Action by the Board - The Board will manage the business and
affairs of the Corporation. The powers of the Board may be
exercised by resolution passed at a meeting at which a quorum is
present or by resolution in writing, whether by document,
telegram, telecopy or any method of transmitting legibly recorded
messages or other means, signed by all the directors entitled to
vote on that resolution at a meeting of the Board and any
resolution in writing so signed will be as valid as if it had
been passed at a meeting of directors or a committee of directors
and will be held to relate to any date therein stated to be the
effective date thereof, and a copy of every such resolution in
writing will be kept with the minutes of the proceedings of
directors or committee of directors. 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. An act of a director is valid notwithstanding any
irregularity in his election or appointment or a defect in his
qualifications.
4.08 Meetings by Telephone - A director may participate in a
meeting of the Board or of a committee of directors by means of
such telephone or other communications facilities as permit all
persons participating in the meeting to hear each other, and a
director participating in such a meeting by such means is deemed
to be present at the meeting. Any such consent will be effective
whether given before or after the meeting to which it relates and
may be given with respect to all meetings of the Board and of
committees of directors held while a director holds office.
4.09 Place of Meeting - Meetings of the Board may be held at any
place in or outside Canada.
4.10 Calling of Meetings - Meetings of the Board will be held
from time to time and at such place as the Board may determine.
In addition, each of the chairman of the board, the managing
directors, the president or any two directors may convene or
direct the convening of a meeting of the Board.
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4.11 Notice of Meeting - Except as otherwise provided in section
4.12, notice of the time and place of each meeting of the Board
will be given in the manner provided in section 12.01 to each
director not less than 48 hours before the time when the meeting
is to be held. A notice of a meeting of directors need not
specify the purpose of or the business to be transacted at the
meeting except where section 115(3) of the Act requires such
purpose or business to be specified, including any proposal to:
(a) submit to the shareholders any question or matter
requiring approval of the shareholders;
(b) fill a vacancy among the directors or in the office of
auditor;
(c) issue securities;
(d) declare dividends;
(e) purchase, redeem, or otherwise acquire shares of the
Corporation;
(f) pay a commission for the sale of shares;
(g) approve a management proxy circular;
(h) approve any annual financial statements; or
(i) adopt, amend or repeal By-Laws.
A director may in any manner waive notice of or otherwise consent
to a meeting of the Board either before or after the convening of
the meeting.
4.12 Regular Meetings - The Board may by resolution appoint a day
or days in any month or months for regular meetings of the Board
at a place and hour to be named in the resolution. No notice
will be required for any such regular meeting.
4.13 First Meeting of New Board - Provided a quorum of directors
is present, each newly elected Board may without notice hold its
first meeting immediately following the meeting of shareholders
at which such Board or portion thereof is elected.
4.14 Adjourned Meeting - Notice of an adjourned meeting of the
Board is not required if the time and place of the adjourned
meeting is announced at the original meeting.
4.15 Chairman - The chairman of any meeting of the Board will be
the first 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, managing director, president, or
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a vice-president who is a director. If no such officer is
present, the directors present will choose one of their number to
be chairman.
4.16 Votes to Govern - At all meetings of the Board every
question will be decided by a majority of the votes cast on the
question. In cases of an equality of votes the chairman of the
meeting will be entitled to a second or casting vote.
4.17 Conflict of Interest - A director or officer who is a party
to, or who 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 will 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 will 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,
and a director interested in a contract so referred to the Board
will not vote on any resolution to approve the same except as
provided by the Act.
4.18 Remuneration and Expenses - The directors will be paid such
remuneration for their services as the Board may from time to
time determine. The directors will also be entitled to be
reimbursed for travelling and other expenses properly incurred by
them in attending meetings of the Board or any committee thereof.
Nothing herein contained will preclude any director from serving
the Corporation in any other capacity and receiving remuneration
therefore.
4.19 Alternate Director (a) Any director (the "Appointor") may
from time to time by written notice to the Corporation appoint
any person (the "Appointee") to be his alternate director
provided that the directors approve of such appointment by
resolution. Such approval will not be required if a director is
appointed alternate director for another director. A person,
including a director, may be appointed as an alternate director
by more than one director.
(b) The Appointee while he holds office as an alternate
director will be entitled and authorized:
(i) if expressly so specified by the Appointor in the
instrument appointing the Appointee, to receive notice
of meetings of the directors, and notice of meetings of
all committees of which the Appointor is a member;
(ii) to attend and vote as a director at meetings of
the directors in the absence of the Appointor;
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(iii) to attend and vote at meetings of all committees
of which the Appointor is a member, in the absence of
the Appointor;
(iv) execute consents to resolutions in writing of the
directors and such committees, in substitution for the
Appointor; and
(v) if expressly so authorized by the Appointor in the
instrument appointing the Appointee, to execute all
documents, instruments and writings under the seal of
the Corporation or otherwise which the Appointor is
authorized to execute on behalf of the Corporation, in
substitution for the Appointor,
and for the purposes thereof the Appointee will be deemed to
be a director. He will not be deemed to be the agent of the
Appointor.
(c) The Appointee will have a separate vote on behalf of
each director for whom he is an alternate director. If the
Appointee is also a director, the Appointee will be counted
separately in determining the quorum of a meeting and will
have a separate vote on behalf of each director for whom he
is an alternate director in addition to being so counted and
voting in his own right as a director.
(d) The Appointee will not be entitled to be remunerated as
an alternate director otherwise than out of the remuneration
of the Appointor.
(e) No person will act as an alternate director unless he
qualifies under the Act to act as a director of the
Corporation and has consented in writing to his appointment.
(f) An Appointee's appointment as an alternate director will
terminate if:
(i) the Appointor gives written notice revoking the
Appointee's appointment; or
(ii) the Appointee resigns; or
(iii) the Appointor ceases for any reason to be a
director; or
(iv) the Appointee ceases to be qualified under the Act
to act as a director; or
(v) the term of the Appointee's appointment, if any,
expires.
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(g) Any Appointor may make or revoke an appointment of an
Appointee by notice in writing delivered to, mailed to or
transmitted by telegram, cable or telecopier to the
registered office of the Corporation, delivery, postage or
transmission charges prepaid.
Section Five
COMMITTEES
5.01 Committee of Directors
(a) The Board may appoint one or more committees of
directors, however designated, and delegate to such
committee any of the powers of the Board except those which,
under the Act, a committee of directors has no authority to
exercise.
(b) The directors may by resolution appoint an executive
committee to consist of such member or members of their body
as they think fit, which committee will have, and may
exercise during the intervals between the meetings of the
Board, all the powers vested in the Board except the power
to fill vacancies in the Board, the power to change the
membership of, or fill vacancies in, such committee or any
other committee of the Board and such other powers, if any,
as may be specified in the resolution. The committee will
keep regular minutes of its transactions and will cause them
to be recorded in books kept for that purpose, and will
report the same to the Board at such times as the Board may
from time to time require. The Board will have the power at
any time to revoke or override the authority given to or
acts done by the executive committee except as to acts done
before such revocation or overriding and to terminate the
appointment or change the membership of such committee and
to fill vacancies in it. The executive committee may make
rules for the conduct of its business and may appoint such
assistants as it may deem necessary. A majority of the
members of a committee will constitute a quorum thereof.
(c) The directors may from time to time by resolution
constitute, dissolve or reconstitute standing committees and
other committees consisting of such persons as the Board may
determine. Every committee constituted by the Board will
have the powers, authorities and discretions delegated to it
by the Board (which will not include the power to fill
vacancies in the Board and the power to change the
membership of or fill vacancies in any committee constituted
by the Board or the power to appoint or remove officers
appointed by the Board) and will conform to the regulations
which may from time to time be imposed upon it by the Board.
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(d) The executive committee and any other committee may
meet and adjourn as it thinks proper. Questions arising at
any meeting will be determined by a majority of votes of the
members of the committee present, and in case of an equality
of votes the chairman will not have a second or casting
vote. A resolution approved in writing by all the members
of the executive committee or any other committee will be as
valid and effective as if it had been passed at a
meeting of such committee duly called and constituted.
Such resolution may be in two or more counterparts which
together will be deemed to constitute one resolution in
writing. Such resolution will be filed with the minutes
of the proceedings of the committee and will be
effective on the date stated thereon or on the latest
date stated in any counterpart.
5.02 Transaction of Business - Subject to the provisions of
section 4.07, the powers of a committee of directors may be
exercised by a meeting at which a quorum is present or by
resolution in writing signed by all the 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 - When required by the Act, the Board
will, and at any other time the Board may, elect annually
from among its number an audit committee to be composed of
not fewer than three directors of whom a majority will not be
officers or employees of the Corporation or its affiliates.
The audit committee will have the powers and duties provided
in the Act.
5.04 Procedure - Unless otherwise determined by the Board,
each committee of directors will have the 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
president, chief executive officer 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 provisions of the Act, delegate to
such officers powers to manage the business and affairs of
the Corporation. Subject to sections 6.02 and 6.03, an
officer may but need not be a director and one person may
hold more than one office.
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6.02 Chairman of the Board - The Board may from time to time
also appoint a chairman of the board who will be a director.
The chairman of the board will, when present, preside at all
meetings of the Board, committees of directors and at all
meetings of shareholders. In addition, the Board may assign
to him any of the powers and duties that may by the
provisions of this by-law be assigned to the managing
director or to the president; and he will have such other
powers and duties as the board may specify.
6.03 Managing Director or Chief Executive Officer - The Board
may from time to time appoint a managing director or chief
executive officer who will be a director. Subject to the
authority of the Board, he will have general supervision of
the business and affairs of the Corporation; and he will,
subject to the provisions of the Act, have such other powers
and duties as the Board may specify. During the absence or
disability of the president, or if no president has been
appointed, the managing director or chief executive officer
will also have the powers and duties of the president's
office.
6.04 President - The Board, from time to time, may elect from
among its number, a president. The president, in the absence
or non-appointment of the chairman of the board, will preside
at meetings of the Board and at all meetings of the
shareholders. He will have general and active management of
the business and affairs of the Corporation, and without
limitation to the foregoing:
(a) he will have general supervision and direction of
all the other officers of the Corporation;
(b) he will submit the annual report of the Board, if
any, and the annual balance sheets and financial
statements of the business and affairs and reports on
the financial position of the Corporation as required by
the statutes to the annual general meeting and from time
to time will report to the Board on all matters within
his knowledge which the interest of the Corporation
requires to be brought to their attention; and
(c) he will be ex-officio a member of all standing
committees.
6.05 Vice-President - A vice-president will have such powers
and duties as the Board may specify.
6.06 Secretary - The secretary will attend and be the
secretary of all meetings of the Board, shareholders and
committees of the Board and will enter or cause to be entered
in records kept for that purpose minutes of all proceedings
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thereat; he will give or cause to be given, as and when
instructed, all notices to shareholders, directors, officers,
the auditor and members of the committees of directors; he
will be the custodian of the stamp or mechanical device
generally used for affixing the corporate seal of the
Corporation and of 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 will have such other powers and duties as the Board
may specify.
6.07 Treasurer - The treasurer will keep proper accounting
records in compliance with the Act and will be responsible
for the deposit of money, the safekeeping of securities and
the disbursement of the funds of the Corporation; he will
render to the Board whenever required an account of all his
transactions as treasurer and of the financial position of
the Corporation; and he will have such other powers and
duties as the Board may specify.
6.08 Powers and Duties of Other Officers - The powers and
duties of all other officers will be such as the terms of
their engagement call for or as the Board or the chief
executive officer 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.
6.09 Variation of Powers and Duties - The Board may from time
to time and subject to the provisions of the Act, vary, add
to or limit the powers and duties of any officer.
6.10 Term of Office - The Board, in its discretion, may
remove any officer of the Corporation, without prejudice to
such officer's rights under any employment contract,
otherwise each officer appointed by the Board will hold
office until the earlier of the date his resignation becomes
effective, the date his successor is appointed or he will
cease to be qualified for that office.
6.11 Terms of Employment and Remuneration - The terms of
employment and the remuneration of officers appointed by the
Board will be settled by it from time to time.
6.12 Conflict of Interest - An officer will disclose his
interest in any material contract or proposed material
contract with the Corporation in accordance with section
4.17.
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6.13 Agents and Attorneys - The Board will have power from
time to time to appoint agents or attorneys for the
Corporation in or outside of Canada with such powers of
management or otherwise, including the power to sub-delegate,
as may be thought fit.
6.14 Fidelity Bonds - The Board may require such officers,
employees and agents of the Corporation as the Board deems
advisable to furnish bonds for the faithful discharge of
their powers and duties, in such form and with such surety as
the Board may from time to time determine.
Section Seven
PROTECTION OF DIRECTORS, OFFICERS AND OTHERS
7.01 Limitation of Liability - No director will be liable for
the acts, receipts, neglects or defaults of any other
director or 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 will 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 Corporation will 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 whatever which
will happen in the execution of the duties of his office or
in relation thereto, unless the same are occasioned by his
own wilful neglect or default; provided that nothing herein
will relieve any director or officer from the duty to act in
accordance with the Act and the regulations thereunder or
from liability for any breach thereof.
7.02 Indemnity - Subject to the limitations contained in the
Act, and to the extent he is otherwise fairly and reasonably
entitled thereto, the Corporation will indemnify a 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 (or a person who undertakes or
has undertaken any liability on behalf of the Corporation or
any such body corporate) and his heirs and legal
representatives, against all costs, charges and expenses,
including an amount paid to settle an action or satisfy a
judgment, reasonably incurred by him in respect of any civil,
criminal or administrative action or proceeding to which he
is made a party by reason of being or having been a director
or officer of the Corporation or such body corporate, if
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(a) he acted honestly and in good faith with a view to
the best interests of the Corporation; and
(b) in the case of a criminal or administrative action
or proceeding that is enforced by a monetary penalty, he
had reasonable grounds for believing that his conduct
was lawful.
7.03 Insurance - Subject to the limitations contained in the
Act, the Corporation may purchase and maintain such insurance
for the benefit of its directors and officers as such, as the
Board may from time to time determine.
Section Eight
SHARES
8.01 Allotment and Issue - 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 at such
times and to such persons and for such consideration as the
Board will determine, provided that no share will be issued
until it is fully paid as prescribed by the Act. Subject to
the Articles, no holder of any class of share of the capital
of the Corporation will be entitled as of right to subscribe
for, purchase or receive any part of any new or additional
issue of shares of any class, or any bonds, debentures or
other securities convertible into shares of any class.
8.02 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 for any such shares.
8.03 Registration of Transfer
(a) Subject to the provisions of the Act, no transfer of
shares will be registered in a securities register
except upon presentation of the certificate representing
such shares with a transfer endorsed thereon or
delivered therewith duly executed by the registered
holder or by his attorney or successor duly appointed,
together with such reasonable assurance or evidence of
signature, identification and authority to transfer as
the Board may from time to time prescribe, upon payment
of all applicable taxes and any fees prescribed by the
Board, upon compliance with such restrictions on
transfer, if any, as are authorized by the Articles, and
upon satisfaction of any lien referred to in section
8.05.
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(b) The signature of the registered owner of any shares,
or of his duly authorized attorney, upon an authorized
instrument of transfer will constitute a complete and
sufficient authority to the Corporation, its directors,
officers and agents to register, in the name of the
transferee as named in the instrument of transfer, the
number of shares specified therein or, if no number is
specified, all the shares of the registered owner
represented by share certificates deposited with the
instrument of transfer. If no transferee is named in
the instrument of transfer, the instrument of transfer
will constitute a complete and sufficient authority to
the corporation, its directors, officers and agents to
register, in the name of the person in whose behalf any
certificate for the shares to be transferred is
deposited with the Corporation for the purpose of
having the transfer registered, the number of shares
specified in the instrument of transfer or, if no number
is specified, all the shares represented by all share
certificates deposited with the instrument of transfer.
(c) Neither the Corporation nor any director, officer or
agent thereof will be bound to inquire into the title of
the person named in the form of transfer as transferee,
or, if no person is named therein as transferee, of the
person on whose behalf the certificate is deposited with
the Corporation for the purpose of having the transfer
registered or be liable to any claim by such registered
owner or by any intermediate owner or holder of the
certificate or of any of the shares represented thereby
or any interest therein for registering the transfer,
and the transfer, when registered, will confer upon the
person in whose name the shares have been registered a
valid title to such shares.
(d) Every instrument of transfer will be executed by the
transferor and left at the registered office of the
Corporation or at the office of its transfer agent or
branch 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 branch transfer agent
or registrar or branch registrar may require to prove
the title of the transferor or his right to transfer the
shares and the right of the transferee to have the
transfer registered. All instruments of transfer where
the transfer is registered will be retained by the
Corporation or its transfer agent or branch transfer
agent or registrar or branch\registrar and any
instrument of transfer, where the transfer is not
registered, will be returned to the person depositing
the same together with the share certificate which
accompanied the same when tendered for registration.
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(e) There will be paid to the Corporation in respect of
the registration of any transfer such sum, if any, as
the directors may from time to time determine.
8.04 Transfer Agents and Registrars - The Board may from time
to time appoint a registrar to maintain the securities
register and a transfer agent to maintain the register of
transfers and may also appoint one or more branch registrars
to maintain branch securities registers and one or more
branch transfer agents to maintain branch registers of
transfer, but one person may be appointed both registrar and
transfer agent. The Board may at any time terminate any such
appointment.
8.05 Lien for Indebtedness - If the Articles provide that the
Corporation will have a lien on shares registered in the name
of a Shareholder indebted to the Corporation, such lien may
be enforced, subject to any other provision of the Articles,
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, may refuse to
register a transfer of the whole or any part of such shares.
8.06 Non-Recognition of Trusts - Subject to the provisions of
the Act, the Corporation will treat as absolute owner of the
share the person in whose name the share is registered in the
securities register as if that person had full legal capacity
and authority to exercise all rights of ownership, regardless
of any indication to the contrary through knowledge or notice
or description in the Corporation's records or on the share
certificate.
8.07 Share Certificates - Every holder of one or more shares
of the Corporation will be entitled, at his option, to a
share certificate, or to a non-transferable written
acknowledgement of his right to obtain a share certificate,
stating the number and list or series of shares held by him
as shown on the securities register. Share certificates and
acknowledgements of a Shareholder's right to a share
certificate, respectively, will be in such form as the Board
will from time to time approve. Any share certificate will
be signed in accordance with section 2.04 and need not be
under the corporate seal; provided that, unless the Board
otherwise determines, certificates representing shares in
respect of which a transfer agent or registrar has been
appointed will 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 share
certificates which are not valid unless countersigned by or
on behalf of a transfer agent or registrar, the signatures of
both signing officers, may be printed or mechanically
reproduced in facsimile upon share certificates and every
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such facsimile signature will for all purposes be deemed to
be the signature of the officer whose signature it reproduces
and will be binding upon the Corporation. A share
certificate executed as aforesaid will 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.
8.08 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 certificate in
lieu of and upon cancellation of a share certificate that has
been mutilated or in substitution for a share certificate
claimed to have been lost, destroyed or wrongfully taken or
which does not comply as to form with the requirements from
time to time of the Act in this regard, on payment of such
fee as the Board may direct 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.
8.09 Joint Shareholders - If two or more persons are
registered as joint holders of any share, the Corporation
will not be bound to issue more than one certificate in
respect thereof, and delivery of such certificate to one of
such persons will 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. Joint shareholders may
collectively designate in writing an address as their
recorded address for service of notice and payment of
dividends but in default of such designation the address of
the first named joint shareholder will be deemed to be the
recorded address aforesaid.
8.10 Deceased Shareholders - In the event of the death of a
holder, or of one of the joint holders, of any share, the
Corporation will not be required to make any entry in the
securities register in respect thereof or to make payment of
any dividends thereon 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.
Section Nine
DIVIDENDS AND RIGHTS
9.01 Dividends - Subject to the provisions of the Act, the
Board may from time to time declare dividends payable to the
shareholders according to their respective rights and
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interest in the Corporation. Dividends may be paid in money
or property or by issuing fully paid shares of the
Corporation.
9.02 Dividend Cheques - A dividend payable in cash will be
paid by cheque drawn on the Corporation's bankers or one of
them to the order of each registered holder of shares of the
class or series in respect of which 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 will, 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, will 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.
9.03 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 will 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.
9.04 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 right to subscribe
for securities of 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, provided that, where the Corporation is a
distributing corporation for purposes of the Act, notice of
any such record date is given not less than seven days before
such record date by newspaper advertisement and otherwise in
the manner provided in the Act. Where no record date is
fixed in advance as aforesaid, 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 will 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.
9.05 Unclaimed Dividends - Any dividend unclaimed after a
period of six years from the date on which the same has been
declared to be payable will be forfeited and will revert to
the Corporation.
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Section Ten
MEETINGS OF SHAREHOLDERS
10.01 Annual Meetings - The annual meeting of
shareholders will be held at such time in each year and,
subject to the Act and to section 10.04, at such place as the
Board, the chairman of the board, the managing director 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 auditors and for the
transaction of such other business as may properly be brought
before the meeting.
10.02 Special Meetings - The Board, the chairman of the
board, the managing director or the president will have power
to call a special meeting of shareholders at any time.
10.03 Special Business - All business transacted at a
special meeting of shareholders and all business transacted
at an annual meeting of shareholders, except consideration of
the financial statements, auditors reports, election of
directors and reappointment of the incumbent auditors, is
deemed to be special business.
10.04 Place of Meeting - Subject to the Articles, meetings of
shareholders may be held at Vancouver, British Columbia or
such other place or places as the directors in their absolute
discretion may determine from time to time.
10.05 Notice of Meeting - Notice of the time and place of
each meeting of shareholders will be given in the manner
provided in section 12.01 not less than twenty-one nor more
than fifty days before the date of the meeting to each
director, to the auditor and to each shareholder who at the
close of business on the record date, if any, 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 re-appointment of
the incumbent auditor will state the nature of such business
in sufficient detail to permit the shareholder to form a
reasoned judgment thereon and will state the text of any
special resolution to be submitted to the meeting. A
shareholder and any other person entitled to attend a meeting
of shareholders may in any manner waive notice of or
otherwise consent to a meeting of shareholders.
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10.06 List of Shareholders Entitled to Notice - For every
meeting of shareholders, at any time that the Corporation has
more than fifteen shareholders entitled to vote at a meeting
of shareholders, the Corporation will prepare a list of
shareholders entitled to receive notice of the meeting,
arranged in alphabetical order and showing the number of
shares entitled to vote at the meeting held by each
shareholder. If a record date for the meeting is fixed
pursuant to section 10.07, the shareholders listed will be
those registered or constructively registered pursuant to the
Act at the close of business of the record date, such list to
be prepared on a day not later than ten days after such
record date. If no record date is fixed, the list of
shareholders will be prepared no later than 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, the day on which the meeting is held. The list will
be available for examination by any shareholder during usual
business hours at the records office of the Corporation or at
the place where the central securities register is kept and
at the place where the meeting is held.
10.07 Record Date for Notice - The Board may fix in
advance a record date, preceding the date of any meeting of
Shareholders by not more than fifty days and not less than
twenty-one days for the determination of the shareholders
entitled to notice of the meeting, provided that notice of
any such record date is given, not less than seven days
before such record date, by newspaper advertisement in the
manner provided in the Act. If no record date is so fixed,
the record date for the determination of the shareholders
entitled to notice of the meeting will be 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 on
which the meeting is held.
10.08 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 represented by proxy or if those
not present or represented by proxy waive notice of or
otherwise consented to such meeting being held, and
(b) if the auditor and the directors are present or
waived notice of or otherwise consent to such meeting
being held.
At such 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 the Yukon Territory,
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shareholders not present or represented by proxy, but who
have waived notice of or otherwise consented to such meeting,
will also be deemed to have consented to the meeting being
held at such place.
10.09 Meetings by Telephone - If a majority of the
shareholders consent, a shareholder may participate in a
meeting of shareholders by means of such telephone or other
communications facilities as permit all persons participating
in the meeting to hear each other, and a shareholder
participating in such a meeting by such consent will be
effective whether given before or after the meeting to which
it relates.
10.10 Chairman, Secretary and Scrutineers - The chairman
of any meeting of shareholders will be the first mentioned of
such of the following officers as having been appointed and
who is present at the meeting: chairman of the board,
president, managing director, or a vice-president. If no
such officer is present within fifteen minutes from the time
fixed for holding the meeting, the persons present and
entitled to vote will choose one of their number to be
chairman. If the secretary of the Corporation is absent or
otherwise declines to act, the chairman will 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.
10.11 Persons Entitled to be Present - The only persons
entitled to be present at a meeting of shareholders will 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 provision of the Act
or the Articles or By-Laws to be present at the meeting. Any
other person may be admitted only on the invitation of the
chairman of the meeting or with the consent of the meeting.
10.12 Quorum - Save as herein otherwise provided, a
quorum will be two shareholders or proxyholders present
representing a minimum of five percent of the issued voting
shares in the Corporation. If there is only one shareholder,
the quorum is one person present and being, or representing
by proxy, such shareholder. The directors, the secretary or,
in his absence, an assistant secretary, and the solicitor of
the Corporation will be entitled to attend at any general
meeting but no such person will be counted in the quorum or
be entitled to vote at any general meeting unless he is a
shareholder or proxyholder entitled to vote thereat. If a
quorum is present at the opening of any meeting of
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shareholders, the shareholders present or represented by
proxy may proceed with the business of the meeting
notwithstanding that a quorum is not present throughout the
meeting.
10.13 Right to Vote - Record Date for Voting - Subject to
the provisions of the Act as to authorized representative of
any other body corporate, at any meeting of shareholders in
respect of which the Corporation has prepared the list
referred to in section 10.06, every person who is named in
such list will be entitled to vote the shares shown thereon
opposite his name except, where the Corporation has fixed a
record date in respect of such meeting pursuant to section
10.07, to the extent that such person has transferred any of
his shares after such record date and the transferee, upon
producing properly endorsed certificates evidencing such
shares or otherwise establishing that he owns such shares,
demands not later than ten days before the meeting that his
name be included in such list, in which event the transferee
alone will be entitled to vote the transferred shares at the
meeting. Where no record date for notice has been fixed and
no notice of meeting given, or in the absence of a list
prepared as aforesaid in respect of a meeting of
shareholders, every person will be entitled to vote at the
meeting who at the time is entered in the securities register
as the holder of one or more shares carrying the right to
vote at such meeting.
10.14 Proxies
(a) Every shareholder entitled to vote at a meeting of
shareholders, may appoint a proxyholder, or one or more
alternate proxyholders, who need not be shareholders, to
attend and act at the meeting in the manner and to the
extent authorized and with the authority conferred by
the proxy. A proxy will be in writing executed by the
shareholder or his attorney and will conform with the
requirements of the Act. An instrument of proxy will be
valid only at the meeting in respect of which it is
given or any adjournment thereof.
(b) Any corporation, other than a Prohibited Corporate
Shareholder, which is a shareholder of the Corporation
may by resolution of its directors or other governing
body authorize such person as it thinks fit to act as
its representative at any meeting. The person so
authorized will be entitled to exercise in respect of
and at such meeting the same powers on behalf of the
corporation which he represents as that corporation
could exercise if it were an individual member of the
Corporation personally present, including, without
limitation, the right, unless restricted by such
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resolution, to appoint a proxyholder to represent such
corporation, and will, if present at the meeting, be
counted for the purpose of forming a quorum and be
deemed to be a member present at the meeting. Evidence
of the appointment of any such representative may be
sent to the Corporation by written instrument, telegram,
telex, facsimile or any method of transmitting legibly
recorded messages.
10.15 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 forty-eight
hours exclusive of non-business days, before which time
proxies to be used at such meeting must be deposited. A
proxy will be acted upon only if, prior to the time so
specified, it will have been deposited by written instrument,
telegram, telex, facsimile or any method of transmitting
legibly recorded messages with the Corporation or an agent
thereof specified in such notice or, if no such time is
specified in such notice, unless it has been received by the
secretary of the Corporation or by the Chairman of the
meeting or any adjournment thereof before the time of voting.
10.16 Joint Shareholders - If two or more persons hold
shares jointly, any one of them present in person or
represented by proxy 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 by
proxy and vote, they will vote as one on the shares jointly
held by them and in the absence of agreement between those so
voting the person named first in the Register will vote the
shares.
10.17 Votes to Govern - At any meeting of shareholders
every question will, unless otherwise required by the
Articles or By-Laws or by law, be determined by the 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 will be entitled to a second or
casting vote.
10.18 Motion - The chairman may propose or second a
motion.
10.19 Show of Hands - Subject to the provisions of the
Act any question at a meeting of shareholders will be decided
by a show of hands unless a ballot thereon is required or
demanded as hereinafter provided. Upon a show of hands,
every person who is present and entitled to vote will have
one vote. Whenever a vote by show of hands will have been
taken upon a question, unless a ballot thereon is so required
or demanded, a declaration by the chairman of the meeting
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that the vote upon the question has been carried or carried
by a particular majority or not carried, an entry to that
effect in the minutes of the meeting will be conclusive
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 such question,
and the result of the vote so taken will be the decision of
the shareholders upon such question.
10.20 Ballots
(a) On any question proposed for consideration at a
meeting of shareholders, and whether or not a show of
hands has been taken thereof, any shareholder or
proxyholder entitled to vote at the meeting may require
or demand a ballot. A ballot so required or demanded
will be taken in such manner as the chairman will
direct. A requirement or demand for a ballot may be
withdrawn at any time before the taking of the ballot.
If a ballot is taken each person present will 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 will be the decision of
the shareholders upon the said question.
(b) No ballot may be demanded on the election of a
chairman. A ballot demanded on a question of
adjournment will be taken forthwith. A ballot demanded
on any other question will be taken as soon as, in the
opinion of the chairman, is reasonably convenient, but
in no event later than seven days after the meeting and
at such time and place and in such manner as the
chairman of the meeting directs. The result of the
ballot will be deemed to be the resolution of and passed
at the meeting at which the ballot was demanded. Any
business other than that upon which the ballot has been
demanded may be proceeded with pending the taking of the
ballot. In any dispute as to the admission or rejection
of a vote the decision of the chairman made in good
faith will be final and conclusive.
10.21 Adjournment - If a meeting of shareholders is
adjourned for less than thirty days, it will not be necessary
to give notice of the adjourned meeting, other than by
announcement at the earliest meeting that it is adjourned.
If a meeting of Shareholders is adjourned by one or more
adjournments for an aggregate of thirty days or more, notice
of the adjourned meeting will be given as for an original
meeting. At any such adjourned meeting no business will be
transacted other than business left unfinished at the meeting
from which the adjournment took place.
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10.22 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
had been passed at a meeting of the shareholders, and will be
held to relate to any date therein stated to be the effective
date thereof.
10.23 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 person or by
proxy constitutes a meeting.
10.24 Only Two Shareholders - Where the Corporation has
only two shareholders a quorum for transaction of business at
any meeting of shareholders will be one person present in
person, being a shareholder entitled to vote thereat, or a
duly appointed proxy of such shareholder, holding not less
than ten percent of the outstanding shares of the Corporation
entitled to vote at the meeting.
Section Eleven
DIVISIONS AND DEPARTMENTS
11.01 Creation and Consolidation of Divisions - The Board
may cause the business and operations of the Corporation or
any part thereof to be divided or to be segregated into one
or more divisions upon such basis, including without
limitation, character or type of operation, geographical
territory, product manufactured or service rendered, as the
Board may consider appropriate in each case. The Board may
also cause the business and operations of any such division
to be further divided into sub-units and the business and
operations of any such divisions or sub-units to be
consolidated upon such basis as the Board may consider
appropriate in each case.
11.02 Name of Division - Subject to the Act any division
or its sub-units may be designated by such name as the Board
may from time to time determine and may transact business,
enter into contracts, sign cheques and other documents of any
kind and do all acts and things under such name, provided
that the Corporation will 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. Any such contract, cheque or
documents will be binding upon the Corporation as if it had
been entered into or signed in the name of the Corporation.
11.03 Officers of Division - From time to time the Board
or if authorized by the Board, the president or chief
executive officer, may appoint one or more officers for any
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division, prescribe their powers and duties and settle their
terms of employment and remuneration. The Board or, if
authorized by the Board, the president or chief executive
officer, may remove at its or his pleasure any Officers so
appointed, without prejudice to such Officer's right under
any employment contract. Officers of divisions or their
sub-units will not, as such, be officers of the Corporation.
Section Twelve
NOTICES
12.01 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 directors will be sufficiently given
if delivered personally to the person to whom it is to be
given or if delivered to his recorded address by any means of
prepaid transmitted or recorded communication. A notice so
delivered will be deemed to have been given when it is
delivered personally or to the recorded address as aforesaid;
a notice so mailed will be deemed to have been received by
him at the time it would be delivered in the ordinary course
of mails; and a notice so sent by any means of transmitted or
recorded communication will be deemed to have been given when
dispatched or delivered to the appropriate communication
corporation or agency or its representative for dispatch.
Subject to the Act, a notice of meeting of shareholders will
be deemed to have been sent to the Shareholder on the day on
which it is deposited in the mail. The secretary may change
or cause to be changed the recorded address of any
shareholder, director, officer, auditor or member of a
committee of directors in accordance with any information
believed by him to be reliable.
12.02 Notice to Joint Shareholders - If two or more
persons are registered as joint holders of any share, any
notice will be addressed to all of such joint holders but
notice given to any one or more of such persons at the
recorded address for such joint shareholders will be
sufficient notice to all of them.
12.03 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 will be excluded and the
date of the meeting or other event in respect of which the
notice is being given will be included.
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12.04 Undelivered Notices - If any notice given to a
shareholder pursuant to section 12.01 is returned on three
consecutive occasions because he cannot be found or served or
is unknown at his recorded address, the Corporation will not
be required to give any further notices to such shareholder
until he informs the Corporation in writing of his new
recorded address.
12.05 Proof of Service - A certificate of the secretary
or other duly authorized officer of the Corporation in office
at the time of the making of the certificate, or of any agent
of the Corporation as to the facts in relation to the mailing
or delivery or sending of any notice to any shareholder,
director, the auditors, or conclusive evidence thereof and
will be binding on every shareholder, director, the auditors
or any officer of the Corporation as the case may be.
12.06 Omissions and Errors - The accidental omission to
give any notice to any shareholder, director, officer,
auditor or member of a committee of directors or the non-receipt
of any notice by any such person or any error in any
notice not affecting the substance thereof will not
invalidate any action taken at any meeting held pursuant to
such notice or otherwise founded thereon.
12.07 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, will become
entitled to any share, will be bound by every notice in
respect of such share which will have been duly given to the
shareholder from whom he derives his title prior to such
person's 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 became so entitled) and
before his furnishing to the Corporation the proof of
authority or evidence of his entitlement prescribed by the
Act.
12.08 Waiver of Notice - Any shareholder (or his duly
appointed proxyholder), director, officer, auditor or member
of a committee of directors may at any time waive the sending
of any notice, or waive or abridge the time for any notice,
required to be given to him under any provision of the Act,
the regulations thereunder, the Articles, the By-Laws or
otherwise and such waiver or abridgement will cure any
default in the giving or the time of such notice, as the case
may be. Any such waiver or abridgement will be in writing
except a waiver of notice of a meeting of shareholders or of
the Board which may be given in any manner.
155
ENACTED by the Board as at September 25, 1997.
___________________________________
Chairman of the Board
CONFIRMED by the Shareholders in accordance with the Act on
______________, 1998
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Chairman of the Shareholders' Meeting