EXHIBIT 3.3
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BY-LAW NO. 2002-1
OF
SAND TECHNOLOGY INC.
(the "Corporation")
1. REGISTERED OFFICE
1.1 The registered office of the Corporation shall be in the province or
territory of Canada specified in the Articles of the Corporation and at
such location in that province or territory as the directors may from
time to time determine.
2. CORPORATE SEAL
2.1 The directors may, but need not, adopt a corporate seal, and may change
a corporate seal that is adopted.
3. DIRECTORS
3.1 NUMBER AND QUORUM. The number of directors shall be determined by the
directors but shall be not fewer than the minimum and not more than the
maximum provided in the Articles of the Corporation. A majority of
directors or such greater or lesser number as the directors may from
time to time determine shall constitute a quorum for the transaction of
business at any meeting of directors.
3.2 QUALIFICATION. No person shall be qualified to be a director if that
person is less than eighteen years of age, is of unsound mind and has
been so found by a court in Canada or elsewhere, or has the status of a
bankrupt. At least twenty-five per cent of the directors shall be
resident Canadians.
3.3 ELECTION AND TERM OF OFFICE. The directors shall be elected at each
annual meeting of shareholders of the Corporation and each director
shall hold office until the close of the first annual meeting following
the director's election; provided that if an election of directors is
not held at an annual meeting of shareholders, the directors then in
office shall continue in office until their successors are elected.
Retiring directors are eligible for re-election.
3.4 VACATION OF OFFICE. A director ceases to hold office if the director
dies, is removed from office by the shareholders, ceases to be
qualified for election as a director or resigns by a written
resignation received by the Corporation. A written resignation of a
director becomes effective at the time it is received by the
Corporation, or at the time specified in the resignation, whichever is
later.
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3.5 REMOVAL OF DIRECTORS. The shareholders may by ordinary resolution at a
special meeting of shareholders remove any director or directors from
office provided that where the holders of any class or series of shares
have an exclusive right to elect one or more directors, a director so
elected may only be removed by an ordinary resolution at a meeting of
the shareholders of that class or series. A vacancy created by the
removal of a director may be filled at the meeting of the shareholders
at which the director is removed.
3.6 VACANCIES. Subject to the Act, a quorum of directors may fill a vacancy
among the directors. A director appointed or elected to fill a vacancy
holds office for the unexpired term of the director's predecessor. The
directors may, in addition to filling vacancies on the board of
directors, appoint one or more directors, who shall hold office for a
term expiring not later than the close of the next annual meeting of
shareholders of the Corporation, but the total number of directors so
appointed may not exceed one third of the number of directors elected
at the previous annual meeting of shareholders and the total number of
directors may not exceed the maximum number of directors authorized by
the Articles of the Corporation.
3.7 ACTION BY DIRECTORS. The directors shall manage, or supervise the
management of, the business and affairs of the Corporation. Subject to
sections 3.8. and 3.9, the powers of the directors may be exercised at
a meeting at which a quorum is present or by resolution in writing
signed by all the directors entitled to vote on that resolution at a
meeting of the directors. Where there is a vacancy in the board of
directors the remaining directors may exercise all the powers of the
board so long as a quorum remains in office.
3.8 CANADIAN RESIDENTS REQUIRED AT MEETINGS. The directors shall not
transact business at a meeting other than filling a vacancy in the
board unless at least twenty-five per cent of the directors (the
"required number") present are resident Canadians or if a resident
Canadian director who is unable to be present approves in writing or by
telephonic, electronic or other communication facility the business
transacted at the meeting and the required number of resident Canadians
would have been present had that director been present at the meeting.
3.9 MEETING BY TELEPHONIC OR ELECTRONIC FACILITY. If all the directors of
the Corporation consent, a meeting of directors or of a committee of
directors may be held by means of a telephonic, electronic or other
communication facility that permits all persons participating in the
meeting to communicate adequately with each other, and a director
participating in a meeting by such means is deemed to be present at
that meeting.
3.10 PLACE OF MEETINGS. Meetings of directors may be held at any place
within or outside of Canada.
3.11 CALLING OF MEETINGS. Meetings of the directors shall be held at such
time and place as the Chair of the Board, the President or any two
directors may determine.
3.12 NOTICE OF MEETING. Notice of the time and place of each meeting of
directors shall be given to each director by telephone not less than
48 hours before the time of the meeting or by written notice not less
than four days before the day of the meeting and, subject to the Act,
need not specify the purpose of or the business to be transacted at the
meeting. Meetings
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of the directors may be held at any time without notice if all the
directors have waived or are deemed to have waived notice.
3.13 FIRST MEETING OF NEW BOARD. No notice shall be necessary for the first
meeting of newly-elected directors held immediately following their
election at a meeting of shareholders.
3.14 ADJOURNED MEETING. Notice of an adjourned meeting of directors is not
required if the time and place of the adjourned meeting is announced at
the original meeting.
3.15 REGULAR MEETINGS. The directors may appoint a day or days in any month
or months for regular meetings and shall designate the place and time
at which such meetings are to be held. A copy of any resolution of
directors fixing the place and time of regular meetings of the board
shall be sent to each director forthwith after being passed, and no
other notice shall be required for any such regular meeting.
3.16 CHAIR. The Chair of the Board, or in the Chair's absence the President
if a director, or in the President's absence a director chosen by the
directors at the meeting shall be the chair of any meeting of
directors.
3.17 VOTING AT MEETING. Questions arising at any meeting of directors shall
be decided by a majority of votes. In the case of an equality of votes,
the chair of the meeting shall not have a second or casting vote.
3.18 CONFLICT OF INTEREST. A director or officer who is a party to, or who
is a director or officer or is acting in a similar capacity of, or has
a material interest in, a party to a material contract or material
transaction, whether entered into or proposed, with the Corporation
shall disclose the nature and extent of the director's or officer's
interest at the time and in the manner provided by the Act.
3.19 REMUNERATION AND EXPENSES. The directors shall be paid such
remuneration as the directors may from time to time by resolution
determine. The directors shall also be entitled to be paid their
travelling and other expenses properly incurred by them in going to,
attending and returning from meetings of directors or committees of
directors. A director or officer of the Corporation may be employed by
or perform services for the Corporation otherwise than as a director or
officer, and may be a member of a firm or a shareholder, director or
officer of a body corporate which is employed by or performs services
for the Corporation, and such a director, officer, firm or body
corporate may receive proper remuneration for this employment
or services.
4. COMMITTEES
4.1 COMMITTEES OF DIRECTORS. The directors may appoint from among their
number one or more committees of directors and delegate to them any of
the powers of the directors except those which under the Act a
committee of directors has no authority to exercise.
4.2 AUDIT COMMITTEE. The directors shall appoint from among their number an
audit committee composed of not fewer than three directors. The audit
committee shall review the financial statements of the Corporation and
shall report thereon to the directors of the Corporation
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before such financial statements are approved by the directors. The
auditor of the Corporation is entitled to receive notice of every
meeting of the audit committee and, at the expense of the Corporation,
to attend and be heard thereat; and, if so requested by a member of the
audit committee, shall attend every meeting of the committee held
during the term of office of the auditor. The auditor of the
Corporation or any member of the audit committee may call a meeting of
the committee.
4.3 TRANSACTION OF BUSINESS. Subject to section 3.9, the powers of a
committee appointed by the directors may be exercised at a meeting at
which a quorum is present or by resolution in writing signed by all
members of the committee entitled to vote on that resolution at a
meeting of the committee. Meetings of a committee may be held at any
place in or outside Canada.
4.4 PROCEDURE. Unless otherwise determined by the directors, each committee
shall have the power to fix its quorum and to regulate its procedure.
5. OFFICERS
5.1 GENERAL. The directors may from time to time appoint a Chair of the
Board, a President, one or more Vice-Presidents, a Secretary, a
Treasurer and such other officers as the directors may determine,
including one or more assistants to any of the officers so appointed.
The officers so appointed may but need not be members of the board of
directors except as provided in sections 5.3 and 5.4.
5.2 TERM OF OFFICE. Any officer may be removed by the directors at any time
but such removal shall not affect the rights of that officer under any
contract of employment with the Corporation. Otherwise, each officer
shall hold office until the officer's successor is appointed.
5.3 THE CHAIR OF THE BOARD. The Chair of the Board, if any, shall be
appointed from among the directors and shall, when present, be chair of
meetings of shareholders and directors and shall have such other powers
and duties as the directors may determine.
5.4 THE PRESIDENT. Unless the directors otherwise determine, the President
shall be the chief executive officer of the Corporation and shall have
general supervision of its business and affairs and in the absence of
the Chair of the Board shall be chair at meetings of shareholders and
directors when present.
5.5 VICE-PRESIDENT. A Vice-President shall have such powers and duties as
the directors or the President may determine.
5.6 SECRETARY. The Secretary shall give, or cause to be given, all notices
required to be given to shareholders, directors, auditors and members
of committees; shall attend and be secretary of all meetings of
shareholders, directors and committees appointed by the directors and
shall enter or cause to be entered in books kept for that purpose
minutes of all proceedings at such meetings; shall be the custodian of
the corporate seal of the Corporation and of all records, books,
documents and other instruments belonging to the Corporation; and shall
have such other powers and duties as the directors or the President
may determine.
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5.7 TREASURER. The Treasurer shall keep proper books of account and
accounting records with respect to all financial and other transactions
of the Corporation; shall be responsible for the deposit of money, the
safe-keeping of securities and the disbursement of the funds of the
Corporation; shall render to the directors when required an account of
all the Treasurer's transactions and of the financial position of the
Corporation; and the Treasurer shall have such other powers and duties
as the directors or the President may determine.
5.8 OTHER OFFICERS. The powers and duties of all other officers shall be
such as the directors or the President may determine. 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 directors or the
President otherwise direct.
5.9 VARIATION OF DUTIES. The directors may, from time to time, vary, add to
or limit the powers and duties of any officer.
5.10 CONFLICT OF INTEREST. An officer shall disclose the officer's interest
in any material contract or material transaction, whether entered into
or proposed, in accordance with section 3.18.
5.11 AGENTS AND ATTORNEYS. The directors shall have power from time to time
to appoint agents or attorneys for the Corporation within or outside
Canada with such powers (including the power to sub-delegate) of
management, administration or otherwise as the directors may specify.
6. PROTECTION OF DIRECTORS, OFFICERS AND OTHERS
6.1 INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Corporation shall
indemnify a director or officer, a former director or officer or a
person who acts or acted at the request of the Corporation as a
director or officer, or in a similar capacity of another entity, and
the heirs and legal representatives of such a person to the extent
permitted by the Act.
6.2 INSURANCE. The Corporation may purchase and maintain insurance for the
benefit of any person referred to in section 6.1 to the extent
permitted by the Act.
7. MEETINGS OF SHAREHOLDERS
7.1 ANNUAL MEETINGS. The annual meeting of the shareholders shall be held
at the registered office of the Corporation or at such other place
within Canada as the directors may determine, or at any place outside
Canada specified in the Articles of the Corporation or agreed to by all
the shareholders entitled to vote at that meeting, at such time in each
year as the directors may determine, for the purpose of receiving the
reports and statements required to be placed before the shareholders at
an annual meeting, electing directors, appointing auditors, and for the
transaction of such other business as may properly be brought before
the meeting.
7.2 OTHER MEETINGS. The directors shall have power at any time to call a
special meeting of shareholders to be held at such place within Canada
as the directors may determine, or at any place outside Canada
specified in the Articles of the Corporation or agreed to by all the
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shareholders entitled to vote at that meeting, at such time as may be
determined by the board of directors.
7.3 NOTICE OF MEETINGS. Notice of the time and place of a meeting of
shareholders shall be given not less than 21 days nor more than 60 days
before the meeting to each holder of shares carrying voting rights at
the close of business on the record date for notice, to each director
and to the auditor of the Corporation. Notice of a meeting of
shareholders at which special business is to be transacted shall state
the nature of that business in sufficient detail to permit the
shareholder to form a reasoned judgment on the special business and
shall include the text of any special resolution to be submitted to the
meeting. 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, report of the
auditors, election of directors and reappointment of the incumbent
auditors, shall be deemed to be special business.
7.4 RECORD DATE FOR NOTICE. For the purpose of determining shareholders
entitled to receive notice of a meeting of shareholders, the directors
may fix in advance a date as the record date for such determination of
shareholders, but the record date shall not precede by more than
60 days or by less than 21 days the date on which the meeting is to be
held. Where no record date is fixed, the record date for the
determination of shareholders entitled to receive notice of a meeting
of shareholders shall be at the close of business on the day
immediately preceding the day on which the notice is given, or, if no
notice is given, shall be the day on which the meeting is held. If a
record date is fixed, unless notice of the record date is waived in
writing by every holder of a share of the class or series affected
whose name is set out in the securities register at the close of
business on the day the directors fix the record date, notice of the
record date shall be given, not less than seven days before the date so
fixed, by advertisement in a newspaper published or distributed in the
place where the Corporation has its registered office and in each place
in Canada where it has a transfer agent or where a transfer of its
shares may be recorded and by written notice to each stock exchange in
Canada on which the shares of the Corporation are listed for trading.
7.5 RECORD DATE FOR VOTING. For the purpose of determining shareholders
entitled to vote at a meeting of shareholders, the directors may fix in
advance a date as the record date for such determination of
shareholders, but the record date shall not precede by more than
60 days or by less than 21 days the date on which the meeting is to be
held. If a record date is fixed, unless notice of the record date is
waived in writing by every holder of a share of the class or series
affected whose name is set out in the securities register at the close
of business on the day the directors fix the record date, notice of the
record date shall be given, not less than seven days before the date so
fixed, by advertisement in a newspaper published or distributed in the
place where the Corporation has its registered office and in each place
in Canada where it has a transfer agent or where a transfer of its
shares may be recorded and by written notice to each stock exchange in
Canada on which the shares of the Corporation are listed for trading.
7.6 PERSONS ENTITLED TO BE PRESENT. The only persons entitled to be present
at a meeting of shareholders shall be those entitled to vote at the
meeting, the directors, the auditor and other persons who are entitled
or required under any provision of the Act or the artic]es or By-laws
of the Corporation to attend a meeting of shareholders of the
Corporation. Any other
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person may be admitted only on the invitation of the chair of the
meeting or with the consent of the meeting.
7.7 CHAIR. The Chair of the Board, or in the absence of the Chair of the
Board, the President, or in the absence of the President, a person
chosen by a vote at the meeting shall be chair of meetings of
shareholders.
7.8 SCRUTINEERS. At each meeting of shareholders one or more scrutineers,
who need not be shareholders, may be appointed by a resolution or by
the chair with the consent of the meeting.
7.9 QUORUM. A quorum of shareholders is present at a meeting of
shareholders, irrespective of the number of persons actually present at
the meeting, if the holders of not less than 33 1/3% of the shares
entitled to vote at the meeting are present in person or represented by
proxy.
7.10 RIGHT TO RECEIVE NOTICE. The Corporation shall prepare a list of
shareholders entitled to receive notice of a meeting, arranged in
alphabetical order and showing the number of shares held by each
shareholder, which list shall be prepared,
7.10.1 If a record date for notice is fixed under section 7.4, not
later than ten days after that record date; and
7.10.2 if no record date for notice is fixed under section 7.4, on
the record date for notice established under section 7.4.
7.11 RIGHT TO VOTE. The Corporation shall prepare a list of shareholders
entitled to vote at a meeting, arranged in alphabetical order and
showing the number of shares held by each shareholder, which list shall
be prepared,
7.11.1 if a record date for voting is fixed under section 7.5, not
later than ten days after that record date; and
7.11.2 if no record date for voting is fixed, not later than 10 days
after the record date for notice fixed under section 7.4 or,
if no record date for notice was so fixed, then not later than
the record date for notice established under section 7.4, and
in both cases the list shall be prepared as of the record date
for notice.
A shareholder whose name appears in the list prepared under this
section 7.11 is entitled to vote the shares shown opposite that
shareholder's name at the meeting to which the list relates.
7.12 JOINT SHAREHOLDERS. Where two or more persons hold shares jointly, one
of those holders present at a meeting of shareholders may in the
absence of the others vote the shares, but if two or more of those
persons are present, in person or by proxy, they shall vote as one on
the shares jointly held by them.
7.13 REPRESENTATIVES. Where a body corporate or association is a shareholder
of the Corporation, the Corporation shall recognize any individual
authorized by a resolution of the
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directors or governing body of the body corporate or association to
represent it at meetings of shareholders of the Corporation. An
individual so authorized may exercise on behalf of the body corporate
or association the individual represents all the powers it could
exercise if it were an individual shareholder.
7.14 EXECUTORS AND OTHERS. An executor, administrator, committee of a
mentally incompetent person, guardian or trustee and, where a
corporation is such executor, administrator, committee, guardian or
trustee of a testator, intestate, mentally incompetent person, ward or
cestui que trust, any duly appointed representative of such
corporation, upon filing with the secretary of the meeting sufficient
proof of the person's appointment, shall represent the shares in the
person's or its hands at all meetings of shareholders of the
Corporation and may vote accordingly as a shareholder in the same
manner and to the same extent as the shareholder of record. If there be
more than one executor, administrator, committee, guardian or trustee,
the provisions of this By-law respecting joint shareholders shall
apply.
7.15 PROXYHOLDERS. Every shareholder entitled to vote at a meeting of
shareholders may by means of a proxy appoint a proxyholder or one or
more alternate proxyholders, who need not be shareholders, as the
nominee of that shareholder to attend and act at the meeting in the
manner, to the extent and with the authority conferred by the proxy.
A proxyholder or an alternative proxyholder has the same rights as the
shareholder who appointed the proxyholder to speak at a meeting of
shareholders in respect of any matter, to vote by way of ballot at the
meeting and, except where a proxyholder or an alternative proxyholder
has conflicting instructions from more than one shareholder, to vote at
such meeting in respect of any matter by way of any show of hands. A
proxy shall be executed by the shareholder or the attorney of the
shareholder authorized in writing or, if the shareholder is a body
corporate, by an officer or attorney thereof duly authorized and shall
be valid only at the meeting in respect of which it is given or any
adjournment of the meeting. A proxy shall be in such form as may be
prescribed from time to time by the directors or in such other form as
the chair of the meeting may accept and as complies with all applicable
laws and regulations.
7.16 TIME FOR DEPOSIT OF PROXIES. The directors may by resolution fix a time
not exceeding forty-eight hours, excluding Saturdays, Sundays and
holidays, preceding any meeting or adjourned meeting of shareholders
before which time proxies to be used at that meeting must be deposited
with the Corporation or an agent of the Corporation, and any period of
time so fixed shall be specified in the notice calling the meeting.
7.17 VOTES TO GOVERN. Subject to the Act and the Articles of the
Corporation, at all meetings of shareholders every question shall be
decided, either on a show of hands (or its functional equivalent) or by
ballot, by a majority of the votes cast on the question. In case of an
equality of votes, the chair of the meeting shall have a second or
casting vote.
7.18 ELECTRONIC MEETINGS AND VOTING. If the directors or shareholders call a
meeting of shareholders, the directors or shareholders, as the case may
be, may determine that the meeting of shareholders shall be held
entirely by means of a telephonic, electronic or other communication
facility that permits all participants to communicate adequately with
each other during the meeting, and any vote at that meeting of
shareholders shall be held entirely by means of that communication
facility. A meeting of shareholders may also be held at
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which some, but not all, persons entitled to attend may participate and
vote by means of a telephonic, electronic or other communication
facility that permits all participants to communicate adequately with
each other during the meeting/such a communication facility, if the
Corporation makes one available. A person participating in a meeting by
such means is deemed to be present at the meeting. Any vote at a
meeting of shareholders may be also held entirely by means of a
telephonic, electronic or other communication facility, if the
Corporation makes one available, even if none of the persons entitled
to attend otherwise participates in the meeting by means of a
communication facility. For the purpose of voting, a communication
facility that is made available by the Corporation must enable the
votes to be gathered in a manner that permits their subsequent
verification and permits the tallied votes to be presented to the
Corporation without it being possible for the Corporation to identify
how each shareholder or group of shareholders voted.
7.19 SHOW OF HANDS. Voting at a meeting of shareholders shall be by show of
hands, or the functional equivalent of a show of hands by means of
electronic, telephonic or other communication facility, except where a
ballot is demanded by a shareholder or proxyholder entitled to vote at
the meeting or where required by the chair. A ballot may be demanded
either before or after any vote by show of hands, or its functional
equivalent. Upon a show of hands, or its functional equivalent, every
person who is present and entitled to vote shall have one vote.
Whenever a vote by show of hands, or its functional equivalent, shall
have been taken upon a question, unless a ballot be required or
demanded, an entry in the minutes of a meeting of shareholders to the
effect that the chair declared a motion to be carried is admissible in
evidence as prima facie proof of the fact without proof of the number
or proportion of the votes recorded in favour of or against the motion.
A demand for a ballot may be withdrawn at any time prior to taking of a
poll on the ballot.
7.20 BALLOTS. If a ballot is demanded or required, the vote upon the
question shall be taken in such manner as the chair of the meeting
shall direct, or as provided by the electronic, telephonic or other
communication facility through which votes may be cast. Each person
present and entitled to vote at the meeting shall, unless the Articles
of the Corporation otherwise provide, be entitled to one vote for each
share in respect of which that person is entitled to vote at the
meeting.
7.21 ADJOURNMENT. The chair of any meeting of shareholders may, with the
consent of the meeting and subject to such conditions as the meeting
may decide, adjourn the same from time to time and from place to place.
If a meeting of shareholders is adjourned for less than thirty days it
is not necessary to give notice of the adjourned meeting other than by
announcement at the earliest meeting that 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 shall be given
as for an original meeting. Any business may be brought before or dealt
with at any adjourned meeting which might have been brought before or
dealt with at the original meeting in accordance with the notice
calling such original meeting.
7.22 RESOLUTION IN LIEU OF MEETING. 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
shareholders except where a written statement has been submitted by a
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director or where representations in writing are submitted by the
auditors of the Corporation, in either case, in accordance with
the Act.
8. SHARES
8.1 ISSUE. Subject to the Act and the Articles of the Corporation, shares
of the Corporation may be issued at such times and to such persons and
for such consideration as the directors may determine, provided that no
share may be issued until it is fully paid as provided in the said Act.
8.2 COMMISSIONS. The directors may authorize the Corporation to pay a
reasonable commission to any person in consideration of the person
purchasing or agreeing to purchase shares of the Corporation from the
Corporation or from any other person, or procuring or agreeing to
procure purchasers for any such shares.
8.3 SHARE CERTIFICATE. Every shareholder is entitled at the option of the
shareholder to a share certificate in respect of the shares held by the
shareholder that complies with the Act or to a non-transferable written
acknowledgement ("written acknowledgement") of the right of the
shareholder to obtain a share certificate from the Corporation in
respect of the shares of the Corporation held by the shareholder, but
the Corporation is not bound to issue more than one share certificate
or written acknowledgement in respect of a share or shares held jointly
by several persons and delivery of a share certificate or written
acknowledgement to one of several joint holders is sufficient delivery
to all. Written acknowledgements shall be in such form or forms as the
directors shall from time to time by resolution determine. The
Corporation may charge a fee in accordance with the Act for a share
certificate issued in respect of a transfer. Subject to the provisions
of the Act and to the requirements of any stock exchange on which
shares of the Corporation may be listed, share certificates shall be in
such form or forms as the directors shall from time to time approve.
Unless otherwise determined by the directors, share certificates shall
be signed by the Chair of the Board, the President, or a Vice-President
or a director and by the Secretary or an Assistant Secretary and need
not be under the corporate seal and certificates for shares in respect
of which a transfer agent and/or registrar has been appointed shall not
be valid unless countersigned on behalf of such transfer agent and/or
registrar. Share certificates shall be signed manually, or signatures
shall be printed or otherwise mechanically reproduced on the
certificate, and shall include the signature of at least one director
or officer of the Corporation or by or on behalf of a registrar,
transfer agent or branch transfer agent of the Corporation. If a share
certificate contains a printed or mechanically reproduced signature of
a person, the Corporation may issue the share certificate, even though
the person has ceased to be a director or an officer of the
Corporation, and the share certificate is as valid as if the person
were a director or an officer at the date of its issue.
8.4 TRANSFER AGENTS AND REGISTRARS. For each class of shares issued by it,
the Corporation may appoint one or more agents to keep the securities
register and the register of transfers and one or more branch
registers. Such an agent may be designated as a transfer agent or
registrar according to functions and one agent may be designated both
transfer agent and registrar. The securities register, the register of
transfers and the branch register or registers (the "registers") shall
be kept at the registered office of the Corporation or at such other
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place inside or outside Canada designated by the directors. If the
registers are kept outside Canada, the Corporation will make them
available for inspection in compliance with the Act.
8.5 TRANSFER OF SHARES. Subject to the Act, no transfer of a share shall be
registered except upon presentation of the certificate representing
such share with an endorsement which complies with the Act, together
with such reasonable assurance that the endorsement is genuine and
effective as the directors may prescribe, upon payment of all
applicable taxes and fees and upon compliance with the Articles of the
Corporation.
8.6 NON-RECOGNITION OF TRUST. Subject to the Act, the Corporation may treat
the registered holder of any share as the person exclusively entitled
to vote, to receive notices, to receive any dividend or other payment
in respect of the share, and to exercise all the rights and powers of
an owner of the share.
8.7 REPLACEMENT OF SHARE CERTIFICATES. Where the owner of a share
certificate claims that the share certificate has been lost, apparently
destroyed or wrongfully taken, the Corporation shall issue or cause to
be issued a new certificate in place of the original certificate if the
owner (i) so requests before the Corporation has notice that the share
certificate has been acquired by a bona fide purchaser; (ii) files with
the Corporation an indemnity bond sufficient in the opinion of the
Corporation to protect the Corporation and any transfer agent,
registrar or other agent of the Corporation from any loss that it or
any of them may suffer by complying with the request to issue a new
share certificate; and (iii) satisfies any other reasonable
requirements imposed from time to time by the Corporation.
9. DIVIDENDS AND RIGHTS
9.1 DECLARATION OF DIVIDENDS. Subject to the Act, the directors may from
time to time declare dividends payable to the shareholders according to
their respective rights and interest in the Corporation.
9.2 CHEQUES. A dividend payable in money shall be paid by cheque 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 the address of such holder in the
securities register of the Corporation, unless such holder otherwise
directs. In the case of joint holders the cheque shall, unless such
joint holders otherwise direct, be made payable to the order of all
such joint holders and mailed to them at their address in the
securities register of the Corporation. The mailing of such cheque as
aforesaid, unless the same is not paid on due presentation, shall
satisfy and discharge the liability for the dividend to the extent of
the sum represented thereby plus the amount of any tax which the
Corporation is required to and does withhold.
9.3 NON-RECEIPT OF CHEQUES. In the event of non-receipt of any dividend
cheque by the person to whom it is sent, the Corporation shall issue to
such person a replacement cheque for a like amount on such terms as to
indemnity, reimbursement of expenses and evidence of non-receipt and of
title as the directors may from time to time prescribe, whether
generally or in any particular case.
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9.4 RECORD DATE FOR DIVIDENDS AND RIGHTS. The directors may fix in advance
a date, preceding by not more than 60 days the date for payment of any
dividend or the date for the issue of any warrant or other evidence of
the 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, and notice of any such record date shall be given not less
than seven days before such record date in the manner provided by the
Act. If no record date is so fixed, the record date for the
determination of the persons entitled to receive payment of any
dividend or to exercise the right to subscribe for securities of the
Corporation shall be at the close of business on the day on which the
resolution relating to such dividend or right to subscribe is passed by
the directors.
9.5 UNCLAIMED DIVIDENDS. Any dividend unclaimed after a period of six years
from the date on which the same has been declared to be payable shall
be forfeited and shall revert to the Corporation.
10. NOTICES
10.1 GENERAL. A notice or document required by the Act, the regulations
under the Act, the Articles or the By-laws of the Corporation to be
sent to a shareholder or director of the Corporation, may be sent by
prepaid mail addressed to, or may be delivered personally to, the
shareholder or director at the latest address of the shareholder or of
the director as shown in the records of the Corporation. A notice or
document if mailed to a shareholder or director of the Corporation
shall be deemed to have been received at the time it would be delivered
in the ordinary course of mail unless there are reasonable grounds for
believing that the shareholder or director did not receive the notice
or the document at that time or at all.
10.2 ELECTRONIC DELIVERY. Provided the addressee has consented in writing or
electronically in accordance with the Act and the regulations under the
Act, the Corporation may satisfy the requirement to send any notice or
document referred to in section 10.1 by creating and providing an
electronic document in compliance with the Act and the regulations
under the Act. An electronic document is deemed to have been received
when it enters the information system designated by the addressee or,
if the document is posted on or made available through a generally
accessible electronic source, when the addressee receives notice in
writing of the availability and location of that electronic document,
or, if such notice is sent electronically, when it enters the
information system designated by the addressee.
10.3 UNDELIVERED NOTICES. If the Corporation sends a notice or document to a
shareholder in accordance with this section and the notice or document
is returned on two consecutive occasions because the shareholder cannot
be found, the Corporation is not required to send any further notices
or documents to the shareholder until the shareholder informs the
Corporation in writing of the new address of the shareholder.
10.4 COMPUTATION OF TIME. In computing the time when a notice or document
must be given or sent under any provision requiring a specified number
of days' notice of any meeting or other event, the day on which the
notice or document is given or sent shall be excluded and the day on
which the meeting or other event occurs shall be included.
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10.5 OMISSION AND ERRORS. The accidental omission to give any notice or send
any document to any shareholder, director or other person or the
non-receipt of any notice or document by any shareholder, director or
other person or any error in any notice or document not affecting the
substance thereof shall not invalidate any action taken at any meeting
held pursuant to such notice or otherwise founded on such notice or
document.
10.6 NOTICE TO JOINT SHAREHOLDERS. All notices or documents with respect to
any shares registered in more than one name may, if more than one
address appears on the securities register of the Corporation in
respect of such joint holding, be given to such joint shareholders at
the first address so appearing, and all notices so given or documents
so sent shall be sufficient notice to all the holders of such shares.
10.7 PROOF OF SERVICE. A certificate of the Secretary or other duly
authorized officer of the Corporation, or of any agent of the
Corporation, as to facts in relation to the mailing or delivery or
sending of any notice or document to any shareholder or director of the
Corporation or to any other person or publication of any such notice or
document, shall be conclusive evidence and shall be binding on every
shareholder or director or other person as the case may be.
10.8 SIGNATURE TO NOTICE. The signature to any notice or document given by
the Corporation, if not in electronic form, may be printed or otherwise
mechanically reproduced or partly printed or otherwise mechanically
reproduced.
10.9 WAIVER OF NOTICE. Notice may be waived or the time for the sending of a
notice or document may be waived or abridged at any time with the
consent in writing of the person entitled to it. Attendance of any
director at a meeting of the directors or of any shareholder at a
meeting of shareholders is a waiver of notice of such meeting, except
where the director or shareholder attends for the express purpose of
objecting to the transaction of any business on the grounds that the
meeting is not lawfully called.
11. BUSINESS OF THE CORPORATION
11.1 VOTING SHARES AND SECURITIES IN OTHER CORPORATIONS. All of the shares
or other securities carrying voting rights of any other body corporate
or bodies corporate held from time to time by the Corporation may be
voted at any and all meetings of holders of such securities of such
other body corporate or bodies corporate in such manner and by such
person or persons as the directors of the Corporation shall from time
to time determine, or failing such determination, the proper signing
officers of the Corporation may also from time to time execute and
deliver for and on behalf of the Corporation instruments of proxy and
arrange for the issue of voting certificates and other evidence of the
right to vote in such names as they may determine.
11.2 BANK ACCOUNTS, CHEQUES, DRAFTS AND NOTES. The bank accounts of the
Corporation shall be kept in such chartered bank or banks, trust
company or trust companies or other firm or corporation carrying on a
banking business as the directors may by resolution from time to time
determine. Cheques on bank accounts, drafts drawn or accepted by the
Corporation, promissory notes given by it, acceptances, bills of
exchange, orders for the payment of money and other instruments of a
like nature may be made, signed, drawn, accepted or
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endorsed, as the case may be, by such officer or officers, person or
persons as the directors may by resolution from time to time name for
that purpose. Cheques, promissory notes, bills of exchange, orders for
the payment of money and other negotiable paper may be endorsed for
deposit to the credit of any one of the bank accounts of the
Corporation by such officer or officers, person or persons, as the
directors may by resolution from time to time name for that purpose, or
they may be endorsed for such deposit by means of a stamp bearing the
name of the Corporation.
11.3 EXECUTION OF INSTRUMENTS. The Chair of the Board, the President, a
Vice-President or any director, together with the Secretary, the
Treasurer, Assistant Secretary, Assistant Treasurer or any other
director, shall have authority to sign in the name and on behalf of the
Corporation all instruments in writing and any instruments in writing
so signed shall be binding upon the Corporation without any further
authorization or formality. The board of directors shafl have power
from time to time by resolution to appoint any other officer or
officers or any person or persons on behalf of the Corporation either
to sign instruments in writing generally or to sign specific
instruments in writing. Any signing officer may affix the corporate
seal to any instrument requiring the same. The term "instruments in
writing" as used herein shall, without limiting the generality thereof,
include contracts, documents, powers of attorney, deeds, mortgages,
hypothecs, charges, conveyances, transfers and assignments of property
(real or personal, immovable or movable), agreements, tenders,
releases, receipts and discharges for the payment of money or other
obligations, conveyances, transfers and assignments of shares, stocks,
bonds, debentures or other securities, instruments of proxy and all
paper writing.
11.4 FISCAL YEAR. Until changed by resolution of the directors the fiscal
year of the Corporation shall terminate on the 31st day of July
in each year.
12. EFFECTIVE DATE
12.1 EFFECTIVE DATE. This By-law 2002-1 is effective from the date of the
resolution of the directors adopting same and shall continue to be
effective until the next annual and special meeting of shareholders of
the Corporation. If By-law 2002-1 is confirmed, By-law 2002-1 shall
continue in effect in the form in which it was so confirmed.
12.2 REPEAL. Upon the date of By-law 2002-1 coming into force, By-law No.1
of the Corporation, as amended, shall be repealed, provided that such
repeal shall not affect the previous operation of any By-law so
repealed or affect the validity of any act done or right, privilege,
obligation or liability acquired or incurred under the validity of any
contract or agreement made pursuant to any By-law prior to its repeal.
All officers and persons acting under any By-law so repealed shall
continue to act as appointed under the provisions of By-law 2002-1 and
all resolutions of the shareholders or of the directors with continuing
effect passed under any repealed By-law shall continue to be valid
except to the extent inconsistent with By-law 2002-1.
13. INTERPRETATION
13.1 In this By-law, wherever the context requires or permits, the singular
shall include the plural and the plural the singular; the word "person"
shall include firms and corporations, and
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masculine gender shall include the feminine and neuter genders.
Wherever reference is made to any determination or other action by the
directors such shall mean determination or other action by or pursuant
to a resolution passed at a meeting of the directors, or by or pursuant
to a resolution consented to by all the directors as evidenced by their
signatures. Wherever reference is made to the "Canada Business
Corporations Act" or the "Act", it shall mean the CANADA BUSINESS
CORPORATIONS ACT, R.S.C. 1985, c. C-44 and every other act or statute
incorporated therewith or amending the same, or any act or statute
substituted for it. Unless the context otherwise requires, all words
used in this By-law shall have the meanings given to such words in the
Act.
By-Law 2002-1 was approved by the directors of the Corporation on
November 4, 2002 and amended by the directors of the Corporation on
December 12, 2002.
By-Law 2002-1 was approved, confirmed and ratified at the Annual and
Special Meeting of Shareholders on December 17, 2002.
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