EXHIBIT 3-20
3351611 CANADA INC.
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BY-LAW NO. ONE
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Article Page
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DEFINITIONS.......................................... 1 1
Act............................................. 1 1
articles........................................ 1 1
by-law.......................................... 1 2
unanimous shareholder agreement................. 1 2
REGISTERED OFFICE.................................... 2 2
CORPORATE SEAL....................................... 3 2
DIRECTORS............................................ 3
Number and Powers............................... 4 3
Vacancies....................................... 5 3
Term of Office.................................. 6 3
Vacation of Office.............................. 7 3
Election........................................ 8 4
MEETINGS OF DIRECTORS................................ 4
Place of Meeting................................ 9 4
Notice.......................................... 9 4
Waiver of Notice................................ 9 5
Telephone Participation......................... 9 5
Adjournment..................................... 10 5
Quorum and Voting............................... 11 5
Resolution in lieu of meeting................... 12 6
REMUNERATION OF DIRECTORS............................ 13 6
SUBMISSION OF CONTRACTS OR TRANSACTIONS
TO SHAREHOLDERS FOR APPROVAL......................... 14 6
Article Page
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INDEMNITIES TO DIRECTORS AND OTHERS.................. 15 7
OFFICERS............................................. 7
Appointment of Officers......................... 16 7
Remuneration and Removal of Officers............ 17 8
Duties of Officers may be Delegated............. 18 8
Chairman of the Board........................... 19 8
President....................................... 20 8
Vice-President.................................. 21 8
Secretary....................................... 22 9
Treasurer....................................... 23 9
Assistant Secretary and Assistant Treasurer..... 24 9
MANAGING DIRECTOR.................................... 25 10
COMMITTEES........................................... 26 10
SHAREHOLDERS' MEETINGS............................... 10
Annual Meeting.................................. 27 10
Special Meetings................................ 28 10
Place of Meetings............................... 29 11
Notice.......................................... 30 11
Omission of Notice.............................. 31 11
Record Date..................................... 32 12
Votes........................................... 33 12
Proxies......................................... 34 13
Adjournment..................................... 35 15
Quorum.......................................... 36 15
Resolution in lieu of meeting................... 37 16
SECURITIES........................................... 16
Article Page
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Certificates.................................... 38 16
Registrar and Transfer Agent.................... 39 16
Surrender of Share Certificates................. 40 17
Defaced, Destroyed, Stolen or Lost Certificates. 41 17
DIVIDENDS............................................ 42 17
NOTICE............................................... 18
Shares registered in more than one name......... 43 18
Persons becoming entitled by operation of law... 44 18
Deceased Shareholder............................ 45 18
Signatures to Notices........................... 46 18
Computation of Time............................. 47 18
Proof of Service................................ 48 19
CHEQUES, DRAFTS, NOTES, ETC.......................... 49 19
CUSTODY OF SECURITIES................................ 50 19
EXECUTION OF CONTRACTS, ETC.......................... 51 19
DECLARATIONS......................................... 52 21
FISCAL YEAR.......................................... 53 22
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RESOLUTION
OF THE BOARD OF DIRECTORS
OF
3351611 CANADA INC.
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RESOLVED:
THAT the following by-law be and the same is hereby adopted:
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BY-LAW NO. ONE
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being a by-law relating generally to the transaction of
the business and affairs of the Corporation.
BE IT ADOPTED as BY-LAW NO. ONE of 3351611 CANADA INC.
(hereinafter referred to as the "Corporation"):
DEFINITIONS
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1. In this by-law and all other by-laws of the Corporation, unless the
context otherwise specifies or requires:
(a) "ACT" means the CANADA BUSINESS CORPORATIONS ACT, R.S.C., 1985,
chapter C-44, and any statute that may be substituted therefor,
as from time to time amended;
(b) "ARTICLES" means the articles of the Corporation, as from time
to time amended or restated;
(c) "BY-LAW" means this by-law and all other by-laws of the
Corporation from time to time in force and effect;
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(d) "UNANIMOUS SHAREHOLDERS AGREEMENT" means an agreement as
described in subsection 146(2) of the Act made by the
shareholders of the Corporation;
(e) words importing the singular number only shall include the
plural and vice versa; words importing the masculine gender
shall include the feminine and neuter genders and vice versa;
words importing persons shall include bodies corporate,
corporations, companies, partnerships, syndicates, trusts and
any number or aggregate of individuals;
(f) the headings used in the by-laws are inserted for reference
purposes only and are not to be considered or taken into account
in construing the terms or provisions thereof or to be deemed in
any way to clarify, modify or explain the effect of any such terms
or provisions; and
(g) all terms contained in the by-laws and which are defined in the
Act shall have the meanings given to such terms in the Act.
REGISTERED OFFICE
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2. The Corporation may from time to time (i) by resolution of the board of
directors change the location of the address of the registered office of the
Corporation within the place specified in the articles and (ii) by articles
of amendment change the place in which its registered office is situated to
another place within Canada.
CORPORATE SEAL
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3. The Corporation may have one or more corporate seals which shall be such
as the board of directors may by resolution from time to time adopt and
change.
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DIRECTORS
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4. NUMBER AND POWERS. There shall be a board of directors consisting of
such fixed number, or minimum and maximum number of directors as may be set
out in the articles, but a Corporation, any of the issued securities of which
are or were part of a distribution to the public and remain outstanding and
are held by more than one person, shall not have fewer than three (3)
directors, at least two (2) of whom are not officers or employees of the
Corporation or its affiliates. A majority of the board of directors must be
resident Canadians unless the Corporation is a holding Corporation referred
to in subsection 105(4) of the Act.
5. VACANCIES. If the number of directors is increased, the resulting
vacancies shall be filled at a meeting of shareholders duly called for that
purpose. Notwithstanding the provisions of this by-law and subject to the
provisions of the Act, if a vacancy should otherwise occur in the board, the
remaining directors, if constituting a quorum, may appoint a qualified person
to fill the vacancy for the remainder of the term. In the absence of a
quorum, the remaining directors shall forthwith call a meeting of
shareholders to fill the vacancy pursuant to subsection 111(2) of the Act.
Where a vacancy or vacancies exist in the board, the remaining directors may
exercise all of the powers of the board so long as a quorum remains in office.
6. TERM OF OFFICE. A director's term of office shall be from the meeting at
which he is elected or appointed until the annual meeting next following or
until his successor is elected or appointed, or until, if earlier, he dies or
resigns, or is removed or disqualified pursuant to the provisions of the Act.
7. VACATION OF OFFICE. The office of a director shall ipso facto be vacated
if:
(a) he dies;
(b) by notice in writing to the Corporation he resigns his office
and such resignation, if not effective immediately, becomes
effective in accordance with its terms;
(c) he is removed from office in accordance with section 109 of the
Act; or
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(d) he ceases to be qualified to be a director.
8. ELECTION. Directors shall be elected by the shareholders by ordinary
resolution in a general meeting on show of hands unless a poll is demanded
and if a poll is demanded such election shall be by ballot.
A retiring director shall retain office until the adjournment or
termination of the meeting at which his successor is elected unless such
meeting was called for the purpose of removing him from office as a director
in which case the director so removed shall vacate office forthwith upon the
passing of the resolution for his removal.
MEETINGS OF DIRECTORS
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9. PLACE OF MEETING. Subject to the articles, meetings of directors may be
held at any place within or outside Canada as the directors may from time to
time determine or the person convening the meeting may give notice. A meeting
of the board of directors may be convened by the chairman of the board, if
any, the president if any, or any director at any time. The secretary, if
any, shall upon direction of any of the foregoing convene a meeting of the
board of directors.
NOTICE. Notice of the time and place for the holding of any such meeting
shall be delivered, mailed, telegraphed, cabled or telexed to each director
at his latest address as shown on the records of the Corporation not less
than two (2) days (exclusive of the day on which the notice is delivered,
mailed, telegraphed, cabled or telexed but inclusive of the day for which
notice is given) before the date of the meeting; provided that meetings of
the board of directors may be held at any time without notice if all the
directors have waived notice.
For the first meeting of the board of directors to be held immediately
following the election of directors at an annual or special meeting of the
shareholders, no notice of such meeting need be given to the newly elected or
appointed director or directors in order for the meeting to be duly
constituted, provided a quorum of the dirctors is present.
A notice of a meeting of directors shall specify any matter referred to
in subsection 115(3) of the Act that is to be dealt with at the meeting.
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WAIVER OF NOTICE. Notice of any meeting of the board of directors or any
irregularity in any meeting or in the notice thereof may be waived by any
director in writing or by telegram, cable or telex addressed to the
Corporation or in any other manner, and such waiver may be validly given
either before or after the meeting to which such waiver relates. The
attendance of a director at a meeting of directors is a waiver of notice of
the meeting except where a director attends a meeting for the express purpose
of objecting to the transaction of any business on the grounds that the
meeting is not lawfully called.
TELEPHONE PARTICIPATION. A director may, if all the directors of the
Corporation consent thereto (either before, during or after the meeting),
participate in a meeting 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 shall be deemed to be present at that meeting.
10. ADJOURNMENT. Any meeting of the board of directors may be adjourned from
time to time by the chairman of the meeting, with the consent of the meeting,
to a fixed time and place and no notice of the time and place for the
continuance of the adjourned meeting need be given to any director. Any
adjourned meeting shall be duly constituted if held in accordance with the
terms of the adjournment and a quorum present thereat. The directors who
formed a quorum at the original meeting are not required to form the quorum
at the adjourned meeting. If there is no quorum present at the adjourned
meeting, the original meeting shall be deemed to have terminated forthwith
after its adjournment.
11. QUORUM AND VOTING. Subject to the articles, a majority of the number of
directors in office at the time shall constitute a quorum for the transaction
of business. Subject to subsection 117(1) of the Act, no business shall be
transacted by the directors except at a meeting of directors at which a
quorum of the board is present. Questions arising at any meeting of the board
of directors shall be decided by a majority of votes cast. In case of an
equality of votes, the chairman of the meeting, in addition to his original
vote shall not have a second or casting vote. Where the Corporation has only
one director, that director may constitute the meeting.
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12. RESOLUTION IN LIEU OF MEETING. A resolution in writing, signed by all
the directors entitled to vote on that resolution at a meeting of directors,
is as valid as if it had been passed at a meeting of directors or committee
of directors.
A copy of every such resolution shall be kept with the minutes of the
proceedings of the directors or committee of directors.
REMUNERATION OF DIRECTORS
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13. Subject to the articles or any unanimous shareholders agreement, the
remuneration to be paid to the directors shall be such as the board of
directors shall from time to time determine and such remuneration shall be in
addition to the salary paid to any officer of the Corporation who is also a
member of the board of directors. The directors may also by resolution award
special remuneration to any director undertaking any special services on the
Corporation's behalf other than the routine work ordinarily required of a
director by the Corporation. The confirmation of any such resolution or
resolutions by the shareholders shall not be required. The directors shall
also be entitled to be paid their travelling and other expenses properly
incurred by them in connection with the affairs of the Corporation.
SUBMISSION OF CONTRACTS OR TRANSACTIONS TO SHAREHOLDERS FOR APPROVAL
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14. The board of directors in their discretion may submit any contract, act
or transaction for approval, ratification or confirmation at any annual
meeting of the shareholders or at any special meeting of the shareholders
called for the purpose of considering the same and any contract, act or
transaction that shall be approved, ratified or confirmed by resolution
passed by a majority of the votes cast at any such meeting (unless any
different or additional requirement is imposed by the Act or by the
Corporation's articles or any other by-law) shall be as valid and as binding
upon the Corporation and upon all the shareholders as though it had been
approved, ratified or confirmed by every shareholder of the Corporation.
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INDEMNITIES TO DIRECTORS AND OTHERS
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15. Except in respect of an action by or on behalf of the Corporation or
another body corporate (as hereinafter defined), the Corporation shall
indemnify each director and officer of the Corporation and each former
director and officer of the Corporation and each person who acts or acted at
the Corporation's request as a director or officer of another body corporate,
and his heirs and legal representatives, against all costs, charges and
expenses, including any 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 another body
corporate, as the case may be, if
(a) he acted honestly and in good faith with a view to the best
interests of the Corporation; and
(b) in the case of a criminal or administrative action or proceeding
that is enforced by a monetary penalty, he had reasonable grounds for
believing that his conduct was lawful.
"another body corporate" as used herein means a body corporate of which the
Corporation is or was a shareholder or creditor.
OFFICERS
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16. APPOINTMENT OF OFFICERS. Subject to the articles or any unanimous
shareholders agreement, the board of directors, annually or as often as may
be required, may appoint from among themselves a chairman of the board and
may appoint a president and a secretary and, if deemed advisable, may also
appoint one or more vice-presidents, a treasurer and one or more assistant
secretaries and/or one or more assistant treasurers. None of such officers,
except the chairman of the board, need be a director of the Corporation. Any
two (2) or more of such offices may be held by the same person. In case and
whenever the same person holds the offices of secretary and treasurer he may,
but need not, be known as the secretary-treasurer. The board of directors may
from time to time designate such other offices and appoint such other
officers, employees and agents as it shall deem necessary who shall have such
authority and shall perform such functions and duties, as may from time to
time be prescribed by resolution of the board of directors.
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17. REMUNERATION AND REMOVAL OF OFFICERS. Subject to the articles or any
unanimous shareholders agreement, the remuneration of all officers, employees
and agents elected or appointed by the board of directors may be determined
from time to time by resolution of the board of directors. The fact that any
officer, employee or agent is a director or shareholder of the Corporation
shall not disqualify him from receiving such remuneration as may be so
determined. The board of directors may by resolution remove any officer,
employee or agent at any time, with or without cause.
18. DUTIES OF OFFICERS MAY BE DELEGATED. In case of the absence or inability
or refusal to act of any officer of the Corporation or for any other reason
that the board of directors may deem sufficient, the board may delegate all
or any of the powers of such officer to any other officer or to any director
for the time being.
19. CHAIRMAN OF THE BOARD. The chairman of the board, if any, shall, if
present, preside at all meetings of the board of directors and of
shareholders. He shall sign such contracts, documents or instruments in
writing as require his signature and shall have such other powers and duties
as may from time to time be assigned to him by resolution of the board of
directors.
20. PRESIDENT. The president, if any, shall be the chief executive officer
of the Corporation and shall exercise general supervision over the business
and affairs of the Corporation. In the absence of the chairman of the board,
if any, the president shall, when present, preside at all meetings of the
board of directors and shareholders; he shall sign such contracts, documents
or instruments in writing as require his signature and shall have such other
powers and shall perform such other duties as may from time to time be
assigned to him by resolution of the board of directors or as are incident to
his office.
21. VICE-PRESIDENT. The vice-president or, if more than one, the
vice-presidents in order of seniority, shall be vested with all the powers
and shall perform all the duties of the president in the absence or inability
or refusal to act of the president, provided, however, that a vice-president
who is not a director shall not preside as chairman at any meeting of
shareholders. The vice-president or, if more than one, the vice-presidents in
order of seniority, shall sign such contracts, documents or instruments in
writing as require his or their signatures and shall also have such other
powers and duties as may from time to time be assigned to him or them by
resolution of the board of directors.
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22. SECRETARY. The secretary, if any, shall give or cause to be given
notices for all meetings of the board of directors, of committees thereof, if
any, and of shareholders when directed to do so and shall have charge,
subject to the provisions of this by-law, of the records referred to in
section 20 of the Act (except the accounting records) and of the corporate
seal or seals, if any. He shall sign such contracts, documents or instruments
in writing as require his signature and shall have such other powers and
duties as may from time to time be assigned to him by resolution of the board
of directors or as are incident to his office.
23. TREASURER. Subject to the provisions of any resolution of the board of
directors, the treasurer, if any, shall have the care and custody of all the
funds and securities of the Corporation and shall deposit the same in the
name of the Corporation in such bank or banks or with such other depositary
or depositaries as the board of directors may by resolution direct. He shall
prepare, maintain and keep or cause to be kept adequate books of accounts and
accounting records. He shall sign such contracts, documents or instruments in
writing as require his signature and shall have such other powers and duties
as may from time to time be assigned to him by resolution of the board of
directors or as are incident to his office. He may be required to give such
bond for the faithful performance of his duties as the board of directors in
their uncontrolled discretion may require and no director shall be liable for
failure to require any such bond or for the insufficiency of any such bond or
for any loss by reason of the failure of the Corporation to receive any
indemnity thereby provided.
24. ASSISTANT SECRETARY AND ASSISTANT TREASURER. The assistant secretary or,
if more than one, the assistant Secretaries in order of seniority, and the
assistant treasurer or, if more than one, the assistant treasurers in order
or seniority, shall respectively perform all the duties of the secretary and
treasurer, respectively, in the absence or inability to act of the secretary
or treasurer as the case may be. The assistant secretary or assistant
secretaries, if more than one, and the assistant treasurer or assistant
treasurers, if more than one, shall sign such contracts, documents or
instruments in writing as require his or their signatures respectively and
shall have such other powers and duties as may from time to time be assigned
to them by resolution of the board of directors.
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MANAGING DIRECTOR
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25. The board of directors may from time to time appoint from their number a
managing director who is a resident Canadian and may delegate to him any of
the powers of the board of directors except as provided in subsection 115(3)
of the Act. The managing director shall conform to all lawful orders given to
him by the board of directors of the Corporation and shall at all reasonable
times give to the directors or any of them all information they may require
regarding the affairs of the Corporation. Any agent or employee appointed by
the managing director shall be subject to discharge by the board of directors.
COMMITTEES
26. The board of directors may from time to time appoint from their number
one or more committees consisting of one or more individuals and delegate to
such committee or committees any of the powers of the directors except as
provided in subsection 115(3) of the Act. Except in the case of a holding
Corporation referred to in subsection 105(4) of the Act, a majority of the
members of any such committee must be resident Canadians. Unless otherwise
ordered by the board, a committee of directors shall have power to fix its
quorum, to elect its chairman and to regulate its proceedings.
SHAREHOLDERS' MEETINGS
27. ANNUAL MEETING. Subject to compliance with section 133 of the Act, the
annual meeting of the shareholders shall be convened on such day in each year
and at such time as the board of directors may by resolution determine.
28. SPECIAL MEETINGS. Other meetings of the shareholders may be convened by
order of the chairman of the board, the president or a vice-president who is
a director or by the board of directors, to be held at such time and place as
may be specified in such order.
Special meetings of shareholders may also be called by written
requisition to the board of directors signed by shareholders holding between
them not less than five percent (5%) of the outstanding shares of the capital
of the Corporation entitled to vote thereat. Such requisition shall state the
business
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to be transacted at the meeting and shall be sent to the registered office of
the Corporation.
Except as otherwise provided in subsection 143(3) of the Act, it shall
be the duty of the board of directors on receipt of such requisition, to
cause the meeting to be called by the secretary of the Corporation.
If the board of directors does not, within twenty-one (21) days after
receiving such requisition call a meeting, any shareholder who signed the
requisition may call the meeting.
29. PLACE OF MEETINGS. Meetings of shareholders of the Corporation shall be
held at the registered office of the Corporation or at such other place in
Canada as may be specified in the notice convening such meeting.
Notwithstanding the foregoing, a meeting of shareholders may be held outside
Canada if all the shareholders entitled to vote at the meeting so agree, and
a shareholder who attends a meeting of shareholders held outside Canada is
deemed to have so agreed except when he attends the meeting for the express
purpose of objecting to the transaction of any business on the grounds that
the meeting is not lawfully held.
30. NOTICE. A printed, written or typewritten notice stating the day, hour
and place of meeting and, subject to subsection 135(6) of the Act, the general
nature of the business to be transacted shall be served to each person who is
entitled to vote at such meeting, each director of the Corporation and the
auditor of the Corporation, either personally or by sending such notice by
prepaid mail not less than twenty-one (21) days or more than fifty (50) days
before the meeting. If such notice is served by mail it shall be directed to
the latest address as shown in the records of the Corporation, of the
intended recipient. Notice of any meeting of shareholders or any irregularity
in any such meeting or in the notice thereof may be waived by any
shareholder, the duly appointed proxy of any shareholder, any directors or
the auditor of the Corporation in writing, by telegram, cable or telex
addressed to the Corporation or by any other manner, and any such waiver may
be validly given either before or after the meeting to which such waiver
relates.
31. OMISSION OF NOTICE. The accidental omission to give notice of any
meeting to or the non-receipt of any notice by any person shall not
invalidate any resolution passed or any proceeding taken at any meeting of
shareholders.
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32. RECORD DATE. The board of directors may by resolution fix in advance a
date and time as the record date for the determination of the shareholders
entitled to receive notice of a meeting of the shareholders, but such record
date shall not precede by more than fifty (50) days or by less than
twenty-one (21) days the date on which the meeting is to be held.
If the directors fail to fix in advance a date and time as the record
date in respect of all or any of the matters described above for any meeting
of the shareholders of the Corporation the following provisions shall apply,
as the case may be:
(a) the record date for the determination of the 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 notice
is given or sent;
(b) the record date for the determination of the shareholders entitled
to vote at a meeting of shareholders shall be the day on which the
meeting is held; and
(c) the record date for the determination of the shareholders entitled
to receive the financial statements of the Corporation shall be the
close of business on the day on which the directors pass the
resolution relating thereto.
33. VOTES. Voting at a meeting of shareholders shall be by show of hands
except where a ballot is demanded by a shareholder entitled to vote at the
meeting. A shareholder may demand a ballot either before or after any vote by
show of hands.
Every question submitted to any meeting of shareholders shall be decided
in the first instance, unless a ballot is demanded, on a show of hands and in
case of an equality of votes the chairman of the meeting shall not, both on a
show of hands and on a ballot, have a second or casting vote in addition to
the vote or votes to which he may be entitled as a shareholder.
At any meeting, unless a ballot is demanded, a declaration by the
chairman of the meeting that a resolution has been carried or carried
unanimously or by a particular majority or lost or not carried by a particular
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majority shall be conclusive evidence of the fact without proof of the number
or proportion of votes recorded in favour of or against the motion.
In the absence of the chairman of the board, the president and every
vice-president who is a director, the shareholders present entitled to vote
shall choose another director as chairman of the meeting and if no director
is present or if all the directors present decline to take the chair then the
shareholders present shall choose one of their number to be chairman.
If at any meeting a ballot is demanded on the election of a chairman or
on the question of adjournment or termination it shall be taken forthwith
without adjournment. If a ballot is demanded on any other question or as to
the election of directors it shall be taken in such manner and either at once
or later at the meeting or after adjournment as the chairman of the meeting
directs. The result of a ballot shall be deemed to be the resolution of the
meeting at which the ballot was demanded. A demand for a ballot may be
withdrawn.
Where a person holds shares as a personal representative, such person or
his proxy is the person entitled to vote at all meetings of shareholders in
respect of the shares so held by him.
Where a person mortgages or hypothecates his shares, such person or his
proxy is the person entitled to vote at all meetings of shareholders in
respect of such shares unless, in the instrument creating the mortgage or
hypothec, he has expressly empowered the person holding the mortgage or
hypothec to vote in respect of such shares, in which case, subject to the
Corporation's articles, such holder or his proxy is the person entitled to
vote in respect of the shares.
Where two (2) or more persons hold the same share or shares jointly, any
one of such persons present at a meeting of shareholders has the right, in
the absence of the other or others, to vote in respect of such share or
shares, but if more than one of such persons are present or represented by
proxy and vote, they shall vote together as one on the share or shares
jointly held by them.
34. PROXIES. A shareholder, including a shareholder that is a body
corporate, entitled to vote at a meeting of shareholders may by means of a
proxy appoint a proxyholder or one or more alternate proxyholders, who are
not required to be shareholders, to attend and act at the meeting in the
manner and to the extent authorized by the proxy and with the authority
conferred by the proxy.
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An instrument appointing a proxyholder shall be in writing and shall be
executed by the shareholder or his attorney authorized in writing or, if the
shareholder is a body corporate, either under its seal or by an officer or
attorney thereof, duly authorized. A proxy is valid only at the meeting in
respect of which it is given or any adjournment thereof.
Unless the Act requires another form, an instrument appointing a
proxyholder may be in the following form:
"The undersigned shareholder of hereby appoints of
or failing him, of as
the nominee of the undersigned to attend and act for and on behalf of the
undersigned at the meeting of the shareholders of the said Corporation to be
held on the day of , 19 , and at any adjournment thereof to the
same extent and with the same power as if the undersigned were personally
present at the said meeting or such adjournment thereof.
Dated the day of , 19 .
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Signature of Shareholder
NOTE:
This form of proxy must be signed by a shareholder or his attorney authorized
in writing or, if the shareholder is a body corporate, either under its seal
or by an officer or attorney thereof duly authorized."
The directors may from time to time pass regulations regarding the
deposit of instruments appointing a proxyholder at some place or places other
than the place at which a meeting or adjourned meeting of shareholders is to
be held and for particulars of such instruments to be telegraphed, cabled,
telexed or sent in writing before the meeting or adjourned meeting to the
Corporation or any agent of the Corporation for the purpose of receiving such
particulars and providing that instruments appointing a proxyholder so lodged
may be voted upon as though the instruments themselves were produced at the
meeting or adjourned meeting and votes given in accordance with such
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regulations shall be valid and shall be counted. The chairman of any meeting
of shareholders may, subject to any regulations made as aforesaid, in his
discretion accept telegraphic, telex, cable or written communication as to
the authority of anyone claiming to vote on behalf of and to represent a
shareholder notwithstanding that no instrument of proxy conferring such
authority has been lodged with the Corporation, and any votes given in
accordance with such telegraphic, telex, cable or written communication
accepted by the chairman of the meeting shall be valid and shall be counted.
35. ADJOURNMENT. The chairman of the meeting may with the consent of the
meeting adjourn any meeting of shareholders from time to time to a fixed time
and place. If a meeting of shareholders is adjourned less than thirty (30)
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 (30) days or more, notice of the adjourned meeting shall be given as
for an original meeting but, unless the meeting is adjourned by one or more
adjournments for an aggregate of more than ninety (90) days, the
requirements of subsection 149(1) of the Act relating to mandatory
solicitation of proxies do not apply.
Any adjourned meeting shall be duly constituted if held in accordance
with the terms of the adjournment and a quorum is present thereat. The
persons who formed a quorum at the original meeting are not required to form
a quorum at the adjourned meeting. If there is no quorum present at the
adjourned meeting, the original meeting shall be deemed to have terminated
forthwith after its adjournment. 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 same.
36. QUORUM. One (1) person present and holding or representing by proxy at
least one (1) issued share of the Corporation shall be a quorum of any
meeting of shareholders for the choice of a chairman of the meeting and for
the adjournment of the meeting: for all other purposes a quorum for any
meeting (unless a different number of shareholders and/or a different number
of shares are required to be represented by the Act or by the articles or by
any other by-law) shall be persons present being not less than two (2) in
number and holding or representing by proxy a majority of the shares entitled
to vote at such meeting. If a quorum is present at the opening of a meeting
of the shareholders, the shareholders present may proceed with the business
of the
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meeting, notwithstanding that a quorum is not present throughout the meeting.
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.
37. RESOLUTION IN LIEU OF MEETING. Except where a written statement is
submitted by a director under subsection 110(2) of the Act or by an auditor
under subsection 168(5) of the Act, 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.
A copy of every such resolution shall be kept with the minutes of the
meetings of shareholders.
SECURITIES
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38. CERTIFICATES. Share certificates (and the form of stock transfer power
on the reverse side thereof) shall (subject to compliance with section 49 of
the Act) be in such form and be signed by such director(s) or officer(s) as
the board of directors may from time to time by resolution determine.
39. REGISTRAR AND TRANSFER AGENT. The board of directors may from time to
time by resolution appoint or remove one or more registrars and/or branch
registrars (which may but need not be the same person) to keep the register
of security holders and/or one or more transfer agents and/or branch
transfer agents (which may but need not be the same person) to keep the
register of transfer, and (subject to section 50 of the Act) may provide for
the registration of issues and the registration of transfers of the
securities of the Corporation in one or more places and such registrars
and/or branch registrars and/or transfer agents and/or branch transfer agents
shall keep all necessary books and registers of the Corporation for the
registration of the issuance and the registration of transfers of the
securities of the Corporation for which they are so appointed. All
certificates issued after any such appointment representing securities issued
by the Corporation shall be countersigned by or on behalf of one of the said
registrars and/or branch registrars and/or transfer agents and/or branch
transfer agents, as the case may be.
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40. SURRENDER OF SHARE CERTIFICATES. No tranfer of a share issued by the
Corporation shall be recorded or registered unless or until the certificate
representing the share to be transferred has been surrendered and cancelled
or, if no certificate has been issued by the Corporation in respect of such
share, unless or until a duly executed share transfer power in respect
thereof has been presented for registration.
41. DEFACED, DESTROYED, STOLEN OR LOST CERTIFICATES. If the defacement,
destruction or apparent destruction, theft, or other wrongful taking or loss
of a share certificate is reported by the owner to the Corporation or to a
registrar, branch registrar, transfer agent or branch transfer agent of the
Corporation (hereinafter, in this paragraph, called the "Corporation's
tranfer agent") and such owner gives to the Corporation or the Corporation's
transfer agent a written statement verified by oath or statutory declaration
as to the defacement, destruction or apparent destruction, theft, or other
wrongful taking or loss and the circumstances concerning the same, a request
for the issuance of a new certificate to replace the one so defaced,
destroyed, wrongfully taken or lost and a bond of a surety company (or other
security approved by the board of directors) in such form as is approved by
the board of directors or by the chairman of the board, the president, a
vice-president, the secretary or the treasurer of the Corporation,
indemnifying the Corporation (and the Corporation's transfer agent, if any),
against all loss, damage or expense, which the Corporation and/or the
Corporation's transfer agent may suffer or be liable for by reason of the
issuance of a new certificate to such shareholder, a new certificate may be
issued in replacement of the one defaced, destroyed or apparently destroyed,
stolen or otherwise wrongfully taken or lost, if such issuance is ordered and
authorized by any one of the chairman of the board, the president, a
vice-president, the secretary or the treasurer of the Corporation or by
resolution of the board of directors.
DIVIDENDS
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42. Subject to the relevant provisions of the Act, the board of directors
may from time to time by resolution declare and the Corporation may pay
dividends on its issued shares, subject to the relevant provisions, if any,
of the articles.
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NOTICE
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43. SHARES REGISTERED IN MORE THAN ONE NAME. All notices or other documents
required to be sent to a shareholder by the Act, the regulations under the
Act, the articles or the by-laws of the Corporation shall, with respect to
any shares in the capital of the Corporation registered in more than one
name, be given to whichever of such persons is named first in the records of
the Corporation and any notice or other document so given shall be sufficient
notice or delivery of such document to all the holders of such shares.
44. PERSONS BECOMING ENTITLED BY OPERATION OF LAW. Every person who by
operation of law, transfer or by any other means whatsoever shall become
entitled to any share in the capital of the Corporation shall be bound by
every notice or other document in respect of such shares which prior to his
name and address being entered on the records of the Corporation shall have
been duly given to the person or persons from who he derives his title to
such shares.
45. DECEASED SHAREHOLDER. Any notice or other document delivered or sent by
post or left at the address of any shareholder as the same appears in the
records of the Corporation shall, notwithstanding that such shareholder be
then deceased and whether or not the Corporation has notice of his decease,
be deemed to have been duly served in respect of the shares held by such
shareholder (whether held solely or with other persons) until some other
person be entered in his stead in the records of the Corporation as the
holder or one of the holders thereof and such service shall for all purposes
be deemed a sufficient service of such notice or other document on his heirs,
executors or administrators and all persons, if any, interested with him in
such shares.
46. SIGNATURES TO NOTICES. The signature of any director or officer of the
Corporation to any notice may be written, stamped, typewritten or printed or
partly written, stamped, typewritten or printed.
47. COMPUTATION OF TIME. Where a given number a days' notice or notice
extending over any period is required to be given under any provisions of the
articles or by-laws of the Corporation, the day of service or posting of the
notice shall, unless it is otherwise provided, be counted in such number of
days or other period and such notice shall be deemed to have been given or
sent on the day of service or posting.
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48. PROOF OF SERVICE. A certificate of any officer of the Corporation in
office at the time of the making of the certificate or of a transfer officer
of any transfer agent or branch transfer agent of shares of any class of the
Corporation as to facts in relation to the mailing or delivery or service of
any notice or other documents to any shareholder, director, officer or
auditor or publication of any notice or other document shall be conclusive
evidence thereof and shall be binding on every shareholder, director, officer
or auditor of the Corporation as the case may be.
CHEQUES, DRAFTS, NOTES, ETC.
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49. All cheques, drafts or orders for the payment of money and all notes,
acceptances and bills of exchange shall be signed by such officer or officers
or other person or persons, whether or not officers of the Corporation, and
in such manner as the board of directors may from time to time designate by
resolution.
CUSTODY OF SECURITIES
- ---------------------
50. All securities, including warrants, owned by the Corporation shall be
lodged, in the name of the Corporation, with a chartered bank or a trust
company or in a safety deposit box or, if so authorized by resolution of the
board of directors, with such other depositaries or in such other manner as
may be determined from time to time by the board of directors.
All securities, including warrants, belonging to the Corporation may be
issued and held in the name of a nominee or nominees of the Corporation, and
if issued or held in the names of more than one nominee shall be held in the
names of the nominees jointly with right of survivorship and shall be
endorsed in blank with endorsement guaranteed in order to enable transfer
thereof to be completed and registration thereof to be effected.
EXECUTION OF CONTRACTS, ETC.
- ----------------------------
51. Contracts, documents or instruments in writing requiring the signature
of the Corporation may be signed by two (2) persons, one of whom holds the
office of chairman of the board, president, managing director, vice-president
or director and the other of whom holds one of the said offices or the office
of
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secretary, treasurer, assistant secretary or assistant treasurer or any other
office created by by-law or by resolution of the board. All contracts,
documents or instruments in writing so signed shall be binding upon the
Corporation without any further authorization or formality. The board of
directors is authorized from time to time by resolution to appoint any
officer or officers or any other person or persons on behalf of the
Corporation either to sign contracts, documents or instruments in writing
generally or to sign specific contracts, documents or instruments in writing.
Where the Corporation has only one director and officer being the same
person, that person may sign all such contracts, documents or other written
instruments.
The corporate seal, if any, may, when required, be affixed to contracts,
documents or instruments in writing signed as aforesaid or by an officer or
officers, person or persons appointed as aforesaid by resolution of the board
of directors.
The term "contracts, documents or instruments in writing" as used in
this by-law shall include deeds, mortgages, hypothecs, charges, conveyances,
transfers and assignments of property, real or personal, immoveable or
moveable, agreements, releases, receipts and discharges for the payment of
money or other obligations, conveyances, transfers and assignments of shares,
warrants, bonds, debentures or other securities and all paper writings.
In particular, without limiting the generality of the foregoing, two (2)
persons, one of whom holds the office of chairman of the board, president,
managing director, vice-president or director and the other of whom holds one
of the said offices or the office of secretary, treasurer, assistant
secretary or assistant treasurer or any other office created by by-law or by
resolution of the board are hereby authorized to sell, assign, transfer,
exchange, convert or convey all shares, bonds, debentures, rights, warrants
or other securities owned by or registered in the name of the Corporation and
to sign and execute, under the seal of the Corporation or otherwise, all
assignments, transfers, conveyances, powers of attorney and other instruments
that may be necessary for the purpose of selling, assigning, transferring,
exchanging, converting or conveying or enforcing or exercising any voting
rights in respect of any such shares, bonds, debentures, rights, warrants or
other securities. Where the Corporation has only one director and officer,
being the same person, that person may perform the functions and exercise the
powers herein contemplated.
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The signature or signatures of any officer or director of the
Corporation and/or of any other officer or officers, person or persons
appointed as aforesaid by resolution of the board of directors may, if
specifically authorized by resolution of the directors, be printed, engraved,
lithographed or otherwise mechanically reproduced upon all contracts,
documents or instruments in writing or, subject to subsections 49(4) and
49(5) of the Act, bonds, debentures or other securities of the Corporation
executed or issued by or on behalf of the Corporation and all contracts,
documents or instruments in writing or bonds, debentures or other securities
of the Corporation on which the signatures of any of the foregoing officers,
directors or persons shall be so reproduced, by authorization by resolution
of the board of directors, shall, subject to subsections 49(4) and 49(5) of
the Act, be deemed to have been duly signed by such officers, shall be as
valid to all intents and purposes as if they had been signed manually and
notwithstanding that the officers, directors or persons whose signature or
signatures is or are so reproduced may have ceased to hold office at the date
of delivery or issue of such contracts, documents or instruments in writing
or bonds, debentures or other securities of the Corporation.
DECLARATIONS
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57. The chariman of the board, if appointed, the president, the
vice-presidents, secretary and/or treasurer, the assistant secretaries and/or
assistant treasurers, comptroller, accountant, chief clerk, or any one of
them, is authorized and empowered to appear and make answer for the
Corporation to all writs, orders and interrogatories upon articulated facts
issued out of any court and to declare for and on behalf of the Corporation
any answer to writs of attachment by way of garnishment in which the
Corporation is garnishee, and to make all affidavits and sworn declarations
in connection therewith or in connection with any or all judicial proceedings
to which the Corporation is a party and to make demands of abandonment or
petitions for winding up or bankruptcy orders upon any debtor of the
Corporation and to attend and vote at all meetings of creditors of any of the
Corporation's debtors and grant Proxies in connection therewith.
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FISCAL YEAR
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53. The fiscal period of the Corporation shall terminate on such day in each
year as the board of directors may from time to time by resolution determine.
The foregoing resolution is hereby consented to by the signature of the sole
director of 3351611 CANADA INC., pursuant to subsection 117(1) of the CANADA
BUSINESS CORPORATIONS ACT, effective as of the 3rd day of March, 1997.
C. SALISBURY
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Catherine Salisbury