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Exhibit 3.6
THE ORIGINAL OF THIS DOCUMENT
WAS FILED AND REGISTERED WITH
THE REGISTRAR OF COMPANIES ON
JUL 03 2001
SCHEDULE 2
ARTICLES
OF
BOWES PUBLISHERS LIMITED
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TABLE OF CONTENTS
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PART 1 - INTERPRETATION....................................................3
PART 2 - ISSUE OF SHARES...................................................3
PART 3 - SHARE CERTIFICATES................................................4
PART 4 - TRANSFER OF SHARES, GENERAL.......................................4
PART 5 - TRANSMISSION OF SHARES............................................5
PART 6 - BORROWING AND CAPITAL.............................................5
PART 7 - MEETINGS..........................................................6
PART 8 - PROCEEDINGS AT GENERAL MEETINGS...................................7
PART 9 - VOTES OF MEMBERS..................................................9
PART 10 - DIRECTORS.......................................................10
PART 11 - INDEMNIFICATION.................................................12
PART 12 - PROCEEDINGS OF DIRECTORS........................................14
PART 13 - OFFICERS........................................................15
PART 14 - EXECUTION OF INSTRUMENTS........................................16
PART 15 - DIVIDENDS.......................................................16
PART 16 - ACCOUNTS........................................................17
PART 17 - NOTICES.........................................................17
PART 18 - FEES............................................................18
PART 19 - TRANSFER OF SHARES. RESTRICTIONS................................18
PART 20 - SPECIAL RIGHTS AND RESTRICTIONS.................................19
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PART 1 - INTERPRETATION
1.1 In these Articles, unless the context otherwise requires:
(a) "directors" means the director or directors of the Company for the
time being;
(b) "Company Act" means the Company Act of the Province of British
Columbia from time to time in force and all amendments thereto and all
Regulations and amendments thereto made pursuant to that Act;
(c) "register" means the register of members to be kept pursuant to the
Company Act;
(d) "registered address" of a member means his address as recorded in the
register;
(e) "registered address" of a director means his address as recorded in
the Company's register of directors to be kept at the records office
of the Company pursuant to the Company Act.
1.2 Words importing the singular include the plural and vice versa, and words
importing a male person include a female person and a corporation.
1.3 The definitions in the Company Act in force and as amended from time to
time shall, with necessary changes and so far as applicable, apply to these
Articles.
1.4 The regulations contained in Table A in the First Schedule to the Company
Act shall not apply to the Company.
PART 2 - ISSUE OF SHARES
2.1 Subject to the Company Act and to these Articles, the issue of shares of
the Company shall be under the control of the directors who may, subject to
the rights of holders of shares of the Company for the time being
outstanding, allot or otherwise dispose of, and/or grant options on, shares
authorized but not yet issued at such times and to such persons, including
directors, and in such manner and upon such terms and conditions and at
such price or for such consideration as the directors in their absolute
discretion may determine.
2.2 Whenever the Company is not a reporting company, the directors, before
allotting any shares, shall first offer those shares pro rata to the
members, but where there are classes of shares, the directors shall first
offer the shares to be allotted pro rata to the members holding shares of
the class proposed to be allotted, and, if any shares remain, the directors
shall then offer the remaining shares pro rata to the other members. The
offer shall be made by notice specifying the number of shares offered and
the time, which shall be not less than seven days, for acceptance of the
offer. After the expiration of the time for acceptance or on receipt of
written confirmation from the person to whom such an offer is made that he
declines to accept the offer, and where there are no other members holding
shares who should first receive an offer, the directors may, for three
months thereafter, offer shares to such persons and in such manner as they
think most beneficial to the Company, but the offer to those persons shall
not be at a price less than, or on terms more favourable than, the offer to
the members. Whenever the Company is a reporting company, the directors may
allot and issue its shares at such times and in such manner and to such
persons or class of persons as the directors may determine and as the
Company Act, the Securities Act, and all other applicable laws permit.
2.3 When the Company is authorized to issue shares without par value, the
directors are authorized to determine the price or consideration for which
such shares shall be allotted or issued, and notwithstanding that the price
or
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consideration for a share may be other than cash, the price or
consideration for a share shall, at the time when the share is allotted, be
expressed in terms of money and so recorded in the proceedings of the
directors of the Company.
2.4 No share shall be issued until the Company has received the full
consideration therefore in cash, property, or services, provided that:
(a) a document or book account evidencing indebtedness of the allottee
does not constitute property;
(b) services shall be past services actually performed for the Company;
and,
(c) the value of property or services shall be the value the directors
determine by resolution to be, in all the circumstances of the
transaction, the fair market value.
2.5 Subject to the provisions and restrictions contained in the Company Act
applicable to the shares without par value or otherwise, the Company may
pay a commission or allow a discount in an amount not exceeding 25% of the
amount of the subscription price to any person in consideration of his
subscribing or agreeing to subscribe, or procuring or agreeing to procure
subscriptions, whether absolutely or conditionally for shares. The Company
may pay such brokerage as may be lawful.
PART 3 - SHARE CERTIFICATES
3.1 Every share certificate issued by the Company shall be in such form as the
directors approve and shall comply with the requirements of the Company
Act.
3.2 If any share certificate is worn out or defaced, then upon production of
that certificate to the directors or the transfer agent of the Company, the
directors or that transfer agent may declare the same to be cancelled and
cause it to be so marked and may issue a new certificate in place of the
certificate cancelled. If any share certificate is lost or destroyed, then,
upon proof of the loss or destruction to the satisfaction of the directors,
and upon giving such indemnity as the directors deem adequate, a new
certificate shall be issued to the party entitled to it. In any such case
where a new share certificate is issued, the fee prescribed in Part 18 of
these Articles must be paid if requested.
3.3 A share certificate registered in the names of two or more persons shall be
delivered to the person first named on the register.
PART 4 - TRANSFER OF SHARES, GENERAL
4.1 Subject to the restrictions, if any, set forth in these Articles, any
member may transfer his shares by instrument in writing executed by or on
behalf of such member and delivered to the Company or its transfer agent.
The instrument of transfer of any share of the Company shall be in the
form, if any, on the back of the certificate of the share being
transferred, or in any other form which the directors may approve. If the
directors so require, each instrument of transfer shall be in respect of
only one class of shares.
4.2 Every instrument of transfer shall be executed by the transferor and left
at the registered office of the Company or at an authorized office of its
transfer agent for registration, together with the certificate for the
shares to be transferred and such other evidence, if any, as the directors
or the transfer agent may require to prove the title of the transferor or
his right to transfer the shares. All instruments of transfer which are
registered shall be retained by the Company or its transfer agent, but any
instrument of transfer where the transfer is not registered shall be
returned to the person depositing the same, together with the share
certificate which accompanied the same
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when tendered for registration. The transferor shall remain the holder of
the share until the name of the transferee is entered on the register in
respect of that share.
4.3 The signature of the registered owner of any shares, or of his duly
authorized attorney, upon the form of transfer constitutes an authority to
the Company to register the shares specified in the form of transfer in the
name of the person named in that form as transferee or, if no person is so
named, then in any name designated in writing by the person depositing the
share certificate and the form of transfer with the Company or its agents.
The Company or its transfer agent may require proof or guarantee of the
signature of any transferor.
4.4 Neither the Company nor any director, officer or agent is bound to enquire
into the title of the transferee of shares to be transferred, nor is any
such person liable to the registered or any intermediate owner of the
shares for registering the transfer.
4.5 The Company may keep its register of members either at its records office
or at any office in the Province of British Columbia of a trust company
registered under the Trust Company Act, and may keep, or cause to be kept
within the Province by a trust company registered as aforesaid, one or more
branch registers of members.
4.6 Whenever the Company is a reporting company, but not otherwise, it may
cause one or more branch registers of members to be kept outside the
Province of British Columbia.
PART 5 - TRANSMISSION OF SHARES
5.1 In the case of the death or bankruptcy of a member, his personal
representative or trustee in bankruptcy shall be the only person recognized
by the Company as having any title to or interest in the shares registered
in the name of the deceased. Before recognizing any personal representative
or trustee in bankruptcy the directors may require him to produce and
deposit the documents required by the Company Act.
5.2 Notwithstanding anything otherwise provided in these Articles, if a person
becomes entitled to a share as a result of an order of a Court of competent
jurisdiction or pursuant to a statute, then, upon producing such evidence
as the directors think sufficient that he is so entitled, such person may
be registered as holder of the share.
PART 6 - BORROWING AND CAPITAL
6.1 Subject to any restriction which may from time to time be included in the
memorandum of the Company or these Articles or contained in the Company Act
or the terms, rights or restrictions of any shares or securities of the
Company outstanding, the directors may at their discretion authorize the
Company to borrow any sum of money and may raise or secure the repayment of
such sum in such manner and upon such terms and conditions, in all
respects, as they think fit, and in particular, and without limiting the
generality of the foregoing, by the issue of bonds or debentures, or any
mortgage or charge, whether specific or floating, or by granting any other
security on the undertaking, or the whole or any part of the property, of
the Company, both present and future.
6.2 The directors may make any debentures, bonds or other debt obligations
issued by the Company, by their terms assignable free from any equities
between the Company and the person to whom they may be issued or any other
person who lawfully acquires the same by assignment, purchase, or
otherwise, howsoever.
6.3 The directors may authorize the issue of any debentures, bonds or other
debt obligations of the Company at a discount, premium or otherwise, and
with special or other rights or privileges as to redemption, surrender,
entitlement to interest or share of income, allotment of, or conversion
into,
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or exchange for shares, attendance at general meetings of the Company, and
otherwise as the directors may determine at or before the time of issue,
but no debenture shall be issued which the Company has not the power to
reissue until the members by resolution determine such debenture shall be
cancelled unless such debenture expressly provides by its terms that it
shall not be reissued. The Company may cause one or more branch registers
of its debenture holders to be kept.
6.4 The Company by ordinary resolution of the members and insofar as the
Company Act shall permit, may alter its memorandum to increase its
authorized capital by:
(a) creating shares with par value, or shares without par value, or both;
(b) increasing the number of shares with par value, or shares without par
value, or both;
(c) increasing the par value of a class of shares with par value, if no
shares of that class are issued; or
(d) creating shares of different classes with special rights or
restrictions.
6.5 The Company may, by resolution of the directors and subject to the
provisions of the Company Act and the specific provisions of any special
rights or restrictions attached to any class or classes of its shares,
purchase or otherwise acquire any of its shares if, at the time of the
proposed purchase or acquisition the Company is not insolvent or likely to
be rendered insolvent by such purchase or acquisition and if, where a
proposed purchase of shares is not to be made through a stock exchange, the
Company shall make its offer to purchase pro rata to every member who holds
shares of the class or kind to be purchased unless the Company is
purchasing shares from a dissenting member pursuant to the Company Act.
6.6 The Company may, by resolution of the directors and subject to the
provisions of the Company Act and the specific provisions of any special
rights or restrictions attached to any class or classes of its shares by
the Memorandum or these Articles, redeem any of its issued shares that have
a right of redemption attached thereto provided that at the time of such
redemption the Company is not insolvent or likely to be rendered insolvent
by such redemption and where the Company proposes to redeem some, but not
all, of its shares of a particular class or kind, the directors shall have
absolute discretion to determine in such manner as they deem proper which
shares shall be redeemed, and, without limiting the generality of the
foregoing, may redeem shares which have been purchased by the Company in
priority to shares which are held by members.
6.7 The banking business of the Company, or any part thereof, shall be
transacted with such bank, trust company or other firm or body corporate as
the board may designate, appoint or authorize from time to time and all
such banking business, or part thereof, shall be transacted on the
Company's behalf by such one or more officers or other persons as the board
may designate, direct or authorize from time to time and to the extent
thereby provided.
PART 7 - MEETINGS
7.1 Meetings of the Company shall be held at such time and place, in accordance
with the Company Act, as the directors appoint, and, unless otherwise
specifically provided, the provisions of these Articles relating to
meetings shall apply with necessary changes to a meeting of members holding
a particular class of shares.
7.2 Every meeting, other than an annual general meeting or a class meeting,
shall be called an extraordinary general meeting.
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7.3 The directors may, whenever they think fit, convene an extraordinary
general meeting.
7.4 Notice of a meeting shall be given not less than 21 days and not more than
50 days prior to the date of the meeting and shall specify the place, the
day and the hour of meeting, and, in case of special business, the general
nature of that business. The accidental omission to give notice of any
meeting to, or the non-receipt of any notice by, any of the members
entitled to receive notice, shall not invalidate any proceedings at that
meeting.
7.5 If any special business includes presenting, considering, approving,
ratifying or authorizing the execution of any document, then the portion of
any notice relating to that document is sufficient if it states that a copy
of the document or proposed document is or will be available for inspection
by members at an office of the Company in the Province of British Columbia
or at one or more designated places in the Province during business hours
on any specified or unspecified business day or days prior to the date of
the meeting, and at the meeting.
7.6 Meetings of members shall be held at the registered office of the Company
or elsewhere in the municipality in which the registered office is situate
or, if the board shall so determine, at some other place in Canada or, if
all members entitled to vote at the meeting agree, at some place outside
Canada, and a member who attends a meeting outside Canada is deemed to have
so agreed except when he attends such meeting for the express purpose of
objecting to the transaction of any business on the grounds that the
meeting is not lawfully held.
7.7 The Company shall prepare a list of members entitled to receive notice of
meetings, arranged in alphabetical order and showing the number of shares
entitled to be voted at the meeting held by each member. The list shall be
available for examination by any member during usual business hours at the
registered office of the Company or at the place where the securities
register is kept and at the place where the meeting is held.
PART 8 - PROCEEDINGS AT GENERAL MEETINGS
8.1 The following business at a general meeting shall be deemed to be special
business:
(a) All business at an extraordinary general meeting;
(b) All business that is transacted at an annual general meeting, with the
exception of the consideration of the financial statements and the
report of the directors and auditors, the election of directors, the
appointment of the auditors and such other business as, under these
Articles or in accordance with the Company Act, ought to be transacted
at an annual general meeting or is business which is brought under
consideration by the report of the directors issued with the notice
convening the meeting;
and no special business shall be conducted at any meeting unless notice of
that business has been given to the members in accordance with these
Articles or members holding at least 75% of the shares entitled to be
voted at that meeting are present and consent to the conduct of such
business.
8.2 No business, other than the election of a chairman and the adjournment or
termination of the meeting, shall be conducted at any meeting at any time
when a quorum is not present. A quorum shall be two persons holding or
representing by proxy not less than one-half of the outstanding shares of
the Company which are entitled to be voted at the meeting, unless the
Company has only one member, in which case the quorum shall be that member
who may conduct the business of the Company by proceedings recorded in
writing and signed by him. If at any time during a meeting there ceases to
be a quorum present, any business then in progress shall be suspended
until there is a quorum present or until the meeting is adjourned or
terminated, as the case may be.
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8.3 If within 30 minutes from the time appointed for a meeting a quorum is not
present, the meeting, if convened upon the requisition of members, shall be
terminated. In any other case, it shall stand adjourned to the same day in
the next week, at the same time and place, and if, at the adjourned
meeting, a quorum is not present within half an hour from the time
appointed for the meeting, the member or members present shall be a quorum.
8.4 Subject to Article 8.5, the chairman of the directors, if there is one,
failing whom the president of the Company, failing whom one of the
directors present chosen by the directors from among their number, shall
preside as chairman of every meeting.
8.5 If at any general meeting there is no chairman or president or director
present within 15 minutes after the time appointed for holding the meeting,
or if the chairman or president and all the directors present are unwilling
to act as chairman, the members present shall choose someone of their
number to be chairman.
8.6 The chairman of a meeting may, with the consent of any meeting at which a
quorum is present, and shall, if so directed by the meeting, adjourn the
meeting from time to time and from place to place, but no business shall be
transacted at any adjourned meeting other than the business left unfinished
at the meeting from which the adjournment took place. When a meeting is
adjourned for 30 days or more, notice of the adjourned meeting shall be
given as in the case of the original meeting. Except as aforesaid, it is
not necessary to give any notice of an adjournment or of the business to be
transacted at an adjourned meeting.
8.7 No resolution proposed at a meeting need be seconded, and the chairman of
any meeting is entitled to move or propose a resolution.
8.8 In case of an equality of votes either on a show of hands or on a poll, the
chairman shall have a casting or second vote in addition to the vote or
votes to which he may be entitled as a member, which vote or votes he is
entitled to cast without vacating the chair.
8.9 In the case of any dispute as to the admission or rejection of a proxy or a
vote, the chairman shall determine the same and his determination, made in
good faith, is final and conclusive.
8.10 A member entitled to more than one vote need not, if he votes, use all his
votes or cast all the votes he uses in the same way.
8.11 Subject to these Articles, if a poll is duly demanded it shall be taken in
such manner as the chairman directs within seven days of the demand for the
same. The result of the poll shall be deemed to be the resolution of the
meeting at which the poll is demanded. A demand for a poll may be withdrawn
at any time before it has been taken.
8.12 A poll demanded on a question of adjournment shall be taken at the meeting
without adjournment.
8.13 The demand for a poll shall not, unless the chairman so rules, prevent the
continuance of a meeting for the transaction of any business other than the
question on which a poll has been demanded or questions which depend or
bear upon that question.
8.14 Subject always to any contrary or specific provision of the Company Act, a
resolution that has been submitted to all of the members who would have
been entitled to vote thereon in person or by proxy at a meeting and that
has been consented to in writing by such members holding not less than 75%
of the shares of the Company shall be deemed to be an ordinary resolution
passed at a meeting.
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8.15 Subject always to any contrary or specific provision of the Company Act, a
resolution consented to in writing by every member of the Company who would
have been entitled to vote thereon in person or by proxy at a meeting shall
be deemed to be a special resolution passed at a meeting.
8.16 Subject always to the provisions of the Company Act, whenever the Company
is not a reporting company, where all the members entitled to attend and
vote at the annual general meeting of the Company consent in writing to all
the business required to be transacted at the meeting, it is not necessary
for the Company to hold that annual general meeting.
8.17 The only persons entitled to be present at a meeting of members shall be
those entitled to vote thereat, the directors and the auditor of the
Company and others who, although not entitled to vote, are entitled or
required under any provision of the Company Act or the articles to be
present at the meeting. Any other person may be admitted only on the
invitation of the chairman of the meeting or with the consent of the
meeting.
PART 9 - VOTES OF MEMBERS
9.1 Subject to any rights or restrictions for the time being attached to any
class or classes of shares, on a show of hands every member over the age of
eighteen years present in person or by proxy has one vote, and on a poll
every such member present in person or by proxy has one vote for each share
he holds on the record date except that no member which is a corporation
which is a subsidiary of the Company shall be entitled to vote its shares
of the Company, and the Company itself shall not vote in respect of any
share of the Company that it has redeemed purchased, or otherwise acquired.
9.2 Any person who is not registered as a member but who is entitled to vote at
any meeting in respect of a share, may vote the share in the same manner as
if he were a member, but, unless the directors have previously admitted his
right to vote at that meeting in respect of the share, if so required by
any director he shall satisfy the directors of his right to vote the share
before the time for holding the meeting, or adjourned meeting, as the case
may be, at which he proposes to vote.
9.3 Where there are joint members registered in respect of any share, any one
of the joint members may vote at any meeting, either personally or by
proxy, in respect of the share as if he were solely entitled to it. If more
than one of the joint members is present at any meeting, personally or by
proxy, the joint member present whose name stands first on the register in
respect of the share shall alone be entitled to vote in respect of that
share. Several executors or administrators of a deceased member in whose
sole name any share stands shall, for the purposes of this Article, be
deemed joint members.
9.4 Subject to the provisions of the Company Act, a corporation which is a
member and is not a subsidiary of the Company may vote by up to two duly
authorized representatives, who are entitled to speak and vote, either in
person or by proxy, and in all other respects exercise the rights of a
member and those representatives shall be reckoned as a member for all
purposes in connection with any meeting of the Company.
9.5 A member for whom a committee has been duly appointed may vote, whether on
a show of hands or on a poll, by his committee and that committee may
appoint a proxyholder.
9.6 Unless the directors otherwise determine, the instrument appointing a
proxyholder and the power of attorney or other authority, if any, under
which it is signed, or a notarially certified copy thereof, shall be
deposited at a place specified for that purpose in the notice convening the
meeting, not less than 48 hours before the time for holding the meeting at
which the proxyholder proposes to vote, or, if no such place is specified,
then it shall be deposited with the chairman of the meeting prior to the
commencement of the meeting.
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9.7 A vote given in accordance with the terms of an instrument of proxy is
valid notwithstanding the previous death or incapability of the member, or
revocation of the proxy, or of the authority under which the proxy was
executed, or the transfer of the share in respect of which the proxy is
given, if, but only if, no prior notice in writing of the death,
incapability, revocation or transfer has been received at the registered
office of the Company or by the chairmen of the meeting or adjourned
meeting before the vote is given.
9.8 An instrument appointing a proxyholder, whether for a specified meeting or
otherwise, shall be, subject to the requirements of the Company Act, in the
form approved by the directors.
9.9 A proxy or an instrument appointing a duly authorized representative of a
corporation shall be in writing, under the hand of the appointor or of his
attorney duly authorized in writing, or, if such appointor is a
corporation, either under its seal or under the hand of an officer or
attorney duly authorized.
9.10 Any person may act as a proxyholder whether or not he is entitled on his
own behalf to be present and to vote at the meeting at which he acts as
proxyholder.
9.11 The directors may fix in advance a date, preceding the date of any meeting
of members by not more than 50 days and not less than 21 days, as a record
for the determination of the members entitled to notice of the meeting,
provided that notice of any such record date is given, not less than 14
days before such record date, by newspaper advertisement in the place where
the registered office of the Company is situate. If no record date is so
fixed, the record date for the determination of the members entitled to
receive notice of the meeting shall be at the close of business on the day
immediately preceding the day on which the notice is given or, if no notice
is given, the day on which the meeting is held.
PART 10 - DIRECTORS
10.1 The directors named in the Instrument of Continuation at the coming into
force of these Articles, shall be the directors of the Company unless and
until such person:
(a) dies;
(b) resigns in writing;
(c) is no longer qualified in accordance with these Articles or the
Company Act; or
(d) is removed from office by ordinary resolution of the members.
10.2 The management of the business of the Company shall be vested in the
directors and the directors may exercise all such powers and do all such
acts and things as the Company may exercise and do which are not by these
Articles or by the Company Act or otherwise lawfully directed or required
to be exercised or done by the Company in general meeting, but subject,
nevertheless, to the provisions of all laws affecting the Company and of
these Articles and to any rules, not being inconsistent with these Articles
which are made from time to time by the Company in general meeting,
provided that no rule made by the Company in general meeting shall
invalidate any prior act of the directors that would have been valid if
that rule had not been made.
10.3 The number of directors shall be at least one as long as the Company is not
a reporting company, and shall be at least three whenever the Company is a
reporting company, and no more than 25. Subject to the foregoing, the
number of directors may be determined from time to time by resolution of
the members, and provided that the number of directors holding office shall
not fall below the minimum numbers above mentioned, the number of directors
shall be automatically
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reduced upon the death, resignation, removal or disqualification of any
director and automatically increased upon the appointment of any additional
director or directors in accordance with these Articles.
10.4 A director is not required to hold a share of the Company as qualification
to be a director, but in order to be qualified he must not be:
(a) under the age of 18 years; or,
(b) found to be incapable of managing his own affairs by reason of mental
infirmity; or,
(c) a corporation; or,
(d) an undischarged bankrupt; or,
(e) unless the Supreme Court of British Columbia orders otherwise,
convicted within or without the Province of British Columbia of an
offence
(i) in connection with the promotion, formation, or management of a
corporation; or,
(ii) involving fraud,
unless five years have elapsed since the expiration of the period
fixed for suspension of the passing of sentence without sentencing, or
since a fine was imposed, or the term of imprisonment and probation
imposed, if any, was concluded, whichever is the latest, but the
disability imposed by this clause ceases upon a pardon being granted
under the Criminal Records Act (Canada);
and every director must not be subject to any other disqualifications as to
office according to the Company Act, provided always that no person who is
not ordinarily resident in Canada shall be appointed a director of the
Company if, upon his appointment, the majority of the directors of the
Company would not be persons ordinarily resident in Canada.
10.5 In the event of the death, resignation, removal or disqualification of a
director and his consequent vacating of office in accordance with these
Articles or the Company Act in circumstances in which the majority of the
directors of the Company would thereafter not be persons ordinarily
resident in Canada, then the last appointed director who is not ordinarily
resident in Canada shall, ipso facto, be disqualified from office and be no
longer a director of the Company. In the event there are on the happening
of such an event two or more persons who are not ordinarily resident in
Canada who were last appointed and appointed at the same time, then the
Secretary shall determine by lot which of the two or more so last appointed
shall have ceased to hold office by reason of this paragraph. Subject to
the foregoing, if a casual vacancy should 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. Where a vacancy or vacancies
exist on the board, the remaining directors may exercise all of the powers
of the board so long as a quorum remains in office.
10.6 If the Company removes any director by ordinary resolution, it may by
ordinary resolution, appoint another person in his stead.
10.7 Any person not being a member of the Company who becomes a director shall
be deemed to have agreed to be bound by the provisions of the Articles to
the same extent as if he were a member of the Company.
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10.8 Subject to the provisions of any ordinary resolution, the remuneration of
the directors as such may from time to time be determined by the directors
themselves, and such remuneration may be in addition to any salary or
other remuneration paid to any officer or employee of the Company as such,
who is also a director. The directors shall be repaid such reasonable
expenses as they may incur in and about the business of the Company, and
if any director shall perform any professional or other services for the
Company that are outside the ordinary duties of a director, or shall
otherwise be specifically occupied in or about the Company's business, he
may be paid a special remuneration to be fixed by the directors in
addition to any other remuneration that he may be entitled to receive and
the same shall be charged as part of the ordinary working expenses. Unless
otherwise determined by ordinary resolution, the directors on behalf of
the Company may pay a gratuity or pension or allowance on retirement to
any person who has held any office of employment with the Company or to
his spouse or dependants and may make contributions under any plan or to
any fund and pay premiums for the purchase or provision of any such
gratuity, benefit, pension or allowance.
10.9 The directors may from time to time and at any time by power of attorney
appoint any company, firm or person or body of persons to be the attorney
or attorneys of the Company for such purposes and with such powers,
authorities and discretion, not exceeding those vested in or exercisable
by the directors under these Articles, and for such period, and subject to
such conditions, as they may think fit.
10.10 A director who is in any way directly or indirectly interested in a
proposed contract or transaction with the Company shall disclose the
nature and extent of his interest at a meeting of the directors in
accordance with the provisions of the Company Act. A director shall not
vote in respect of any contract or transaction with the Company in which
he is interested, and if he shall do so his vote shall not be counted, but
he may be counted in the quorum present at the meeting at which such vote
is taken.
10.11 A director may hold any office or place of profit under the Company other
than auditor, for such period, and on such terms as to remuneration or
otherwise, as the directors may determine. Subject to compliance with the
Company Act, no director shall be disqualified by his office from
contracting with the Company either with regard to his tenure of any
office or place of profit or as vendor, purchaser or otherwise.
10.12 Any director may act by himself or his firm in any professional capacity
for the Company except as auditor, and he or his firm shall be entitled to
remuneration for professional services as if he were not a director.
10.13 At each annual general meeting of the Company all the directors shall
retire from office, but are eligible for re-election and the members shall
by ordinary resolution elect a board of directors consisting of the number
of directors so retiring or determined by resolution or recommendation of
the directors. If in any calendar year the Company does not hold an annual
general meeting the directors then in office shall be deemed to have been
elected as directors on the last day on which the meeting should have been
held pursuant to the Company Act, and the directors so elected may hold
office until other directors are appointed or elected or until the day on
which the next annual general meeting is held.
PART 11 - INDEMNIFICATION
11.1 The Company shall indemnify any director, officer, employee or agent of
the Company who was or is a party or is threatened to be made a party to
any threatened, pending or completed action or proceeding and whether
civil, criminal or administrative, by reason of the fact that he is or was
a director, officer, employee, or agent of the Company or any act or thing
occurring at a time when he is or was serving at the request of the
Company as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against all costs,
charges and expenses, including legal fees and any amount paid to settle
the action or
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proceeding or satisfy a judgment, if he acted honestly and in good faith
with a view to the best interests of the corporation or other legal entity
or enterprise as aforesaid of which he is or was a director, officer,
employee or agent, as the case may be, and exercised the care, diligence
and skill of a reasonably prudent person, and with respect to any criminal
or administrative action or proceeding, he had reasonable ground for
believing that his conduct was lawful; provided that no indemnification of
a director or former director of the Company, or director or former
director of a corporation in which the Company is or was a shareholder,
shall be made except to the extent approved by the Court pursuant to the
Company Act or any other statute. The determination of any action, suit or
proceeding by judgment, order, settlement, conviction or otherwise shall
not, of itself, create a presumption that the person did not act honestly
and in good faith and in the best interests of the Company and did not
exercise the care, diligence and skill of a reasonably prudent person and,
with respect to any criminal action or proceeding, did not have reasonable
grounds to believe that his conduct was lawful.
11.2 The Company shall indemnify any person in respect of any loss, damage,
costs or expenses whatsoever incurred by him while acting as an officer,
employee or agent for the Company unless such loss, damage, costs or
expenses shall arise out of failure to comply with instructions, wilful
act or default or fraud by such person, in any of which events the Company
shall only indemnify such person if the directors, in their absolute
discretion, so decide or the Company by ordinary resolution shall so
direct.
11.3 The indemnification provided by this Article shall not be deemed exclusive
of any other rights to which those seeking indemnification may be entitled
under any other Article, or any valid and lawful agreement, vote of
members or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall entire to the benefit of the heirs,
executors and administrators of such person The indemnification provided
by this Article shall not be exclusive of any powers, rights, agreements
or undertakings which may be legally permissible or authorized by or under
any applicable law. Notwithstanding any other provisions set forth in this
Article, the indemnification authorized by this Article shall be
applicable only to the extent that any such indemnification shall not
duplicate indemnity or reimbursement which that person has received or
shall receive otherwise than under this Part.
11.4 The directors are authorized from time to time to cause the Company to
give indemnities to any director, officer, employee, agent or other person
who has undertaken or is about to undertake any liability on behalf of the
Company or any corporation controlled by it.
11.5 Subject to the Company Act, no director or officer or employee for the
time being of the Company shall be liable for the acts, receipts, neglects
or defaults of any other director or officer or employee, or for joining
in any receipt or act for conformity, or for any loss, damage or expense
happening to the Company through the insufficiency or deficiency of title
to any property acquired by order of the Board for the Company, or for the
insufficiency or deficiency of any security in or upon which any of the
moneys of or belonging to the Company shall be invested or for any loss or
damages arising from the bankruptcy, insolvency, or tortious act of any
person, firm or corporation with whom or which any moneys, securities or
effects shall be lodged or deposited or for any loss occasioned by any
error of judgment or oversight on his part or for any other loss, damage
or misfortune whatever which may happen in the execution of the duties of
his respective office or trust or in relation thereto unless the same
shall happen by or through his own wilful act or default, negligence,
breach of trust or breach of duty.
11.6 Directors may rely upon the accuracy of any statement of fact represented
by an officer of the Company to be correct or upon statements in a written
report of the auditor of the Company and shall not be responsible or held
liable for any loss or damage resulting from the paying of any dividends
or otherwise acting in good faith upon any such statement.
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11.7 The directors may cause the Company to purchase and maintain insurance for
the benefit of any person who is or was a director, officer, employee or
agent of the Company or is or was serving at the request of the Company as
a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any
liability incurred by him as a director, officer, employee or agent.
PART 12 - PROCEEDINGS OF DIRECTORS
12.1 Notice of the time and place of each meeting of the board shall be given
to each director not less than 48 hours before the time when the meeting
is to be held. A notice of meeting of directors need not specify the
purpose of or business to be transacted at the meeting except where the
Company Act requires such purpose or business to be specified. The
directors, when there is more than one, may meet together at such places
as they think fit for the dispatch of business, adjourn and otherwise
regulate their meetings and proceedings as they see fit.
12.2 The quorum shall be a majority of the directors then in office, and when
an even number of directors are holding office, shall be one more than
half of their number.
12.3 Unless and until the directors shall elect one of their number to be
chairman of the board of directors, the president of the Company shall be
chairman of all meetings of the directors; but if at any meeting a
chairman elected by the directors or the president is not present within
30 minutes after the time appointed for holding the meeting, the directors
present may choose someone of their number to be chairman at that meeting.
12.4 Any director may waive notice of any meeting of directors. Accidental
omission to give notice of a meeting of directors to, or non-receipt of
notice by, any director, shall not invalidate the proceedings of any
meeting of the directors.
12.5 Provided a quorum of directors is present, each newly elected board may
without notice hold its first meeting following the meeting of members at
which such board is elected. Notice of an adjourned meeting of the board
is not required if the time and place of the adjourned meeting is
announced at the original meeting.
12.6 Except as provided in the Company Act, the Directors may participate in a
meeting of the Directors by means of telephone or other communications
facilities that permit all Directors participating in the meeting to
communicate with each other. A meeting so held in accordance with this
Article shall be deemed to be an actual meeting of the board and any
resolution passed at such meeting shall be as valid and effectual as if it
had been passed at a meeting where the Directors are physically present. A
Director participating in a meeting in accordance with this Article shall
be deemed to be present at the meeting and to have so agreed and shall be
counted in the quorum therefore and be entitled to participate in and vote
thereat.
12.7 The directors, or any committee of directors, may take any action required
or permitted to be taken by them and may exercise all or any of the
authorities, powers and discretion for the time being vested in or
exercisable by them by resolution either passed at a meeting at which a
quorum is present and at which a majority of the directors present are
resident Canadians or authorized by resolution consented to in writing
signed by all the directors in accordance with the Company Act. The board
may transact business at a meeting of directors where a majority of
resident Canadian directors is not present if a resident Canadian director
who is unable to be present approves in writing or by telephone or other
communications facilities the business transacted at the meeting, and a
majority of Canadian resident directors would have been present had that
director been present at the meeting.
12.8 The directors may delegate any, but not all, of their powers to committees
consisting of such director or directors as they think fit. Any committee
so formed in the exercise of the powers so
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delegated shall conform to any rules that may from time to time be imposed
on it by the directors, and shall report every act or thing done in
exercise of those powers to the first meeting of the directors held after
it has been done.
12.9 A committee of more than one director may elect a chairman of its meetings
and if no chairman is elected, or if at any meeting the chairman is not
present within 30 minutes after the time appointed for holding the
meeting, the directors present who are members of the committee may choose
one of their number to be chairman of the meeting.
12.10 The member or members of a committee may govern their procedure as they
think proper, subject to any rules imposed by the directors. Each
committee shall have the power to fix its quorum at not less than a
majority of its members. Questions arising shall be determined by the
member, if there be only one, or by a majority of votes of the members
present, but in case of an equality of votes the chairman of a committee
shall not have a second or casting vote.
12.11 Any director of the Company who may be absent from the Province of British
Columbia may file at the registered office of the Company by letter or
facsimile a waiver of notice of any meeting of the directors and may, at
any time and by one of the means mentioned aforesaid, withdraw the waiver,
but until the waiver is withdrawn, no notice of meetings of directors need
be sent to that director, and any and all meetings of the directors of the
Company held after receipt of such waiver and held prior to its withdrawal
shall, provided a quorum of the directors is present, be valid and
effective without notice of such meeting given to that director.
12.12 Questions arising at any meeting of the directors shall be decided by a
majority of votes. In case of an equality of votes, the chairman shall
have a second or casting vote.
12.13 No resolution proposed at a meeting of directors need be seconded, and the
chairman of any meeting is entitled to move or propose and vote upon a
resolution of the directors.
12.14 All acts done by any meeting of the directors or by a committee of
directors or by any person acting as a director shall, notwithstanding
that it shall be afterwards discovered that there was some defect in the
appointment of any such director or person acting as aforesaid, or that
they or any of them were disqualified be as valid as if every such person
had been duly appointed and was qualified to be a director.
PART 13 - OFFICERS
13.1 The Company shall have a president and a secretary whom the directors
shall appoint. The President must be a director of the Company. Except
when the Company has only one member, the President and Secretary shall be
different persons. Subject to the foregoing, the board may from time to
time appoint such other officers as the board may determine.
13.2 All appointments of officers shall be made at such remuneration, whether
by way of salary, fee, commission, participation in profits, or otherwise,
as the directors think fit, and every appointment of an officer by the
directors shall be in force until revoked by the directors or until the
death or resignation in writing of the officer unless otherwise provided
in the resolution of appointment.
13.3 Every officer of the Company who holds any office or possesses any
property whereby, whether directly or indirectly, duties or interests
might be created in conflict with his duties or interests as an officer of
the Company shall, in writing, disclose to the President the fact and the
nature, character and extent of the conflict.
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PART 14 - EXECUTION OF INSTRUMENTS
14.1 The Secretary or any other officer or any director may sign certificates
and similar instruments (other than share certificates) on the Company's
behalf with respect to any factual matters relating to the Company's
business affairs, including certificates verifying copies of the articles,
by-laws, resolutions and minutes of meetings of the Company. Subject to
the foregoing, deeds, transfers, assignments, contracts, obligations,
certificates and other instruments shall be signed on behalf of the
Company by two 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. In addition, the board
may from time to time direct the manner in which and the person or persons
by whom any particular instrument or class of instruments may or shall be
signed.
14.2 The directors may, but shall not be required to, provide a common seal for
the Company. They shall have power from time to time to destroy the same
or substitute a new seal in place of the seal destroyed or to cause the
affairs of the Company to be conducted without a common seal. In the event
a seal is provided, then unless otherwise provided by the directors, the
same may be affixed to any document by the signing officers designated in
Article 14.1.
14.3 Subject to the provisions of the Company Act, the directors may provide
for use in any other province, state, territory or country an official
seal, which shall be a facsimile of the common seal of the Company, with
the addition on its face of the name of the province, state, territory or
country where it is to be used.
14.4 The signature of any officer of the Company may be printed, lithographed,
engraved or otherwise mechanically reproduced upon all instruments
executed or issued by the Company or any officer thereof; and, subject to
the Company Act, any instrument on which the signature of any such person
is so reproduced, shall be deemed to have been manually signed by such
person whose signature is so reproduced and shall be as valid to all
intents and purposes as if such instrument had been signed manually, and
notwithstanding that the person whose signature is so reproduced may have
ceased to hold office at the date of the delivery or issue of such
instrument. The term "instrument" as used in this Article shall include
all paper and electronic writings.
PART 15 - DIVIDENDS
15.1 The directors may declare dividends and fix the date of record therefore
and the date for payment thereof, provided that the record date may
precede the payment date by not more than 50 days and notice of such
record date is given not less than 14 days before such record date by
advertisement in a newspaper published or distributed in the place where
the Company has its registered office. If no record date is fixed then the
record date shall be the close of business on the day on which the
resolution relating to such dividend is passed by the board.
15.2 Subject to the terms of shares with special rights or restrictions, all
dividends shall be declared according to the number of shares held.
15.3 Dividends may only be payable out of the profits of the Company. No
dividend shall bear interest against the Company. A transfer of a share
shall not pass the right to any dividend thereon before the registration
of the transfer in the register.
15.4 A resolution declaring a dividend may direct payment of the dividend
wholly or partly by the distribution of specific assets or of paid-up
shares, bonds, debentures or other debt obligations of the Company, or in
any one or more of those ways, and, where any difficulty arises in regard
to the distribution, the directors may settle the same as they think
expedient, and in particular may fix the value for distribution of
specific assets, and may determine that cash payments shall be
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made to a member upon the basis of the value so fixed in place of
fractional shares, bonds, debentures or other debt obligations in order to
adjust the rights of all parties, and may vest any of those specific
assets in trustees upon such trusts for the persons entitled as may seem
expedient to the directors.
15.5 Any dividend or other moneys payable in cash in respect of a share may be
paid by cheque sent through the post to the member in a prepaid letter,
envelope or wrapper addressed to the member at his registered address, or
in the case of joint members, to the registered address of the joint
member who is the first named on the register, or to such person and to
such address as the member or joint members, as the case may be, in
writing direct. Any one of two or more joint members may give effectual
receipts for any dividend or other moneys payable or assets distributable
in respect of a share held by them.
15.6 No notice of the declaration of a dividend need be given to any member.
15.7 The directors may, before declaring any dividend, set aside out of the
profits of the Company such sums as they think proper as a reserve or
reserves which shall, at the discretion of the directors, be applicable
for meeting contingencies, or for equalizing dividends, or for any other
purpose to which the profits of the Company may be properly applied, and
pending that application may, at the like discretion, either be employed
in the business of the Company or be invested in such investments, as the
directors may from time to time think fit, including shares of the Company
purchased or acquired in accordance with these Articles.
15.8 The directors may capitalize any undistributed surplus on hand of the
Company and may from time to time issue as fully paid and non-assessable
any unissued shares or any bonds, debentures or other debt obligations of
the Company as a dividend representing such undistributed surplus on hand
or any part thereof.
15.9 Should any dividend result in any shareholder being entitled to a
fractional share, the directors shall have the right to pay such
shareholders the cash equivalent of such fractional part, and shall have
the further right to carry out such distribution and to adjust the rights
of the shareholders with respect thereto on as practical and equitable a
basis as possible.
15.10 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 Company.
PART 16 - ACCOUNTS
16.1 The directors shall cause records and books of accounts to be kept as
necessary to record properly the financial affairs and conditions of the
Company and to comply with the provisions of the Company Act and all
statutes applicable to the Company.
16.2 The fiscal period of the Company shall terminate on such day in each year
as the Board of Directors may from time to time, by resolution, determine.
PART 17 - NOTICES
17.1 A notice may be given to any member or director, either by personal
service or by sending it by post to him in a letter, envelope or wrapper
or by facsimile addressed to the member or director at his registered
address or in any manner approved by the directors and not prohibited by
the Company Act.
17.2 A notice may be given by the Company to joint members in respect of a
share registered in their names by giving the notice to the joint member
first named in the register of members in respect of that share.
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17.3 A notice may be given by the Company to the persons entitled to a share in
consequence of the death or bankruptcy of a member by sending it through
the post in a prepaid letter, envelope or wrapper addressed to them by
name, or by the title of representatives of the deceased or trustee of the
bankrupt, or by any like description, at the address, if any, supplied for
the purpose by the persons claiming to be so entitled, or, until that
address has been so supplied, by giving the notice in any manner in which
the same might have been given if the death or bankruptcy had not
occurred.
17.4 Any notice or document sent by post to, or left at, the registered address
of any member, shall, notwithstanding that member is then deceased, and
whether or not the Company has notice of his death, be deemed to have been
duly served in respect of any registered shares, whether held solely or
jointly with other persons by that deceased member, until some other
person is registered in his stead as the member or joint member in respect
of those shares, and that service shall for all purposes of these Articles
be deemed a sufficient service of such notice or document on his personal
representatives and all persons, if any, jointly interested with him in
those shares.
17.5 Any notice sent by post shall be deemed to have been served on the second
day following that on which the letter, envelope or wrapper containing the
same is posted exclusive of any day upon which the mail is not regularly
delivered or handled in either the place of posting or the place of
delivery, and in proving service it is sufficient to prove that the
letter, envelope or wrapper containing the notice was properly addressed
and put in a Canadian government post office, postage prepaid, subject
always to it being proved by the person to whom the notice was addressed
that the mail was not regularly delivered or handled as aforesaid on or
between the day of posting and the day of delivery.
17.6 Notice of every general meeting shall be given in the manner hereinbefore
authorized to:
(a) every member holding a share or shares carrying the right to vote at
such meetings on the record date or, if no record date was
established by the directors, on the date of personal service or
mailing;
(b) every person upon whom the ownership of a share has devolved by
reason of his being a legal personal representative or a trustee in
bankruptcy of a member where the member, but for his death or
bankruptcy, would be entitled to receive notice of the meeting; and
(c) the auditor of the Company.
Subject to any provisions in any instrument of the Company or in the
special rights or restrictions attached to any shares, no other person is
entitled to receive notice of general meetings.
PART 18 - FEES
18.1 The Company may charge the following fee to issue a new certificate in
exchange for an existing certificate or a defaced or worn out certificate
or to replace a lost or destroyed certificate:
Per new certificate: $1.00
PART 19 - TRANSFER OF SHARES. RESTRICTIONS
19.1 A share or shares in the Company may be transferred by an instrument of
transfer and in accordance with these Articles by any member, or the
personal representative of any deceased member or the trustee in
bankruptcy of any bankrupt member or by the liquidator of any member which
is a corporation, only with the approval of a resolution of the directors.
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19.2 Notwithstanding anything otherwise provided in these Articles, the
directors may, in their absolute discretion, refuse to allow and decline
to register any transfer of shares to any person, even if the foregoing
conditions and other provisions of these Articles are complied with, and
the directors shall not be bound or required to disclose their reasons for
any such refusal to anyone.
19.3 The number of members of the Company shall be limited to 50, not including
persons who are in the employment of the Company and persons who, having
been formerly in the employment of the Company were, while in that
employment and have continued after the termination of that employment to
be, shareholders of the Company.
19.4 Any invitation to the public to subscribe for securities of the Company is
prohibited.
PART 20 - SPECIAL RIGHTS AND RESTRICTIONS
CLASS A COMMON SHARES
20.1 The holders of the Class A Common Shares shall be entitled to one vote for
each such share so held at all meetings of members.
20.2 Subject the rights of the holders of any Class B Preferred Shares
established by series, the directors shall be at liberty in their absolute
discretion to declare dividends on any one or more class or classes of the
Class A Common Shares or the Class B Preferred Shares to the exclusion of
the other.
20.3 Subject to the rights of holders of any Class B Preferred Shares
established by series, in the event of the liquidation, dissolution or
wind-up of the Company, whether voluntary or involuntary, the holders of
the Class A Common Shares shall be entitled to participate on a pro rata
basis in the distribution of the remaining assets of the Company.
CLASS B PREFERRED SHARES
20.4 Class B Preferred Shares may be issued by the directors in one or more
series, and the directors may, from time to time, by resolution passed:
(a) alter the Memorandum of the Company to fix the number of shares in,
and to determine the designation of the shares of, each series; and
(b) alter the Memorandum or the Articles of the Company to create,
define and attach special rights and restrictions to the shares of
each series, subject to the special rights and restrictions attached
to the shares of the Class, including without in any way limiting or
restricting the generality of the foregoing, the following:
(i) the rate, amount or method of calculation of dividends, if
any, and whether the same are subject to adjustments;
(ii) whether such dividends are cumulative, partly cumulative or
non-cumulative;
(iii) the dates, manner and currency of payments of dividends and
the dates from which dividends accrue or become payable;
(iv) if redeemable or purchasable, the redemption or purchase
prices and the terms and conditions of redemption or purchase,
with or without provision for sinking or similar funds;
(v) any conversion, exchange or reclassification rights; and
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(vi) any other rights, privileges, restrictions and conditions not
inconsistent with these provisions.
20.5 The Class B Preferred Shares of each series shall, with respect to the
payment of dividends and the distribution of assets in the event of the
liquidation, dissolution or winding-up of the Company, whether voluntary
or involuntary, or any other distribution of the assets of the Company
among its members for the purpose of winding-up its affairs, rank on a
parity with the Class B Preferred Shares of every other series and be
entitled to a preference over the Class A Common Shares and any other
class ranking junior to the Class B Preferred Shares. The Class B
Preferred Shares of any series shall also be entitled to such other
preferences, not inconsistent with these provisions, over the Class A
Common Shares and the shares of any other class ranking junior to the
Class B Preferred Shares, as may be fixed in accordance with Article 20.4.
20.6 The approval of the holders of Class B Preferred Shares as a class, as to
any matters referred to in these provisions or required by law may be
given as specified below:
(a) any approval given by the holders of the Class B Preferred Shares
shall be deemed to have been sufficiently given if it shall have
been given in writing by the holders of all of the outstanding Class
B Preferred Shares or by a resolution passed at a meeting of holders
of Class B Preferred Shares duly called and held for such purpose
upon not less than 21 days' notice at which the holders of at least
a majority of the outstanding Class B Preferred Shares are present
or are represented by proxy and carried by the affirmative vote of
not less than 75% of the votes cast at such meeting. If at any such
meeting the holders of a majority of the outstanding Class B
Preferred Shares are not present or represented by proxy within
one-half hour after the time appointed for such meeting, then the
meeting shall be adjourned to such date not less than 15 days
thereafter and to such time and place as may be designated by the
chairman of the meeting and not less than ten days' written notice
shall be given of such adjourned meeting but it shall not be
necessary in such notice to specify the purpose for which the
meeting was originally called. At such adjournment meeting the
holders of Class B Preferred Shares present or represented by proxy
shall form a quorum and may transact the business for which the
meeting was originally called and a resolution passed thereat by the
affirmative vote of not less than 75% of the votes cast at such
meeting shall constitute the approval of the holders of the Class B
Preferred Shares; and
(b) on every poll taken at any such meeting each holder of Class B
Preferred Shares shall be entitled to one vote in respect of each
Class B Preferred Share held. Subject to the foregoing, the
formalities to be observed with respect to the giving or waiving of
notice of any such meeting and the conduct thereof shall be those
from time to time prescribed in the Company Act and the Articles of
the Company with respect to meetings of shareholders.
20.7 Except as otherwise provided in the Company Act or these provisions, the
holders of Class B Preferred Shares shall not, as such, be entitled to
receive notice of, or attend or vote at, any meeting of the members of the
Company.