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EXHIBIT 3.1
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[CANADIAN FLAG LOGO] FORM 1 FORMULE 1
Industry Canada Industrie Canada ARTICLES OF INCORPORATION STATUTS CONSTITUTIFS
Canada Business Loi canadienne sur les (SECTION 6) (ARTICLE 6)
Corporations Act societes par actions
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1 - Name of corporation Denomination de la societe
TRANSCANADA CORPORATION
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2 - The place in Canada where the registered office is situated Lieu au Canada ou est situe le siege social
In the Province of Alberta
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3 - The classes and any maximum number of shares that the Categories et tout nombre maximal d'actions que la
corporation is authorized to issue societe est autorisee a emettre
See attached Schedule "A"
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4 - Restrictions, if any, on share transfers Restrictions sur le transfert des actions, s'il y a lieu
There are no restrictions on the transfer of shares of the Corporation.
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5 - Number (or minimum and maximum number) of directors Nombre (ou nombre minimal et maximal) d'administrateurs
The Board of Directors of the Corporation shall consist of such number, being not less than
ten and not more than twenty, as may be determined from time to time by the Board of Directors.
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6 - Restrictions, if any, on business the corporation may carry on Limites imposees a l'activite commerciale de la societe,
s'il y a lieu
There are no restrictions on the business which the Corporation may carry on.
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7 - Other provisions, if any Autres dispositions, s'il y a lieu
See attached Schedule "B"
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8 - Incorporators - Fondateurs February 25, 2003
___________________________________________________________________________________________________________________________________
Name(s) - Nom(s) Address (include postal code) Signature
Adresse (inclure le code postal)
___________________________________________________________________________________________________________________________________
TransCanada PipeLines Limited 450 - 1st Street S.W. /s/ Rhondda E.S. Grant
Calgary, Alberta T2P 5H1
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___________________________________________________________________________________________________________________________________
___________________________________________________________________________________________________________________________________
FOR DEPARTMENTAL USE ONLY - A L'USAGE DU MINISTERE SEULEMENT Filed - Deposee
Corporation No. - No de la societe
414844-4 February 25, 2003
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SCHEDULE "A"
TO THE ARTICLES OF INCORPORATION OF
TRANSCANADA CORPORATION
The classes and any maximum number of shares that the Corporation is authorized
to issue:
A. an unlimited number of common shares;
B. an unlimited number of First Preferred Shares; and
C. an unlimited number Second Preferred Shares.
The rights, privileges, restrictions and conditions attaching to each class of
shares of the Corporation are set out below.
A. COMMON SHARES
The common shares of the Corporation shall entitle the holders thereof to
one vote at all meetings of shareholders, except meetings at which only holders
of another specified class of shares are entitled to vote, and shall, subject to
the rights, privileges, restrictions and conditions attaching to the First
Preferred Shares and the Second Preferred Shares, whether as a class or a
series, and to any other class or series of shares of the Corporation which rank
prior to the common shares, entitle the holders thereof to receive (i) dividends
if, as and when declared by the Board of Directors of the Corporation out of the
assets of the Corporation properly applicable to the payment of dividends in
such amount and payable at such times and at such place or places as the Board
of Directors may from time to time determine and (ii) the remaining property of
the Corporation upon a dissolution.
B. FIRST PREFERRED SHARES
The First Preferred Shares shall, as a class, carry and be subject to the
rights, privileges, restrictions and conditions hereinafter set forth:
ISSUE IN SERIES
1. The directors of the Corporation may at any time and from time to time
issue the First Preferred Shares in one or more series, each series to consist
of such number of shares as may before issuance thereof be determined by the
directors.
PROVISIONS ATTACHING TO THE FIRST PREFERRED SHARES
2. The First Preferred Shares of any series may have attached thereto rights,
privileges, restrictions and conditions whether with regard to dividends (which,
in the case of fixed dividends, shall in all cases be cumulative), voting, the
right to convert such shares into common shares or otherwise including, without
limiting the generality of the foregoing, the following kinds of rights,
privileges, restrictions and conditions, namely with respect to: (i) the
redemption and purchase of First Preferred Shares by the Corporation; (ii)
sinking funds or funds for
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purchase or redemption of First Preferred Shares; (iii) payment of dividends on
any other shares of the Corporation; (iv) redemption, purchase or payment off of
any shares of the Corporation or any subsidiary of the Corporation; (v) the
exercise by the Corporation of any election open to it to make any payments of
corporation, income or other taxes; (vi) subdivision, consolidation or
reclassification of any shares of the Corporation; (vii) borrowing by the
Corporation or any subsidiary of the Corporation; (viii) the creation or issue
of any debt or equity securities by the Corporation or any subsidiary of the
Corporation including the issue of any First Preferred Shares in addition to the
First Preferred Shares at any time outstanding; (ix) reduction of capital by the
Corporation or any subsidiary of the Corporation; (x) retirement of notes, bonds
or debentures or other indebtedness of the Corporation or any subsidiary of the
Corporation; (xi) conduct of the business of the Corporation or investment of
its funds; (xii) meetings of the holders of the First Preferred Shares; and
(xiii) the right of holders of First Preferred Shares to convert or exchange
such shares into shares of any class of the Corporation or into or for any other
securities of the Corporation or into or for shares or securities of any other
company.
DIRECTORS' RESOLUTIONS
3. The directors of the Corporation may, subject as hereinafter provided, by
resolution fix from time to time before the issue thereof, the designation,
rights, privileges, restrictions and conditions attaching to the First Preferred
Shares of each series.
RETURN OF CAPITAL
4. When any fixed cumulative dividends or amounts payable on a return of
capital are not paid in full, the First Preferred Shares of all series shall
participate rateably with all preferred shares, if any, which rank on a parity
with the First Preferred Shares with respect to payment of dividends, in respect
of such dividends, including accumulations, if any, in accordance with the sums
which would be payable on the First Preferred Shares and such other preferred
shares if all such dividends were declared and paid in full in accordance with
their terms, and the First Preferred Shares shall participate rateably with all
preferred shares, if any, which rank on a parity with the First Preferred Shares
with respect to repayment of capital, in respect of any return of capital in
accordance with the sums which would be payable on the First Preferred Shares
and such other preferred shares on such return of capital if all sums so payable
were paid in full in accordance with their terms.
PREFERENCES
5. The First Preferred Shares of each series shall rank on a parity with the
First Preferred Shares of every other series, and shall be entitled to
preference with respect to payment of dividends over the common shares and over
any other shares ranking junior to the First Preferred Shares with respect to
payment of dividends and shall be entitled to preference with respect to
distribution of assets in the event of liquidation, dissolution or winding-up of
the Corporation, whether voluntary or involuntary, or any other distribution of
the assets of the Corporation among its shareholders for the purpose of
winding-up its affairs over the common shares and over any other shares ranking
junior to the First Preferred Shares with respect to repayment of capital and
may also be given such other preferences not inconsistent with the provisions
hereof over the common shares and over any other shares ranking junior to the
First Preferred Shares in
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any respect as may be determined in the case of each series of First Preferred
Shares authorized to be issued.
PURCHASE FOR CANCELLATION
6. Subject to the provisions of the CANADA BUSINESS CORPORATIONS ACT and
subject to the provisions relating to any particular series of First Preferred
Shares, the Corporation may at any time or times purchase for cancellation (if
obtainable) out of capital or otherwise the whole or any part of the First
Preferred Shares of any one or more series outstanding from time to time in the
market (including purchase through or from an investment dealer or firm holding
membership on a recognized stock exchange) or by invitation for tenders
addressed to all the holders of record of the said series of First Preferred
Shares outstanding at the lowest price or prices at which in the opinion of the
directors such shares are obtainable but not exceeding the price at which, at
the date of purchase, such shares are redeemable, plus costs of purchase. If
upon any invitation for tenders under the provisions of this section 6 more
First Preferred Shares of any particular series are tendered at a price or
prices acceptable to the Corporation than the Corporation is willing to
purchase, the Corporation will accept, to the extent required, the tenders
submitted at the lowest price and then, if and as required, the tenders
submitted at the next progressively higher prices and, if more shares are
tendered at any such price than the Corporation is prepared to purchase, the
shares tendered at that price will be purchased as nearly as may be pro rata
(disregarding fractions) according to the number of First Preferred Shares of
such series so tendered by each of the holders of First Preferred Shares who
submitted tenders at that price. From and after the date of purchase of any
First Preferred Shares under the provisions of this section 6, the shares so
purchased shall be cancelled.
REDEMPTION
7. Subject to the provisions of the CANADA BUSINESS CORPORATIONS ACT and
subject to the provisions relating to any particular series, the Corporation,
upon giving notice as hereinafter provided, may redeem out of capital or
otherwise at any time the whole or from time to time any part of the then
outstanding First Preferred Shares of any one or more series on payment for each
share of such price or prices as may at the time be applicable to such series.
Subject as aforesaid, in case a part only of the then outstanding First
Preferred Shares of any particular series is at any time to be redeemed, the
shares so to be redeemed shall be selected by lot in such manner as the
directors or the transfer agent, if any, appointed by the Corporation in respect
of the First Preferred Shares of such series shall decide or, if the directors
so determine, may be redeemed pro rata disregarding fractions.
PROCEDURE ON REDEMPTION
8. Subject to the provisions of the CANADA BUSINESS CORPORATIONS ACT and
subject to the provisions relating to any particular series, in any case of
redemption of First Preferred Shares under the provisions of the foregoing
section 7, the following provisions shall apply. The Corporation shall at least
30 days before the date specified for redemption mail to each person who at the
date of mailing is a registered holder of First Preferred Shares to be redeemed
a notice in writing of the intention of the Corporation to redeem such First
Preferred Shares. Such notice shall be mailed in a prepaid letter addressed to
each such shareholder at his address as it appears
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in the securities register maintained by or for the Corporation or in the event
of the address of any such shareholder not so appearing then to the last known
address of such shareholder, provided, however, that accidental failure to give
any such notice to one or more of such holders shall not affect the validity of
such redemption. Such notice shall set out the redemption price and the date on
which redemption is to take place and, if part only of the shares held by the
person to whom it is addressed is to be redeemed, the number thereof so to be
redeemed. On or after the date so specified for redemption the Corporation shall
pay or cause to be paid to or to the order of the registered holders of the
First Preferred Shares to be redeemed the redemption price on presentation and
surrender at the registered office of the Corporation or any other place
designated in such notice of the certificates for the First Preferred Shares
called for redemption. Such payment shall be made by cheque of the Corporation
payable in lawful money of Canada at par at any branch of the Corporation's
bankers for the time being in Canada. Such First Preferred Shares shall
thereupon be redeemed and shall be cancelled. If a part only of the shares
represented by any certificate be redeemed, a new certificate for the balance
shall be issued at the expense of the Corporation. From and after the date so
specified for redemption, the First Preferred Shares called for redemption shall
cease to be entitled to dividends and the holders thereof shall not be entitled
to exercise any of the rights of shareholders in respect thereof unless payment
of the redemption price shall not be made upon presentation of certificates in
accordance with the foregoing provisions, in which case the rights of such
holders shall remain unaffected. The Corporation shall have the right at any
time after the mailing of notice of its intention to redeem any First Preferred
Shares as aforesaid to deposit the redemption price of the shares so called for
redemption, or of such of the said shares represented by certificates which have
not at the date of such deposit been surrendered by the holders thereof in
connection with such redemption, to a special account in any chartered bank or
any trust company in Canada named in such notice, to be paid without interest to
or to the order of the respective holders of such First Preferred Shares called
for redemption upon presentation and surrender to such bank or trust company of
the certificates representing the same and upon such deposit being made or upon
the date specified for redemption in such notice, whichever is the later, the
First Preferred Shares in respect whereof such deposit shall have been made
shall be cancelled and the rights of the holders thereof after such deposit or
such redemption date, as the case may be, shall be limited to receiving without
interest their proportionate part of the total redemption price so deposited
against presentation and surrender of the said certificates held by them
respectively.
RIGHTS TO SUBSCRIBE TO OTHER SECURITIES
9. The holders of the First Preferred Shares shall not as such be entitled as
of right to subscribe for or purchase or receive any part of any issue of shares
or bonds, debentures or other securities of the Corporation now or hereafter
authorized otherwise than in accordance with the conversion, exchange or other
rights, if any, which may from time to time attach to any series of the First
Preferred Shares.
RIGHTS TO ATTEND AND VOTE AT SHAREHOLDERS' MEETINGS
10. Subject to the provisions of the CANADA BUSINESS CORPORATIONS ACT, and
except as hereinafter provided, the holders of the First Preferred Shares shall
not be entitled to receive notice of or attend any meeting of the shareholders
of the Corporation and shall not be entitled to any vote at any such meeting.
The holders of any particular series of First Preferred Shares will,
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if the directors so determine prior to the issuance of any such series, be
entitled to such voting rights as may be determined by the directors if the
Corporation fails to pay dividends on that series of First Preferred Shares for
any period as may be so determined by the directors.
AMENDMENTS
11. The provisions of the foregoing sections 1 to 10, inclusive, the provisions
of this section 11 and the provisions of the following section 12 may be
repealed, altered, modified, amended or amplified only with the sanction of the
holders of the First Preferred Shares given as hereinafter specified in addition
to any other approval required by the CANADA BUSINESS CORPORATIONS ACT.
SANCTION BY HOLDERS OF FIRST PREFERRED SHARES
12. The sanction of holders of the First Preferred Shares or of any series of
the First Preferred Shares as to any and all matters referred to herein or as
may otherwise be required by the CANADA BUSINESS CORPORATIONS ACT or the
provisions relating to any particular series may, subject to the provisions
applicable to such series, and subject to the provisions of the CANADA BUSINESS
CORPORATIONS ACT, be given by resolution passed at a meeting of such holders
duly called and held for such purpose at which the holders of at least a
majority of the outstanding First Preferred Shares or series, as the case may
be, are present or represented by proxy and carried by the affirmative vote of
the holders of not less than 66 2/3% of the First Preferred Shares or series, as
the case may be, represented and voted at such meeting cast on a poll. If at any
such meeting the holders of a majority of the outstanding First Preferred Shares
or series, as the case may be, are not present or represented by proxy within
half an hour after the time appointed for the meeting then the meeting shall be
adjourned to such date being not less than 15 days later and to such time and
place as may be appointed by the chairman and at least ten days 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
adjourned meeting the holders of First Preferred Shares present or represented
by proxy shall form a quorum and may transact the business for which the meeting
was originally convened and a resolution passed thereat by the affirmative vote
of the holders of not less than 66 2/3% of the First Preferred Shares
represented and voted at such adjourned meeting cast on a poll shall constitute
the sanction of the holders of First Preferred Shares or series referred to in
this section 12. The formalities to be observed with respect to the giving of
notice of any such meeting or adjourned meeting and the conduct thereof shall be
those which may from time to time be prescribed in the by-laws of the
Corporation with respect to meetings of shareholders. On every poll taken at
every such meeting or adjourned meeting every holder of First Preferred Shares
shall be entitled to one vote in respect of each First Preferred Share held.
C. SECOND PREFERRED SHARES
The Second Preferred Shares shall, as a class, carry and be subject to the
rights, privileges, restrictions and conditions hereinafter set forth:
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ISSUE IN SERIES
1. The directors of the Corporation may at any time and from time to time
issue the Second Preferred Shares in one or more series, each series to consist
of such number of shares as may before issuance thereof be determined by the
directors.
PROVISIONS ATTACHING TO THE SECOND PREFERRED SHARES
2. The Second Preferred Shares of any series may have attached thereto rights,
privileges, restrictions and conditions whether with regard to dividends (which,
in the case of fixed dividends, shall in all cases be cumulative), voting, the
right to convert such shares into common shares or otherwise including, without
limiting the generality of the foregoing, the following kinds of rights,
privileges, restrictions and conditions, namely with respect to: (i) the
redemption and purchase of Second Preferred Shares by the Corporation; (ii)
sinking funds or funds for purchase or redemption of Second Preferred Shares;
(iii) payment of dividends on any other shares of the Corporation; (iv)
redemption, purchase or payment of any shares of the Corporation or any
subsidiary of the Corporation; (v) the exercise by the Corporation of any
election open to it to make any payments of corporation, income or other taxes;
(vi) subdivision, consolidation or reclassification of any shares of the
Corporation; (vii) borrowing by the Corporation or any subsidiary of the
Corporation; (viii) the creation or issue of any debt or equity securities by
the Corporation or any subsidiary of the Corporation including the issue of any
Second Preferred Shares in addition to the Second Preferred Shares at any time
outstanding; (ix) reduction of capital by the Corporation or any subsidiary of
the Corporation; (x) retirement of notes, bonds or debentures or other
indebtedness of the Corporation or any subsidiary of the Corporation; (xi)
conduct of the business of the Corporation or investment of its funds; (xii)
meetings of the holders of the Second Preferred Shares; and (xiii) the right of
holders of Second Preferred Shares to convert or exchange such shares of any
class of the Corporation into or for any other securities of the Corporation or
into or for shares or securities of any other company.
DIRECTORS' RESOLUTION
3. The directors of the Corporation may, subject as hereinafter provided, by
resolution fix from time to time before the issue thereof, the designation,
rights, privileges, restrictions and conditions attaching to the Second
Preferred Shares of each series.
LIQUIDATION, DISSOLUTION OR WINDING-UP
4. The Second Preferred Shares of all series shall rank junior to the First
Preferred Shares with respect to priority in payment of dividends and with
respect to distribution of assets in the event of liquidation, dissolution or
winding-up of the Corporation, whether voluntary or involuntary, or any other
distribution of the assets of the Corporation among its shareholders for the
purpose of winding-up its affairs, and will be subject in all respects to the
rights, privileges, restrictions and conditions attaching to the First Preferred
Shares as a class and to each series of First Preferred Shares.
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RETURN OF CAPITAL
5. When any fixed cumulative dividends or amounts payable on a return of
capital are not paid in full, the Second Preferred Shares of all series shall
participate rateably with all preferred shares, if any, which rank on a parity
with the Second Preferred Shares with respect to payment of dividends, in
respect of such dividends, including accumulations, if any, in accordance with
the sums which would be payable on the Second Preferred Shares and such other
preferred shares if all such dividends were declared and paid in full in
accordance with their terms, and the Second Preferred Shares shall participate
rateably with all preferred shares, if any, which rank on a parity with the
Second Preferred Shares with respect to repayment of capital, in respect of any
return of capital in accordance with the sums which would be payable on the
Second Preferred Shares and such other preferred shares on such return of
capital if all sums so payable were paid in full in accordance with their terms.
PREFERENCES
6. The Second Preferred Shares of each series shall rank on a parity with the
Second Preferred Shares of every other series, and shall be entitled to
preference with respect to payment of dividends over the common shares and over
any other shares ranking junior to the Second Preferred Shares with respect to
payment of dividends and shall be entitled to preference with respect to
distribution of assets in the event of liquidation, dissolution or winding-up of
the Corporation, whether voluntary of involuntary, or any other distribution of
the assets of the Corporation among its shareholders for the purpose of
winding-up its affairs over the common shares and over any other shares ranking
junior to the Second Preferred Shares with respect to repayment of capital and
may also be given such other preferences not inconsistent with the provisions
hereof over the common shares and over any other shares ranking junior to the
Second Preferred Shares in any respect as may be determined in the case of each
series of Second Preferred Shares authorized to be issued.
PURCHASE FOR CANCELLATION
7. Subject to the provisions of the CANADA BUSINESS CORPORATIONS ACT and
subject to the provisions relating to any particular series of Second Preferred
Shares, the Corporation may at any time or times purchase for cancellation (if
obtainable), out of capital or otherwise, the whole or any part of the Second
Preferred Shares of any one or more series outstanding from time to time in the
market (including purchase through or from an investment dealer or firm holding
membership on a recognized stock exchange) or by invitation for tenders
addressed to all the holders of record of the said series of Second Preferred
Shares outstanding at the lowest price or prices at which in the opinion of the
directors such shares are obtainable but not exceeding the price at which, at
the date of purchase, such shares are redeemable, plus costs of purchase. If
upon any invitation for tenders under the provisions of this section 7 more
Second Preferred Shares of any particular series are tendered at a price or
prices acceptable to the Corporation than the Corporation is willing to
purchase, the Corporation will accept, to the extent required, the tenders
submitted at the lowest price and then, if and as required, the tenders
submitted at the next progressively higher prices and, if more shares are
tendered at any such price than the Corporation is prepared to purchase, the
shares tendered at that price will be purchased as nearly as may be pro rata
(disregarding fractions) according to the number of Second Preferred Shares
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of such series so tendered by each of the holders of Second Preferred Shares who
submitted tenders at that price. From and after the date of purchase of any
Second Preferred Shares under the provisions of this section 7, the shares so
purchased shall be cancelled.
REDEMPTION
8. Subject to the provisions of the CANADA BUSINESS CORPORATIONS ACT and
subject to the provisions relating to any particular series, the Corporation,
upon giving notice as hereinafter provided, may redeem out of capital or
otherwise at any time the whole or from time to time any part of the then
outstanding Second Preferred Shares of any one or more series on payment for
each share of such price or prices as may at the time be applicable to such
series. Subject as aforesaid, in case a part only of the then outstanding Second
Preferred Shares of any particular series is at any time to be redeemed, the
shares so to be redeemed shall be selected by lot in such manner as the
directors or the transfer agent, if any, appointed by the Corporation in respect
of the Second Preferred Shares of such series shall decide or, if the directors
so determine, may be redeemed pro rata disregarding fractions.
PROCEDURE ON REDEMPTION
9. Subject to the provisions of the CANADA BUSINESS CORPORATIONS ACT and
subject to the provisions relating to any particular series, in any case of
redemption of Second Preferred Shares under the provisions of the foregoing
section 8, the following provisions shall apply. The Corporation shall at least
30 days before the date specified for redemption mail to each person who at the
date of mailing is a registered holder of Second Preferred Shares to be redeemed
a notice in writing of the intention of the Corporation to redeem such Second
Preferred Shares. Such notice shall be mailed in a prepaid letter addressed to
each such shareholder at his address as it appears in the securities register
maintained by or for the Corporation or in the event of the address of any such
shareholder not so appearing then to the last known address of such shareholder,
provided, however, that accidental failure to give any such notice to one or
more of such holders shall not affect the validity of such redemption. Such
notice shall set out the redemption price and the date on which redemption is to
take place and, if part only of the shares held by the person to whom it is
addressed is to be redeemed, the number thereof so to be redeemed. On or after
the date so specified for redemption the Corporation shall pay or cause to be
paid to or to the order of the registered holders of the Second Preferred Shares
to be redeemed the redemption price on presentation and surrender at the
registered office of the Corporation or any other place designated in such
notice of the certificates for the Second Preferred Shares called for
redemption. Such payment shall be made by cheque of the Corporation payable in
lawful money of Canada at par at any branch of the Corporation's bankers for the
time being in Canada. Such Second Preferred Shares shall thereupon be redeemed
and shall be cancelled. If a part only of the shares represented by any
certificate be redeemed, a new certificate for the balance shall be issued at
the expense of the Corporation. From and after the date so specified for
redemption, the Second Preferred Shares called for redemption shall cease to be
entitled to dividends and the holders thereof shall not be entitled to exercise
any of the rights of shareholders in respect thereof unless payment of the
redemption price shall not be made upon presentation of certificates in
accordance with the foregoing provisions, in which case the rights of such
holders shall remain unaffected. The Corporation shall have the right at any
time after the mailing of notice of its intention to redeem any Second Preferred
Shares as aforesaid to
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deposit the redemption price of the shares so called for redemption, or of such
of the said shares represented by certificates which have not at the date of
such deposit been surrendered by the holders thereof in connection with such
redemption, to a special account in any chartered bank or any trust company in
Canada named in such notice, to be paid without interest to or to the order of
the respective holders of such Second Preferred Shares called for redemption
upon presentation and surrender to such bank or trust company of the
certificates representing the same and upon such deposit being made or upon the
date specified for redemption in such notice, whichever is the later, the Second
Preferred Shares in respect whereof such deposits shall have been made shall be
deemed to be redeemed and shall be cancelled and the rights of the holders
thereof after such deposit or such redemption date, as the case may be, shall be
limited to receiving without interest their proportionate part of the total
redemption price so deposited against presentation and surrender of the said
certificates held by them respectively.
RIGHTS TO SUBSCRIBE TO OTHER SECURITIES
10. The holders of the Second Preferred Shares shall not as such be entitled as
of right to subscribe for or purchase or receive any part of any issue of shares
or bonds, debentures or other securities of the Corporation now or hereafter
authorized otherwise than in accordance with the conversion, exchange or other
rights, if any, which may from time to time attach to any series of the Second
Preferred Shares.
RIGHTS TO ATTEND AND VOTE AT SHAREHOLDERS' MEETINGS
11. Subject to the CANADA BUSINESS CORPORATIONS ACT, and except as hereinafter
provided, the holders of the Second Preferred Shares shall not be entitled to
receive notice of or attend any meeting of the shareholders of the Corporation
and shall not be entitled to any vote at any such meeting. The holders of any
particular series of Second Preferred Shares will, if the directors so determine
prior to the issuance of any such series, be entitled to such voting rights as
may be determined by the directors if the Corporation fails to pay dividends on
that series of Second Preferred Shares for any period as may be so determined by
the directors.
AMENDMENTS
12. The provisions of sections 1 to 11, inclusive, the provisions of this
section 12 and the provisions of the following section 13 may be repealed,
altered, modified, amended or amplified only with the sanction of the holders of
the Second Preferred Shares given as hereinafter specified in addition to any
other approval required by the CANADA BUSINESS CORPORATIONS ACT.
SANCTION BY HOLDERS OF SECOND PREFERRED SHARES
13. The sanction of holders of the Second Preferred Shares or of any series of
the Second Preferred Shares as to any and all matters referred to herein or as
may otherwise be required by the CANADA BUSINESS CORPORATIONS ACT or the
provisions relating to any particular series may, subject to the provisions
applicable to such series, and subject to the CANADA BUSINESS CORPORATIONS ACT,
be given by resolution passed at a meeting of such holders duly called and held
for such purpose at which the holders of at least a majority of the outstanding
Second Preferred Shares or series, as the case may be, are present or
represented by proxy and carried by the affirmative vote of the holders of not
less than 66 2/3% of the Second Preferred Shares or
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series, as the case may be, represented and voted at such meeting cast on a
poll. If at any such meeting the holders of a majority of the outstanding Second
Preferred Shares or series, as the case may be, are not present or represented
by proxy within half an hour after the time appointed for the meeting then the
meeting shall be adjourned to such date being not less than 15 days later and to
such time and place as may be appointed by the chairman and at least ten days
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 adjourned meeting the holders of Second Preferred Shares present or
represented by proxy shall form a quorum and may transact the business for which
the meeting was originally convened and a resolution passed thereat by the
affirmative vote of the holders of not less than 66 2/3% of the Second Preferred
Shares represented and voted at such adjourned meeting cast on a poll shall
constitute the sanction of the holders of Second Preferred Shares or series
referred to in this section 13. The formalities to be observed with respect to
the giving of notice of any such meeting or adjourned meeting and the conduct
thereof shall be those which may from time to time be prescribed in the by-laws
of the Corporation with respect to meetings of shareholders. On every poll taken
at every such original or adjourned meeting every holder of Second Preferred
Shares shall be entitled to one vote in respect of each Second Preferred Share
held.
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SCHEDULE "B"
TO THE ARTICLES OF INCORPORATION OF
TRANSCANADA CORPORATION
OTHER PROVISIONS
Without in any way limiting the powers conferred upon the Corporation and its
directors by the CANADA BUSINESS CORPORATIONS ACT, the Board of Directors of the
Corporation may, without authorization of the shareholders, from time to time on
behalf of the Corporation in such amounts and on such terms as it deems
expedient:
(a) borrow money upon the credit of the Corporation;
(b) issue, reissue, sell or pledge debt obligations of the Corporation;
(c) give guarantees on behalf of the Corporation to secure performance of
an obligation to any person; and
(d) charge, mortgage, hypothecate, pledge or otherwise create or grant any
form of security interest in, all or any real or personal, movable or
immovable, property of the Corporation, currently owned or
subsequently acquired, including book debts, rights, powers,
franchises and undertaking, to secure any debt, obligation or any
money borrowed or other debt or liability of the Corporation.
The Board of Directors may delegate to such one or more of the directors, a
committee of directors or officers of the Corporation as may be designated by
the Board all or any of the powers conferred on the Board by the foregoing
provisions to such extent and in such manner as the Board shall determine at the
time of each such delegation.
In addition to any power the directors may have pursuant to the CANADA BUSINESS
CORPORATIONS ACT to fill vacancies among their number, but subject to the
maximum number of directors provided for in the articles, the directors may
appoint up to two additional directors, who shall hold office for a term
expiring not later than the close of the next annual meeting of shareholders,
provided such appointments shall not exceed one-third of the number of directors
elected at the previous annual meeting of shareholders.
Meetings of shareholders of the Corporation may be held outside Canada at any of
the following places: Chicago, Illinois; Boston, Massachusetts; New York, New
York; Washington, D.C.; Denver, Colorado; Houston, Texas; San Francisco,
California; Los Angeles, California; Atlanta, Georgia; Tampa, Florida; Orlando,
Florida; and Seattle, Washington.