<Page>
Exhibit 3.6
MEMORANDUM
AND
ARTICLES OF ASSOCIATION
OF
3090671 NOVA SCOTIA COMPANY
STEWART McKELVEY STIRLING SCALES
BARRISTERS & SOLICITORS
HALIFAX, NOVA SCOTIA
<Page>
MEMORANDUM OF ASSOCIATION
OF
3090671 NOVA SCOTIA COMPANY
1. The name of the Company is 3090671 NOVA SCOTIA COMPANY.
2. There are no restrictions on the objects and powers of the Company and the
Company shall expressly have the following powers:
(1) to sell or dispose of its undertaking, or a substantial part thereof;
(2) to distribute any of its property IN SPECIE among its members; and
(3) to amalgamate with any company or other body of persons.
3. The liability of the members is unlimited.
I, the undersigned, whose name, address and occupation are subscribed, am
desirous of being formed into a company in pursuance of this Memorandum of
Association, and I agree to take the number and kind of shares in the capital
stock of the Company written below my name.
/s/ Charles S. Reagh
------------------------------------------------
Name of Subscriber: CHARLES S. REAGH
900-1959 UPPER WATER STREET, HALIFAX, NS B3J 2X2
Occupation: SOLICITOR
Number of shares subscribed: ONE COMMON SHARE
TOTAL SHARES TAKEN: one common share
Dated this 22nd day of June, 2004.
Witness to above signature: /s/ Lisa McLellan
------------------------------------------------
Name of Witness: LISA MCLELLAN
900-1959 UPPER WATER STREET, HALIFAX, NS B3J 2X2
Occupation: LEGAL ASSISTANT
[SEAL]
FILED ELECTRONICALLY
in the computer records maintained by the
Registry of Joint Stock Companies
JUN 22 2004
per: /s/ LMM
------------------------------------
STEWART MCKELVEY STIRLING SCALES
<Page>
ARTICLES OF ASSOCIATION
OF
3090671 NOVA SCOTIA COMPANY
INTERPRETATION
1. In these Articles, unless there be something in the subject or context
inconsistent therewith:
(1) "Act" means the COMPANIES ACT (Nova Scotia);
(2) "Articles" means these Articles of Association of the Company
and all amendments hereto;
(3) "Company" means the company named above;
(4) "director" means a director of the Company;
(5) "Memorandum" means the Memorandum of Association of the Company
and all amendments thereto;
(6) "month" means calendar month;
(7) "Office" means the registered office of the Company;
(8) "person" includes a body corporate;
(9) "proxyholder" includes an alternate proxyholder;
(10) "Register" means the register of members kept pursuant to the
Act, and where the context permits includes a branch register of
members;
(11) "Registrar" means the Registrar as defined in the Act;
(12) "Secretary" includes any person appointed to perform the duties
of the Secretary temporarily;
(13) "shareholder" means member as that term is used in the Act in
connection with an unlimited company having share capital and as
that term is used in the Memorandum;
(14) "special resolution" has the meaning assigned by the Act;
(15) "in writing" and "written" includes printing, lithography and
other modes of representing or reproducing words in visible
form;
(16) words importing number or gender include all numbers and genders
unless the context otherwise requires.
<Page>
- 2 -
2. The regulations in Table A in the First Schedule to the Act shall not
apply to the Company.
3. The directors may enter into and carry into effect or adopt and carry
into effect any agreement made by the promoters of the Company on behalf
of the Company and may agree to any modification in the terms of any
such agreement, either before or after its execution.
4. The directors may, out of the funds of the Company, pay all expenses
incurred for the incorporation and organization of the Company.
5. The Company may commence business on the day following incorporation or
so soon thereafter as the directors think fit, notwithstanding that part
only of the shares has been allotted.
SHARES
6. The capital of the company shall consist of 1,000,000,000 common shares
without nominal or par value, with the power to divide the shares in the
capital for the time being into classes or series and to attach thereto
respectively any preferred, deferred or qualified rights, privileges or
conditions, including restrictions on voting rights and including
redemption, purchase and other acquisition of such shares, subject,
however, to the provisions of the Act.
7. The directors shall control the shares and, subject to the provisions of
these Articles, may allot or otherwise dispose of them to such person at
such times, on such terms and conditions and, if the shares have a par
value, either at a premium or at par, as they think fit.
8. The directors may pay on behalf of the Company a reasonable commission
to any person in consideration of subscribing or agreeing to subscribe
(whether absolutely or conditionally) for any shares in the Company, or
procuring or agreeing to procure subscriptions (whether absolute or
conditional) for any shares in the Company. Subject to the Act, the
commission may be paid or satisfied in shares of the Company.
9. On the issue of shares the Company may arrange among the holders thereof
differences in the calls to be paid and in the times for their payment.
10. If the whole or part of the allotment price of any shares is, by the
conditions of their allotment, payable in instalments, every such
instalment shall, when due, be payable to the Company by the person who
is at such time the registered holder of the shares.
11. Shares may be registered in the names of joint holders not exceeding
three in number.
12. Joint holders of a share shall be jointly and severally liable for the
payment of all instalments and calls due in respect of such share. On
the death of one or more joint holders of shares the survivor or
survivors of them shall alone be recognized by the Company as the
registered holder or holders of the shares.
<Page>
- 3 -
13. Save as herein otherwise provided, the Company may treat the registered
holder of any share as the absolute owner thereof and accordingly shall
not, except as ordered by a court of competent jurisdiction or required
by statute, be bound to recognize any equitable or other claim to or
interest in such share on the part of any other person.
14. The Company is a private company, and:
(1) no transfer of any share or prescribed security of the Company
shall be effective unless or until approved by the directors;
(2) the number of holders of issued and outstanding prescribed
securities or shares of the Company, exclusive of persons who
are in the employment of the Company or in the employment of an
affiliate of the Company and exclusive of persons who, having
been formerly in the employment of the Company or the employment
of an affiliate of the Company, were, while in that employment,
and have continued after termination of that employment, to own
at least one prescribed security or share of the Company, shall
not exceed 50 in number, two or more persons or companies who
are the joint registered owners of one or more prescribed
securities or shares being counted as one holder; and
(3) the Company shall not invite the public to subscribe for any of
its securities.
14 In this Article, "private company" and "securities" have the meanings
ascribed to those terms in the SECURITIES ACT (Nova Scotia), and
"prescribed security" means any of the securities prescribed by the Nova
Scotia Securities Commission from time to time for the purpose of the
definition of "private company" in the SECURITIES ACT (Nova Scotia).
CERTIFICATES
15. Certificates of title to shares shall comply with the Act and may
otherwise be in such form as the directors may from time to time
determine. Unless the directors otherwise determine, every certificate
of title to shares shall be signed manually by at least one of the
Chairman, President, Secretary, Treasurer, a vice-president, an
assistant secretary, any other officer of the Company or any director of
the Company or by or on behalf of a share registrar transfer agent or
branch transfer agent appointed by the Company or by any other person
whom the directors may designate. When signatures of more than one
person appear on a certificate all but one may be printed or otherwise
mechanically reproduced. All such certificates when signed as provided
in this Article shall be valid and binding upon the Company. If a
certificate contains a printed or mechanically reproduced signature of a
person, the Company may issue the certificate, notwithstanding that the
person has ceased to be a director or an officer of the Company and the
certificate is as valid as if such person were a director or an officer
at the date of its issue.
<Page>
- 4 -
16. Except as the directors may determine, each shareholder's shares may be
evidenced by any number of certificates so long as the aggregate of the
shares stipulated in such certificates equals the aggregate registered
in the name of the shareholder.
17. Where shares are registered in the names of two or more persons, the
Company shall not be bound to issue more than one certificate or set of
certificates, and such certificate or set of certificates shall be
delivered to the person first named on the Register.
18. Any certificate that has become worn, damaged or defaced may, upon its
surrender to the directors, be cancelled and replaced by a new
certificate. Any certificate that has become lost or destroyed may be
replaced by a new certificate upon proof of such loss or destruction to
the satisfaction of the directors and the furnishing to the Company of
such undertakings of indemnity as the directors deem adequate.
19. The sum of one dollar or such other sum as the directors from time to
time determine shall be paid to the Company for every certificate other
than the first certificate issued to any holder in respect of any share
or shares.
20. The directors may cause one or more branch Registers of shareholders to
be kept in any place or places, whether inside or outside of Nova
Scotia.
CALLS
21. The directors may make such calls upon the shareholders in respect of
all amounts unpaid on the shares held by them respectively and not made
payable at fixed times by the conditions on which such shares were
allotted, and each shareholder shall pay the amount of every call so
made to the person and at the times and places appointed by the
directors. A call may be made payable by instalments.
22. A call shall be deemed to have been made at the time when the resolution
of the directors authorizing such call was passed.
23. At least 14 days' notice of any call shall be given, and such notice
shall specify the time and place at which and the person to whom such
call shall be paid.
24. If the sum payable in respect of any call or instalment is not paid on
or before the day appointed for the payment thereof, the holder for the
time being of the share in respect of which the call has been made or
the instalment is due shall pay interest on such call or instalment at
the rate of 9% per year or such other rate of interest as the directors
may determine from the day appointed for the payment thereof up to the
time of actual payment.
25. At the trial or hearing of any action for the recovery of any amount due
for any call, it shall be sufficient to prove that the name of the
shareholder sued is entered on the Register as the holder or one of the
holders of the share or shares in respect of which such debt accrued,
that the resolution making the call is duly recorded in the minute book
and that such notice of such call was duly given to the shareholder sued
in pursuance of these Articles. It shall not
<Page>
- 5 -
be necessary to prove the appointment of the directors who made such
call or any other matters whatsoever and the proof of the matters
stipulated shall be conclusive evidence of the debt.
FORFEITURE OF SHARES
26. If any shareholder fails to pay any call or instalment on or before the
day appointed for payment, the directors may at any time thereafter
while the call or instalment remains unpaid serve a notice on such
shareholder requiring payment thereof together with any interest that
may have accrued and all expenses that may have been incurred by the
Company by reason of such non-payment.
27. The notice shall name a day (not being less than 14 days after the date
of the notice) and a place or places on and at which such call or
instalment and such interest and expenses are to be paid. The notice
shall also state that, in the event of non-payment on or before the day
and at the place or one of the places so named, the shares in respect of
which the call was made or instalment is payable will be liable to be
forfeited.
28. If the requirements of any such notice are not complied with, any shares
in respect of which such notice has been given may at any time
thereafter, before payment of all calls or instalments, interest and
expenses due in respect thereof, be forfeited by a resolution of the
directors to that effect. Such forfeiture shall include all dividends
declared in respect of the forfeited shares and not actually paid before
the forfeiture.
29. When any share has been so forfeited, notice of the resolution shall be
given to the shareholder in whose name it stood immediately prior to the
forfeiture and an entry of the forfeiture shall be made in the Register.
30. Any share so forfeited shall be deemed the property of the Company and
the directors may sell, re-allot or otherwise dispose of it in such
manner as they think fit.
31. The directors may at any time before any share so forfeited has been
sold, re-allotted or otherwise disposed of, annul the forfeiture thereof
upon such conditions as they think fit.
32. Any shareholder whose shares have been forfeited shall nevertheless be
liable to pay and shall forthwith pay to the Company all calls,
instalments, interest and expenses owing upon or in respect of such
shares at the time of the forfeiture together with interest thereon at
the rate of 9% per year or such other rate of interest as the directors
may determine from the time of forfeiture until payment. The directors
may enforce such payment if they think fit, but are under no obligation
to do so.
33. A certificate signed by the Secretary stating that a share has been duly
forfeited on a specified date in pursuance of these Articles and the
time when it was forfeited shall be conclusive evidence of the facts
therein stated as against any person who would have been entitled to the
share but for such forfeiture.
<Page>
- 6 -
LIEN ON SHARES
34. The Company shall have a first and paramount lien upon all shares
(other than fully paid-up shares) registered in the name of a
shareholder (whether solely or jointly with others) and upon the
proceeds from the sale thereof for debts, liabilities and other
engagements of the shareholder, solely or jointly with any other
person, to or with the Company, whether or not the period for the
payment, fulfilment or discharge thereof has actually arrived, and such
lien shall extend to all dividends declared in respect of such shares.
Unless otherwise agreed, the registration of a transfer of shares shall
operate as a waiver of any lien of the Company on such shares.
35. For the purpose of enforcing such lien the directors may sell the
shares subject to it in such manner as they think fit, but no sale
shall be made until the period for the payment, fulfilment or discharge
of such debts, liabilities or other engagements has arrived, and until
notice in writing of the intention to sell has been given to such
shareholder or the shareholder's executors or administrators and
default has been made by them in such payment, fulfilment or discharge
for seven days after such notice.
36. The net proceeds of any such sale after the payment of all costs shall
be applied in or towards the satisfaction of such debts, liabilities or
engagements and the residue, if any, paid to such shareholder.
VALIDITY OF SALES
37. Upon any sale after forfeiture or to enforce a lien in purported
exercise of the powers given by these Articles the directors may cause
the purchaser's name to be entered in the Register in respect of the
shares sold, and the purchaser shall not be bound to see to the
regularity of the proceedings or to the application of the purchase
money, and after the purchaser's name has been entered in the Register
in respect of such shares the validity of the sale shall not be
impeached by any person and the remedy of any person aggrieved by the
sale shall be in damages only and against the Company exclusively.
TRANSFER OF SHARES
38. The instrument of transfer of any share in the Company shall be signed
by the transferor. The transferor shall be deemed to remain the holder
of such share until the name of the transferee is entered in the
Register in respect thereof and shall be entitled to receive any
dividend declared thereon before the registration of the transfer.
39. The instrument of transfer of any share shall be in writing in the
following form or to the following effect:
For value received, ______ hereby sell, assign, and transfer
unto ___________ , __________ shares in the capital of the
Company represented by the within certificate, and do hereby
irrevocably constitute and appoint __________ attorney to
transfer such shares on the books of the Company with full power
of substitution in the premises.
<Page>
- 7 -
Dated the ____ day of ____________ , _____
Witness:
40. The directors may, without assigning any reason therefor, decline to
register any transfer of shares
(1) not fully paid-up or upon which the Company has a lien, or
(2) the transfer of which is restricted by any agreement to which
the Company is a party.
41. Every instrument of transfer shall be left for registration at the
Office of the Company, or at any office of its transfer agent where a
Register is maintained, together with the certificate of the shares to
be transferred and such other evidence as the Company may require to
prove title to or the right to transfer the shares.
42. The directors may require that a fee determined by them be paid before
or after registration of any transfer.
43. Every instrument of transfer shall, after its registration, remain in
the custody of the Company. Any instrument of transfer that the
directors decline to register shall, except in case of fraud, be
returned to the person who deposited it.
TRANSMISSION OF SHARES
44. The executors or administrators of a deceased shareholder (not being one
of several joint holders) shall be the only persons recognized by the
Company as having any title to the shares registered in the name of such
shareholder. When a share is registered in the names of two or more
joint holders, the survivor or survivors or the executors or
administrators of the deceased shareholder, shall be the only persons
recognized by the Company as having any title to, or interest in, such
share.
45. Notwithstanding anything in these Articles, if the Company has only one
shareholder (not being one of several joint holders) and that
shareholder dies, the executors or administrators of the deceased
shareholder shall be entitled to register themselves in the Register as
the holders of the shares registered in the name of the deceased
shareholder whereupon they shall have all the rights given by these
Articles and by law to shareholders.
46. Any person entitled to shares upon the death or bankruptcy of any
shareholder or in any way other than by allotment or transfer, upon
producing such evidence of entitlement as the directors require, may be
registered as a shareholder in respect of such shares, or may, without
being registered, transfer such shares subject to the provisions of
these Articles respecting the transfer of shares. The directors shall
have the same right to refuse registration as if the transferee were
named in an ordinary transfer presented for registration.
<Page>
- 8 -
SURRENDER OF SHARES
47. The directors may accept the surrender of any share by way of compromise
of any question as to the holder being properly registered in respect
thereof. Any share so surrendered may be disposed of in the same manner
as a forfeited share.
INCREASE AND REDUCTION OF CAPITAL
48. Subject to the Act, the shareholders may by special resolution amend
these Articles to increase or alter the share capital of the Company as
they think expedient. Without prejudice to any special rights previously
conferred on the holders of existing shares, any share may be issued
with such preferred, deferred or other special rights, or with such
restrictions, whether in regard to dividends, voting, return of share
capital or otherwise, as the shareholders may from time to time
determine by special resolution. Except as otherwise provided by the
conditions of issue, or by these Articles, any capital raised by the
creation of new shares shall be considered part of the original capital
and shall be subject to the provisions herein contained with reference
to payment of calls and instalments, transfer and transmission,
forfeiture, lien and otherwise.
49. The Company may, by special resolution where required, reduce its share
capital in any way and with and subject to any incident authorized and
consent required by law. Subject to the Act and any provisions attached
to such shares, the Company may redeem, purchase or acquire any of its
shares and the directors may determine the manner and the terms for
redeeming, purchasing or acquiring such shares and may provide a sinking
fund on such terms as they think fit for the redemption, purchase or
acquisition of shares of any class or series.
MEETINGS AND VOTING BY CLASS OR SERIES
50. Where the holders of shares of a class or series have, under the Act,
the terms or conditions attaching to such shares or otherwise, the right
to vote separately as a class in respect of any matter then, except as
provided in the Act, these Articles or such terms or conditions, all the
provisions in these Articles concerning general meetings (including,
without limitation, provisions respecting notice, quorum and procedure)
shall, MUTATIS MUTANDIS, apply to every meeting of holders of such class
or series of shares convened for the purpose of such vote.
51. Unless the rights, privileges, terms or conditions attached to a class
or series of shares provide otherwise, such class or series of shares
shall not have the right to vote separately as a class or series upon an
amendment to the Memorandum or Articles to:
(1) increase or decrease any maximum number of authorized shares of
such class or series, or increase any maximum number of
authorized shares of a class or series having rights or
privileges equal or superior to the shares of such class or
series;
(2) effect an exchange, reclassification or cancellation of all or
part of the shares of such class or series; or
<Page>
- 9 -
(3) create a new class or series of shares equal or superior to the
shares of such class or series.
BORROWING POWERS
52. The directors on behalf of the Company may:
(1) raise or borrow money for the purposes of the Company or any of
them;
(2) secure, subject to the sanction of a special resolution where
required by the Act, the repayment of funds so raised or
borrowed in such manner and upon such terms and conditions in
all respects as they think fit, and in particular by the
execution and delivery of mortgages of the Company's real or
personal property, or by the issue of bonds, debentures or other
securities of the Company secured by mortgage or other charge
upon all or any part of the property of the Company, both
present and future including its uncalled capital for the time
being;
(3) sign or endorse bills, notes, acceptances, cheques, contracts,
and other evidence of or securities for funds borrowed or to be
borrowed for the purposes aforesaid;
(4) pledge debentures as security for loans;
(5) guarantee obligations of any person.
53. Bonds, debentures and other securities may be made assignable, free from
any equities between the Company and the person to whom such securities
were issued.
54. Any bonds, debentures and other securities may be issued at a discount,
premium or otherwise and with special privileges as to redemption,
surrender, drawings, allotment of shares, attending and voting at
general meetings of the Company, appointment of directors and other
matters.
GENERAL MEETINGS
55. Ordinary general meetings of the Company shall be held at least once in
every calendar year at such time and place as may be determined by the
directors and not later than 15 months after the preceding ordinary
general meeting. All other meetings of the Company shall be called
special general meetings. Ordinary or special general meetings may be
held either within or without the Province of Nova Scotia.
56. The President, a vice-president or the directors may at any time convene
a special general meeting, and the directors, upon the requisition of
shareholders in accordance with the Act shall forthwith proceed to
convene such meeting or meetings to be held at such time and place or
times and places as the directors determine.
<Page>
- 10 -
57. The requisition shall state the objects of the meeting requested, be
signed by the requisitionists and deposited at the Office of the
Company. It may consist of several documents in like form each signed
by one or more of the requisitionists.
58. At least seven clear days' notice, or such longer period of notice as
may be required by the Act, of every general meeting, specifying the
place, day and hour of the meeting and, when special business is to be
considered, the general nature of such business, shall be given to the
shareholders entitled to be present at such meeting by notice given as
permitted by these Articles. With the consent in writing of all the
shareholders entitled to vote at such meeting, a meeting may be convened
by a shorter notice and in any manner they think fit, or notice of the
time, place and purpose of the meeting may be waived by all of the
shareholders.
59. When it is proposed to pass a special resolution, the two meetings may
be convened by the same notice, and it shall be no objection to such
notice that it only convenes the second meeting contingently upon the
resolution being passed by the requisite majority at the first meeting.
60. The accidental omission to give notice to a shareholder, or non-receipt
of notice by a shareholder, shall not invalidate any resolution passed
at any general meeting.
RECORD DATES
61. (1) The directors may fix in advance a date as the record date for
the determination of shareholders
(a) entitled to receive payment of a dividend or entitled to
receive any distribution;
(b) entitled to receive notice of a meeting; or
(c) for any other purpose.
(2) If no record date is fixed, the record date for the
determination of shareholders
(a) entitled to receive notice of a meeting shall be 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; and
(b) for any other purpose shall be the day on which the
directors pass the resolution relating to the particular
purpose.
PROCEEDINGS AT GENERAL MEETINGS
62. The business of an ordinary general meeting shall be to receive and
consider the financial statements of the Company and the report of the
directors and the report, if any, of the
<Page>
- 11 -
auditors, to elect directors in the place of those retiring and to
transact any other business which under these Articles ought to be
transacted at an ordinary general meeting.
63. No business shall be transacted at any general meeting unless the
requisite quorum is present at the commencement of the business. A
corporate shareholder of the Company that has a duly authorized agent or
representative present at any such meeting shall for the purpose of this
Article be deemed to be personally present at such meeting.
64. One person, being a shareholder, proxyholder or representative of a
corporate shareholder, present and entitled to vote shall constitute a
quorum for a general meeting, and may hold a meeting.
65. The Chairman shall be entitled to take the chair at every general
meeting or, if there be no Chairman, or if the Chairman is not present
within 15 minutes after the time appointed for holding the meeting, the
President or, failing the President, a vice-president shall be entitled
to take the chair. If the Chairman, the President or a vice-president is
not present within 15 minutes after the time appointed for holding the
meeting or if all such persons present decline to take the chair, the
shareholders present entitled to vote at the meeting shall choose
another director as chairman and if no director is present or if all the
directors present decline to take the chair, then such shareholders
shall choose one of their number to be chairman.
66. If within half an hour from the time appointed for a general meeting a
quorum is not present, the meeting, if it was convened pursuant to a
requisition of shareholders, shall be dissolved; if it was convened in
any other way, it shall stand adjourned to the same day, in the next
week, at the same time and place. If at the adjourned meeting a quorum
is not present within half an hour from the time appointed for the
meeting, the shareholders present shall be a quorum and may hold the
meeting.
67. Subject to the Act, at any general meeting a resolution put to the
meeting shall be decided by a show of hands unless, either before or on
the declaration of the result of the show of hands, a poll is demanded
by the chairman, a shareholder or a proxyholder; and unless a poll is so
demanded, a declaration by the chairman that the resolution has been
carried, earned by a particular majority, lost or not carried by a
particular majority and an entry to that effect in the Company's book of
proceedings shall be conclusive evidence of the fact without proof of
the number or proportion of the votes recorded in favour or against such
resolution.
68. When a poll is demanded, it shall be taken in such manner and at such
time and place as the chairman directs, and either at once or after an
interval or adjournment or otherwise. The result of the poll shall be
the resolution of the meeting at which the poll was demanded. The demand
of a poll may be withdrawn. When any dispute occurs over the admission
or rejection of a vote, it shall be resolved by the chairman and such
determination made in good faith shall be final and conclusive.
69. The chairman shall not have a casting vote in addition to any vote or
votes that the Chairman has as a shareholder.
<Page>
- 12 -
70. The chairman of a general meeting may with the consent of 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 that was adjourned.
71. Any poll demanded on the election of a chairman or on a question of
adjournment shall be taken forthwith without adjournment.
72. The demand of a poll shall not prevent the continuance of a meeting for
the transaction of any business other than the question on which a poll
has been demanded.
VOTES OF SHAREHOLDERS
73. Subject to the Act and to any provisions attached to any class or series
of shares concerning or restricting voting rights:
(1) on a show of hands every shareholder present in person, every
duly authorized representative of a corporate shareholder, and,
if not prevented from voting by the Act, every proxyholder,
shall have one vote; and
(2) on a poll every shareholder present in person, every duly
authorized representative of a corporate shareholder, and every
proxyholder, shall have one vote for every share held;
whether or not such representative or proxyholder is a shareholder.
74. Any person entitled to transfer shares upon the death or bankruptcy of
any shareholder or in any way other than by allotment or transfer may
vote at any general meeting in respect thereof in the same manner as if
such person were the registered holder of such shares so long as the
directors are satisfied at least 48 hours before the time of holding the
meeting of such person's right to transfer such shares.
75. Where there are joint registered holders of any share, any of such
holders may vote such share at any meeting, either personally or by
proxy, as if solely entitled to it. If more than one joint holder is
present at any meeting, personally or by proxy, the one whose name
stands first on the Register in respect of such share shall alone be
entitled to vote it. Several executors or administrators of a deceased
shareholder in whose name any share stands shall for the purpose of this
Article be deemed joint holders thereof.
76. Votes may be cast either personally or by proxy or, in the case of a
corporate shareholder by a representative duly authorized under the Act.
77. A proxy shall be in writing and executed in the manner provided in the
Act. A proxy or other authority of a corporate shareholder does not
require its seal.
<Page>
- 13 -
78. A shareholder of unsound mind in respect of whom an order has been made
by any court of competent jurisdiction may vote by guardian or other
person in the nature of a guardian appointed by that court, and any such
guardian or other person may vote by proxy.
79. A proxy and the power of attorney or other authority, if any, under
which it is signed or a notarially certified copy of that power or
authority shall be deposited at the Office of the Company or at such
other place as the directors may direct. The directors may, by
resolution, fix a time not exceeding 48 hours excluding Saturdays and
holidays preceding any meeting or adjourned meeting before which time
proxies to be used at that meeting must be deposited with the Company at
its Office or with an agent of the Company. Notice of the requirement
for depositing proxies shall be given in the notice calling the meeting.
The chairman of the meeting shall determine all questions as to validity
of proxies and other instruments of authority.
80. A vote given in accordance with the terms of a proxy shall be valid
notwithstanding the previous death of the principal, the revocation of
the proxy, or the transfer of the share in respect of which the vote is
given, provided no intimation in writing of the death, revocation or
transfer is received at the Office of the Company before the meeting or
by the chairman of the meeting before the vote is given.
81. Every form of proxy shall comply with the Act and its regulations and
subject thereto may be in the following form:
I, ________________ of __________ being a shareholder of
___________ hereby appoint __________________ of ____________
(or failing him/her ___________ of _______________) as my
proxyholder to attend and to vote for me and on my behalf at the
ordinary/special general meeting of the Company, to be held on
the day of and at any adjournment thereof, or at any meeting of
the Company which may be held prior to [insert specified date or
event].
[If the proxy is solicited by or behalf of the management of the
Company, insert a statement to that effect]
Dated this _____ day of _____________.
_________________________
Shareholder
82. Subject to the Act, no shareholder shall be entitled to be present or to
vote on any question, either personally or by proxy, at any general
meeting or be reckoned in a quorum while any call is due and payable to
the Company in respect of any of the shares of such shareholder.
83. Any resolution passed by the directors, notice of which has been given
to the shareholders in the manner in which notices are hereinafter
directed to be given and which is, within one month after it has been
passed, ratified and confirmed in writing by shareholders entitled on a
poll to three-fifths of the votes, shall be as valid and effectual as a
resolution of a general meeting. This Article shall not apply to a
resolution for winding up the Company or to a
<Page>
- 14 -
resolution dealing with any matter that by statute or these Articles
ought to be dealt with by a special resolution or other method
prescribed by statute.
84. A resolution, including a special resolution, in writing and signed by
every shareholder who would be entitled to vote on the resolution at a
meeting is as valid as if it were passed by such shareholders at a
meeting and satisfies all of the requirements of the Act respecting
meetings of shareholders.
DIRECTORS
85. Unless otherwise determined by resolution of shareholders, the number of
directors shall not be less than one or more than ten.
86. Notwithstanding anything herein contained the subscribers to the
Memorandum shall be the first directors of the Company.
87. The directors may be paid out of the funds of the Company as
remuneration for their service such sums, if any, as the Company may by
resolution of its shareholders determine, and such remuneration shall be
divided among them in such proportions and manner as the directors
determine. The directors may also be paid their reasonable travelling,
hotel and other expenses incurred in attending meetings of directors and
otherwise in the execution of their duties as directors.
88. The continuing directors may act notwithstanding any vacancy in their
body, but if their number falls below the minimum permitted, the
directors shall not, except in emergencies or for the purpose of filling
vacancies, act so long as their number is below the minimum.
89. A director may, in conjunction with the office of director, and on such
terms as to remuneration and otherwise as the directors arrange or
determine, hold any other office or place of profit under the Company or
under any company in which the Company is a shareholder or is otherwise
interested.
90. The office of a director shall IPSO FACTO be vacated, if the director:
(1) becomes bankrupt or makes an assignment for the benefit of
creditors;
(2) is, or is found by a court of competent jurisdiction to be, of
unsound mind;
(3) by notice in writing to the Company, resigns the office of
director; or
(4) is removed in the manner provided by these Articles.
91. No director shall be disqualified by holding the office of director from
contracting with the Company, either as vendor, purchaser, or otherwise,
nor shall any such contract, or any contract or arrangement entered into
or proposed to be entered into by or on behalf of the Company in which
any director is in any way interested, either directly or indirectly, be
<Page>
- 15 -
avoided, nor shall any director so contracting or being so interested be
liable to account to the Company for any profit realized by any such
contract or arrangement by reason only of such director holding that
office or of the fiduciary relations thereby established, provided the
director makes a declaration or gives a general notice in accordance
with the Act. No director shall, as a director, vote in respect of any
contract or arrangement in which the director is so interested, and if
the director does so vote, such vote shall not be counted. This
prohibition may at any time or times be suspended or relaxed to any
extent by a resolution of the shareholders and shall not apply to any
contract by or on behalf of the Company to give to the directors or any
of them any security for advances or by way of indemnity.
ELECTION OF DIRECTORS
92. At the dissolution of every ordinary general meeting at which their
successors are elected, all the directors shall retire from office and
be succeeded by the directors elected at such meeting. Retiring
directors shall be eligible for re-election.
93. If at any ordinary general meeting at which an election of directors
ought to take place no such election takes place, or if no ordinary
general meeting is held in any year or period of years, the retiring
directors shall continue in office until their successors are elected.
94. The Company may by resolution of its shareholders elect any number of
directors permitted by these Articles and may determine or alter their
qualification.
95. The Company may, by special resolution or in any other manner permitted
by statute, remove any director before the expiration of such director's
period of office and may, if desired, appoint a replacement to hold
office during such time only as the director so removed would have held
office.
96. The directors may appoint any other person as a director so long as the
total number of directors does not at any time exceed the maximum number
permitted. No such appointment, except to fill a casual vacancy, shall
be effective unless two-thirds of the directors concur in it. Any casual
vacancy occurring among the directors may be filled by the directors,
but any person so chosen shall retain office only so long as the
vacating director would have retained it if the vacating director had
continued as director.
MANAGING DIRECTOR
97. The directors may appoint one or more of their body to be managing
directors of the Company, either for a fixed term or otherwise, and may
remove or dismiss them from office and appoint replacements.
98. Subject to the provisions of any contract between a managing director
and the Company, a managing director shall be subject to the same
provisions as to resignation and removal as the other directors of the
Company. A managing director who for any reason ceases to hold the
office of director shall ipso facto immediately cease to be a managing
director.
<Page>
- 16 -
99. The remuneration of a managing director shall from time to time be fixed
by the directors and may be by way of any or all of salary, commission
and participation in profits.
100. The directors may from time to time entrust to and confer upon a
managing director such of the powers exercisable under these Articles by
the directors as they think fit, and may confer such powers for such
time, and to be exercised for such objects and purposes and upon such
terms and conditions, and with such restrictions as they think
expedient; and they may confer such powers either collaterally with, or
to the exclusion of, and in substitution for, all or any of the powers
of the directors in that behalf; and may from time to time revoke,
withdraw, alter or vary all or any of such powers.
CHAIRMAN OF THE BOARD
101. The directors may elect one of their number to be Chairman and may
determine the period during which the Chairman is to hold office. The
Chairman shall perform such duties and receive such special remuneration
as the directors may provide.
PRESIDENT AND VICE-PRESIDENTS
102. The directors shall elect the President of the Company, who need not be
a director, and may determine the period for which the President is to
hold office. The President shall have general supervision of the
business of the Company and shall perform such duties as may be assigned
from time to time by the directors.
103. The directors may also elect vice-presidents, who need not be directors,
and may determine the periods for which they are to hold office. A
vice-president shall, at the request of the President or the directors
and subject to the directions of the directors, perform the duties of
the President during the absence, illness or incapacity of the
President, and shall also perform such duties as may be assigned by the
President or the directors.
SECRETARY AND TREASURER
104. The directors shall appoint a Secretary of the Company to keep minutes
of shareholders' and directors' meetings and perform such other duties
as may be assigned by the directors. The directors may also appoint a
temporary substitute for the Secretary who shall, for the purposes of
these Articles, be deemed to be the Secretary.
105. The directors may appoint a treasurer of the Company to carry out such
duties as the directors may assign.
OFFICERS
106. The directors may elect or appoint such other officers of the Company,
having such powers and duties, as they think fit.
<Page>
- 17 -
107. If the directors so decide the same person may hold more than one of the
offices provided for in these Articles.
PROCEEDINGS OF DIRECTORS
108. The directors may meet together for the dispatch of business, adjourn
and otherwise regulate their meetings and proceedings, as they think
fit, and may determine the quorum necessary for the transaction of
business. Until otherwise determined, one director shall constitute a
quorum and may hold a meeting.
109. If all directors of the Company entitled to attend a meeting either
generally or specifically consent, a director may participate in a
meeting of directors or of a committee of directors by means of such
telephone or other communications facilities as permit all persons
participating in the meeting to hear each other, and a director
participating in such a meeting by such means is deemed to be present at
that meeting for purposes of these Articles.
110. Meetings of directors may be held either within or without the Province
of Nova Scotia and the directors may from time to time make arrangements
relating to the time and place of holding directors' meetings, the
notices to be given for such meetings and what meetings may be held
without notice. Unless otherwise provided by such arrangements:
(1) A meeting of directors may be held at the close of every
ordinary general meeting of the Company without notice.
(2) Notice of every other directors' meeting may be given as
permitted by these Articles to each director at least 48 hours
before the time fixed for the meeting.
(3) A meeting of directors may be held without formal notice if all
the directors are present or if those absent have signified
their assent to such meeting or their consent to the business
transacted at such meeting.
111. The President or any director may at any time, and the Secretary, upon
the request of the President or any director, shall summon a meeting of
the directors to be held at the Office of the Company. The President,
the Chairman or a majority of the directors may at any time, and the
Secretary, upon the request of the President, the Chairman or a majority
of the directors, shall summon a meeting to be held elsewhere.
112. (1) Questions arising at any meeting of directors shall be decided
by a majority of votes. The chairman of the meeting may vote as
a director but shall not have a second or casting vote.
(2) At any meeting of directors the chairman shall receive and count
the vote of any director not present in person at such meeting
on any question or matter arising at such meeting whenever such
absent director has indicated by telegram, letter or other
writing lodged with the chairman of such meeting the manner in
which the absent director desires to vote on such question or
matter and such question or matter has
<Page>
- 18 -
been specifically mentioned in the notice calling the meeting as
a question or matter to be discussed or decided thereat. In
respect of any such question or matter so mentioned in such
notice any director may give to any other director a proxy
authorizing such other director to vote for such first named
director at such meeting, and the chairman of such meeting,
after such proxy has been so lodged, shall receive and count any
vote given in pursuance thereof notwithstanding the absence of
the director giving such proxy.
113. If no Chairman is elected, or if at any meeting of directors the
Chairman is not present within five minutes after the time appointed for
holding the meeting, or declines to take the chair, the President, if a
director, shall preside. If the President is not a director, is not
present at such time or declines to take the chair, a vice-president who
is also a director shall preside. If no person described above is
present at such time and willing to take the chair, the directors
present shall choose some one of their number to be chairman of the
meeting.
114. A meeting of the directors at which a quorum is present shall be
competent to exercise all or any of the authorities, powers and
discretions for the time being vested in or exercisable by the directors
generally.
115. The directors may delegate any of their powers to committees consisting
of such number of directors as they think fit. Any committee so formed
shall in the exercise of the powers so delegated conform to any
regulations that may be imposed on them by the directors.
116. The meetings and proceedings of any committee of directors shall be
governed by the provisions contained in these Articles for regulating
the meetings and proceedings of the directors insofar as they are
applicable and are not superseded by any regulations made by the
directors.
117. All acts done at any meeting of the directors or of a committee of
directors or by any person acting as a director shall, notwithstanding
that it is afterwards discovered that there was some defect in the
appointment of the director or person so acting, 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.
118. A resolution in writing and signed by every director who would be
entitled to vote on the resolution at a meeting is as valid as if it
were passed by such directors at a meeting.
119. If any one or more of the directors is called upon to perform extra
services or to make any special exertions in going or residing abroad or
otherwise for any of the purposes of the Company or the business
thereof, the Company may remunerate the director or directors so doing,
either by a fixed sum or by a percentage of profits or otherwise. Such
remuneration shall be determined by the directors and may be either in
addition to or in substitution for remuneration otherwise authorized by
these Articles.
<Page>
- 19 -
REGISTERS
120. The directors shall cause to be kept at the Company's Office in
accordance with the provisions of the Act a Register of the shareholders
of the Company, a register of the holders of bonds, debentures and other
securities of the Company and a register of its directors. Branch
registers of the shareholders and of the holders of bonds, debentures
and other securities may be kept elsewhere, either within or without the
Province of Nova Scotia, in accordance with the Act.
MINUTES
121. The directors shall cause minutes to be entered in books designated for
the purpose:
(1) of all appointments of officers;
(2) of the names of directors present at each meeting of directors
and of any committees of directors;
(3) of all orders made by the directors and committees of directors;
and
(4) of all resolutions and proceedings of meetings of shareholders
and of directors.
Any such minutes of any meeting of directors or of any committee of
directors or of shareholders, if purporting to be signed by the chairman
of such meeting or by the chairman of the next succeeding meeting, shall
be receivable as prima facie evidence of the matters stated in such
minutes.
POWERS OF DIRECTORS
122. The management of the business of the Company is vested in the directors
who, in addition to the powers and authorities by these Articles or
otherwise expressly conferred upon them, may exercise all such powers
and do all such acts and things as may be exercised or done by the
Company and are not hereby or by statute expressly directed or required
to be exercised or done by the shareholders, but subject nevertheless to
the provisions of any statute, the Memorandum or these Articles. No
modification of the Memorandum or these Articles shall invalidate any
prior act of the directors that would have been valid if such
modification had not been made.
123. Without restricting the generality of the terms of any of these Articles
and without prejudice to the powers conferred thereby, the directors
may:
(1) take such steps as they think fit to carry out any agreement or
contract made by or on behalf of the Company;
(2) pay costs, charges and expenses preliminary and incidental to
the promotion, formation, establishment, and registration of the
Company;
<Page>
- 20 -
(3) purchase or otherwise acquire for the Company any property,
rights or privileges that the Company is authorized to acquire,
at such price and generally on such terms and conditions as they
think fit;
(4) pay for any property, rights or privileges acquired by, or
services rendered to the Company either wholly or partially in
cash or in shares (fully paid-up or otherwise), bonds,
debentures or other securities of the Company;
(5) subject to the Act, secure the fulfilment of any contracts or
engagements entered into by the Company by mortgaging or
charging all or any of the property of the Company and its
unpaid capital for the time being, or in such other manner as
they think fit;
(6) appoint, remove or suspend at their discretion such experts,
managers, secretaries, treasurers, officers, clerks, agents and
servants for permanent, temporary or special services, as they
from time to time think fit, and determine their powers and
duties and fix their salaries or emoluments and require security
in such instances and to such amounts as they think fit;
(7) accept a surrender of shares from any shareholder insofar as the
law permits and on such terms and conditions as may be agreed;
(8) appoint any person or persons to accept and hold in trust for
the Company any property belonging to the Company, or in which
it is interested, execute and do all such deeds and things as
may be required in relation to such trust, and provide for the
remuneration of such trustee or trustees;
(9) institute, conduct, defend, compound or abandon any legal
proceedings by and against the Company, its directors or its
officers or otherwise concerning the affairs of the Company, and
also compound and allow time for payment or satisfaction of any
debts due and of any claims or demands by or against the
Company;
(10) refer any claims or demands by or against the Company to
arbitration and observe and perform the awards;
(11) make and give receipts, releases and other discharges for
amounts payable to the Company and for claims and demands of the
Company;
(12) determine who may exercise the borrowing powers of the Company
and sign on the Company's behalf bonds, debentures or other
securities, bills, notes, receipts, acceptances, assignments,
transfers, hypothecations, pledges, endorsements, cheques,
drafts, releases, contracts, agreements and all other
instruments and documents;
(13) provide for the management of the affairs of the Company abroad
in such manner as they think fit, and in particular appoint any
person to be the attorney or agent of the Company with such
powers (including power to sub-delegate) and upon such terms as
may be thought fit;
<Page>
- 21 -
(14) invest and deal with any funds of the Company in such securities
and in such manner as they think fit; and vary or realize such
investments;
(15) subject to the Act, execute in the name and on behalf of the
Company in favour of any director or other person who may incur
or be about to incur any personal liability for the benefit of
the Company such mortgages of the Company's property, present
and future, as they think fit;
(16) give any officer or employee of the Company a commission on the
profits of any particular business or transaction or a share in
the general profits of the Company;
(17) set aside out of the profits of the Company before declaring any
dividend such amounts as they think proper as a reserve fund to
meet contingencies or provide for dividends, depreciation,
repairing, improving and maintaining any of the property of the
Company and such other purposes as the directors may in their
absolute discretion think in the interests of the Company; and
invest such amounts in such investments as they think fit, and
deal with and vary such investments, and dispose of all or any
part of them for the benefit of the Company, and divide the
reserve fund into such special funds as they think fit, with
full power to employ the assets constituting the reserve fund in
the business of the Company without being bound to keep them
separate from the other assets;
(18) make, vary and repeal rules respecting the business of the
Company, its officers and employees, the shareholders of the
Company or any section or class of them;
(19) enter into all such negotiations and contracts, rescind and vary
all such contracts, and execute and do all such acts, deeds and
things in the name and on behalf of the Company as they consider
expedient for or in relation to any of the matters aforesaid or
otherwise for the purposes of the Company;
(20) provide for the management of the affairs of the Company in such
manner as they think fit.
SOLICITORS
124. The Company may employ or retain solicitors any of whom may, at the
request or on the instruction of the directors, the Chairman, the
President or a managing director, attend meetings of the directors or
shareholders, whether or not the solicitor is a shareholder or a
director of the Company. A solicitor who is also a director may
nevertheless charge for services rendered to the Company as a solicitor.
<Page>
- 22 -
THE SEAL
125. The directors shall arrange for the safe custody of the common seal of
the Company (the "Seal"). The Seal may be affixed to any instrument in
the presence of and contemporaneously with the attesting signature of
(i) any director or officer acting within such person's authority or
(ii) any person under the authority of a resolution of the directors or
a committee thereof. For the purpose of certifying documents or
proceedings the Seal may be affixed by any director or the President, a
vice-president, the Secretary, an assistant secretary or any other
officer of the Company without the authorization of a resolution of the
directors.
126. The Company may have facsimiles of the Seal which may be used
interchangeably with the Seal.
127. The Company may have for use at any place outside the Province of Nova
Scotia, as to all matters to which the corporate existence and capacity
of the Company extends, an official seal that is a facsimile of the Seal
of the Company with the addition on its face of the name of the place
where it is to be used; and the Company may by writing under its Seal
authorize any person to affix such official seal at such place to any
document to which the Company is a party.
DIVIDENDS
128. The directors may from time to time declare such dividend as they deem
proper upon shares of the Company according to the rights and
restrictions attached to any class or series of shares, and may
determine the date upon which such dividend will be payable and that it
will be payable to the persons registered as the holders of the shares
on which it is declared at the close of business upon a record date. No
transfer of such shares registered after the record date shall pass any
right to the dividend so declared.
129. Dividends may be paid as permitted by law and, without limitation, may
be paid out of the profits, retained earnings or contributed surplus of
the Company. No interest shall be payable on any dividend except insofar
as the rights attached to any class or series of shares provide
otherwise.
130. The declaration of the directors as to the amount of the profits,
retained earnings or contributed surplus of the Company shall be
conclusive.
131. The directors may from time to time pay to the shareholders such interim
dividends as in their judgment the position of the Company justifies.
132. Subject to these Articles and the rights and restrictions attached to
any class or series of shares, dividends may be declared and paid to the
shareholders in proportion to the amount of capital paid-up on the
shares (not including any capital paid-up bearing interest) held by them
respectively.
<Page>
-23-
133. The directors may deduct from the dividends payable to any shareholder
amounts due and payable by the shareholder to the Company on account of
calls, instalments or otherwise, and may apply the same in or towards
satisfaction of such amounts so due and payable.
134. The directors may retain any dividends on which the Company has a lien,
and may apply the same in or towards satisfaction of the debts,
liabilities or engagements in respect of which the lien exists.
135. The directors may retain the dividends payable upon shares to which a
person is entitled or entitled to transfer upon the death or bankruptcy
of a shareholder or in any way other than by allotment or transfer,
until such person has become registered as the holder of such shares or
has duly transferred such shares.
136. When the directors declare a dividend on a class or series of shares and
also make a call on such shares payable on or before the date on which
the dividend is payable, the directors may retain all or part of the
dividend and set off the amount retained against the call.
137. The directors may declare that a dividend be paid by the distribution of
cash, paid-up shares (at par or at a premium), debentures, bonds or
other securities of the Company or of any other company or any other
specific assets held or to be acquired by the Company or in any one or
more of such ways.
138. The directors may settle any difficulty that may arise in regard to the
distribution of a dividend as they think expedient, and in particular
without restricting the generality of the foregoing may issue fractional
certificates, may fix the value for distribution of any specific assets,
may determine that cash payments will be made to any shareholders upon
the footing of the value so fixed or that fractions may be disregarded
in order to adjust the rights of all parties, and may vest cash or
specific assets in trustees upon such trusts for the persons entitled to
the dividend as may seem expedient to the directors.
139. Any person registered as a joint holder of any share may give effectual
receipts for all dividends and payments on account of dividends in
respect of such share.
140. Unless otherwise determined by the directors, any dividend may be paid
by a cheque or warrant delivered to or sent through the post to the
registered address of the shareholder entitled, or, when there are joint
holders, to the registered address of that one whose name stands first
on the register for the shares jointly held. Every cheque or warrant so
delivered or sent shall be made payable to the order of the person to
whom it is delivered or sent. The mailing or other transmission to a
shareholder at the shareholder's registered address (or, in the case of
joint shareholders at the address of the holder whose name stands first
on the register) of a cheque payable to the order of the person to whom
it is addressed for the amount of any dividend payable in cash after the
deduction of any tax which the Company has properly withheld, shall
discharge the Company's liability for the dividend unless the cheque is
not paid on due presentation. If any cheque for a dividend payable in
cash is not received, the Company shall issue to the shareholder a
replacement cheque for the same amount on such terms as to indemnity and
evidence of non-receipt as the directors may
<Page>
- 24 -
impose. No shareholder may recover by action or other legal process
against the Company any dividend represented by a cheque that has not
been duly presented to a banker of the Company for payment or that
otherwise remains unclaimed for 6 years from the date on which it was
payable.
ACCOUNTS
141. The directors shall cause proper books of account to be kept of the
amounts received and expended by the Company, the matters in respect of
which such receipts and expenditures take place, all sales and purchases
of goods by the Company, and the assets, credits and liabilities of the
Company.
142. The books of account shall be kept at the head office of the Company or
at such other place or places as the directors may direct.
143. The directors shall from time to time determine whether and to what
extent and at what times and places and under what conditions the
accounts and books of the Company or any of them shall be open to
inspection of the shareholders, and no shareholder shall have any right
to inspect any account or book or document of the Company except as
conferred by statute or authorized by the directors or a resolution of
the shareholders.
144. At the ordinary general meeting in every year the directors shall lay
before the Company such financial statements and reports in connection
therewith as may be required by the Act or other applicable statute or
regulation thereunder and shall distribute copies thereof at such times
and to such persons as may be required by statute or regulation.
AUDITORS AND AUDIT
145. Except in respect of a financial year for which the Company is exempt
from audit requirements in the Act, the Company shall at each ordinary
general meeting appoint an auditor or auditors to hold office until the
next ordinary general meeting. If at any general meeting at which the
appointment of an auditor or auditors is to take place and no such
appointment takes place, or if no ordinary general meeting is held in
any year or period of years, the directors shall appoint an auditor or
auditors to hold office until the next ordinary general meeting.
146. The first auditors of the Company may be appointed by the directors at
any time before the first ordinary general meeting and the auditors so
appointed shall hold office until such meeting unless previously removed
by a resolution of the shareholders, in which event the shareholders may
appoint auditors.
147. The directors may fill any casual vacancy in the office of the auditor
but while any such vacancy continues the surviving or continuing auditor
or auditors, if any, may act.
<Page>
- 25 -
148. The Company may appoint as auditor any person, including a shareholder,
not disqualified by statute.
149. An auditor may be removed or replaced in the circumstances and in the
manner specified in the Act.
150. The remuneration of the auditors shall be fixed by the shareholders, or
by the directors pursuant to authorization given by the shareholders,
except that the remuneration of an auditor appointed to fill a casual
vacancy may be fixed by the directors.
151. The auditors shall conduct such audit as may be required by the Act and
their report, if any, shall be dealt with by the Company as required by
the Act.
NOTICES
152. A notice (including any communication or document) shall be sufficiently
given, delivered or served by the Company upon a shareholder, director,
officer or auditor by personal delivery at such person's registered
address (or, in the case of a director, officer or auditor, last known
address) or by prepaid mail, telegraph, telex, facsimile machine or
other electronic means of communication addressed to such person at such
address.
153. Shareholders having no registered address shall not be entitled to
receive notice.
154. All notices with respect to registered shares to which persons are
jointly entitled may be sufficiently given to all joint holders thereof
by notice given to whichever of such persons is named first in the
Register for such shares.
155. Any notice sent by mail shall be deemed to be given, delivered or served
on the earlier of actual receipt and the third business day following
that upon which it is mailed, and in proving such service it shall be
sufficient to prove that the notice was properly addressed and mailed
with the postage prepaid thereon. Any notice given by electronic means
of communication shall be deemed to be given when entered into the
appropriate transmitting device for transmission. A certificate in
writing signed on behalf of the Company that the notice was so addressed
and mailed or transmitted shall be conclusive evidence thereof.
156. Every person who by operation of law, transfer or other means whatsoever
becomes entitled to any share shall be bound by every notice in respect
of such share that prior to such person's name and address being entered
on the Register was duly served in the manner hereinbefore provided upon
the person from whom such person derived title to such share.
157. Any notice delivered, sent or transmitted to the registered address of
any shareholder pursuant to these Articles, shall, notwithstanding that
such shareholder is then deceased and that the Company has notice
thereof, be deemed to have been served in respect of any registered
shares, whether held by such deceased shareholder solely or jointly with
other persons, until some other person is registered as the holder or
joint holder thereof, and such service shall for all purposes of these
Articles be deemed a sufficient service of such notice
<Page>
- 26 -
on the heirs, executors or administrators of the deceased shareholder
and all joint holders of such shares.
158. Any notice may bear the name or signature, manual or reproduced, of the
person giving the notice written or printed.
159. When a given number of days' notice or notice extending over any other
period is required to be given, the day of service and the day upon
which such notice expires shall not, unless it is otherwise provided, be
counted in such number of days or other period.
INDEMNITY
160. Every director or officer, former director or officer, or person who
acts or acted at the Company's request, as a director or officer of the
Company, a body corporate, partnership or other association of which the
Company is or was a shareholder, partner, member or creditor, and the
heirs and legal representatives of such person, in the absence of any
dishonesty on the part of such person, shall be indemnified by the
Company against, and it shall be the duty of the directors out of the
funds of the Company to pay, all costs, losses and expenses, including
an amount paid to settle an action or claim or satisfy a judgment, that
such director, officer or person may incur or become liable to pay in
respect of any claim made against such person or civil, criminal or
administrative action or proceeding to which such person is made a party
by reason of being or having been a director or officer of the Company
or such body corporate, partnership or other association, whether the
Company is a claimant or party to such action or proceeding or
otherwise; and the amount for which such indemnity is proved shall
immediately attach as a lien on the property of the Company and have
priority as against the shareholders over all other claims.
161. No director or officer, former director or officer, or person who acts
or acted at the Company's request, as a director or officer of the
Company, a body corporate, partnership or other association of which the
Company is or was a shareholder, partner, member or creditor, in the
absence of any dishonesty on such person's part, shall be liable for the
acts, receipts, neglects or defaults of any other director, officer or
such person, or for joining in any receipt or other 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 for or on
behalf of the Company, or through the insufficiency or deficiency of any
security in or upon which any of the funds of the Company are invested,
or for any loss or damage arising from the bankruptcy, insolvency or
tortious acts of any person with whom any funds, securities or effects
are deposited, or for any loss occasioned by error of judgment or
oversight on the part of such person, or for any other loss, damage or
misfortune whatsoever which happens in the execution of the duties of
such person or in relation thereto.
EXECUTION OF DOCUMENTS AND INSTRUMENTS
162. Deeds, transfers, assignments, contracts, obligations, certificates and
other instruments and documents of any description whatsoever shall be
effectively authorized by and signed on behalf of the Company if signed
by any director or officer acting within such person's
<Page>
- 27 -
authority, whether under seal or otherwise as such signatories may see
fit. In addition, the board of directors or the shareholders may from
time to time by resolution direct the manner in which and the person or
persons by whom any particular document or instrument or class of
documents or instruments may or shall be signed. Any articles, notice,
resolution, requisition, statement or other document or instrument
required or permitted to be executed by more than one person may be
executed in several documents or instruments of like form each of which
is executed by one or more of such persons, and such documents or
instruments, when duly executed by all persons required or permitted, as
the case may be, to do so, shall be deemed to constitute one document
for all relevant purposes. The secretary or any other officer or any
director may sign certificates and similar instruments on the Company's
behalf with respect to any factual matters relating to the Company's
business and affairs, including certificates verifying copies of the
constating documents, resolutions and minutes of meetings of the
Company.
REMINDERS
163. The directors shall comply with the following provisions of the Act or
the CORPORATIONS REGISTRATION ACT (Nova Scotia) where indicated:
(1) Keep a current register of shareholders (Section 42).
(2) Keep a current register of directors, officers and managers,
send to the Registrar a copy thereof and notice of all changes
therein (Section 98).
(3) Keep a current register of holders of bonds, debentures and
other securities (Section 111 and Third Schedule).
(4) Call a general meeting every year within the proper time
(Section 83). Meetings must be held not later than 15 months
after the preceding general meeting.
(5) Send to the Registrar copies of all special resolutions (Section
88).
(6) Send to the Registrar notice of the address of the Company's
Office and of all changes in such address (Section 79).
(7) Keep proper minutes of all shareholders' meetings and directors'
meetings in the Company's minute book kept at the Company's
Office (Sections 89 and 90).
(8) Obtain a certificate under the CORPORATIONS REGISTRATION ACT
(Nova Scotia) as soon as business is commenced.
(9) Send notice of recognized agent to the Registrar under the
CORPORATIONS REGISTRATION ACT (Nova Scotia).
<Page>
- 28 -
NAME OF SUBSCRIBER
/s/ Charles S. Reagh
Charles S. Reagh
Dated at Halifax, Nova Scotia the 22nd day of June, 2004.
Witness to above signature:
/s/ Lisa McLellan [SEAL]
- -----------------
Lisa McLellan FILED ELECTRONICALLY
Halifax, Nova Scotia in the computer records maintained by the
Registry of Joint Stock Companies
JUN 22 2004
per: /s/ [ILLEGIBLE]
------------------------------------
STEWART McKELVEY STIRLING SCALES
<Page>
DIRECTOR'S RESOLUTION
3090671 NOVA SCOTIA COMPANY
June 22, 2004, at 9:00 a.m.
Pursuant to the COMPANIES ACT, the sole director of the Company, by signing his
name to the foot hereof, adopts the following resolutions and by so doing
renders the same as valid and effectual as if they had been passed at a meeting
of directors duly called and constituted.
WHEREAS the Company has been duly incorporated under the COMPANIES ACT of Nova
Scotia;
AND WHEREAS pursuant to the Articles of Association of the Company the
undersigned is the first director of the Company;
BE IT RESOLVED AS FOLLOWS:
1 THAT Charles S. Reagh be and is hereby elected President of the Company
and Lisa McLellan be and is hereby appointed Secretary of the Company.
2. THAT the Memorandum of Association and the Articles of Association,
filed on behalf of the Company, be filed with the corporate records of the
Company.
3. THAT the seal of the Company, an impression of which appears at the
margin hereof, be and is hereby approved and adopted as the common seal of the
Company.
4. THAT the following form of share certificate be adopted as the share
certificate of the Company, together with a form of transfer endorsed thereon:
No. __________ _________ Shares
__________________________________________________
(Incorporated 2004 under the COMPANIES ACT of Nova Scotia)
THIS IS TO CERTIFY that ___________ is the registered owner of
______________ fully paid ___________ shares of ________________,
transferable only on the books of the Company (subject to the
restrictions imposed by the Articles of Association of the Company) by
the holder hereof in person or by duly authorized attorney upon
surrender of this Certificate properly endorsed.
IN WITNESS WHEREOF the Company has caused this Certificate to be
signed by its duly authorized officers and to be sealed with the seal of
the Company this ___ day of __________________, ______.
5. THAT one common share in the capital stock of the Company be allotted to
the subscriber of the Memorandum of Association for the subscription price of $1
and that a certificate be issued therefor forthwith and that the subscriber's
name be entered in the register of members of the Company as the holder of one
common share, the certificate for such share to be executed by the President and
Secretary under seal of the Company.
<Page>
- 2 -
6. THAT the registered office of the Company be at Suite 900, 1959 Upper
Water Street, P.O. Box 997, Halifax, Nova Scotia, B3J 2X2, and that notice
thereof be transmitted in due course to the Registrar of Joint Stock Companies
at Halifax, Canada.
7. THAT Charles S. Reagh of Suite 900, 1959 Upper Water Street, P.O. Box
997, Halifax, Nova Scotia, B3J 2X2, be appointed recognized agent of the Company
and that the required notice of such appointment be filed in due course with the
Registrar of Joint Stock Companies at Halifax, Canada.
8. THAT the President and Secretary or either of them be and each of them
is hereby authorized to make, on behalf of the Company, any and all applications
for any and all licenses and permits necessary for the carrying on of the
business of the Company.
SIGNED at Halifax, Canada.
/s/ Charles S. Reagh
- --------------------------------------
Charles S. Reagh
<Page>
SHAREHOLDER'S RESOLUTION
3090671 NOVA SCOTIA COMPANY
June 22, 2004, at 9:15 a.m.
Pursuant to the COMPANIES ACT, the undersigned as sole shareholder of the
Company, by signing his name to the foot hereof, adopts the following
resolutions and by so doing renders the same as valid and effectual as if they
had been passed at a meeting of the shareholders duly called and constituted.
1. WHEREAS it is deemed desirable and in the best interests of the Company
that the directors may exercise to the fullest extent the power to purchase or
otherwise acquire shares issued by the Company;
BE IT THEREFORE RESOLVED as a Special Resolution of the Company that the
shareholders of the Company hereby sanction the exercise by the Company of all
and every power to purchase or otherwise acquire shares issued by it and that
the directors of the Company be and they are hereby authorized and empowered to
exercise at any time and from time to time any and all such powers in the name
of and on behalf of the Company and in particular, without restricting the
generality of the foregoing, the directors of the Company be and they are hereby
authorized and empowered in the name of and on behalf of the Company to purchase
or otherwise acquire shares issued by the Company pursuant to and in accordance
with the provisions of the COMPANIES ACT.
SIGNED at Halifax, Canada.
/s/ Charles S. Reagh
- --------------------------------
Charles S. Reagh
<Page>
RESOLUTION IN LIEU OF FIRST ANNUAL OR ORDINARY GENERAL MEETING OF SHAREHOLDERS
3090671 NOVA SCOTIA COMPANY
June 22, 2004, at 9:30 a.m.
Pursuant to the COMPANIES ACT, the undersigned as sole shareholder of the
Company, by signing his name to the foot hereof, adopts the following
resolutions and by so doing renders the same as valid and effectual as if they
had been passed at a meeting of the shareholders duly called and constituted.
1. WHEREAS it is necessary to hold an annual meeting of the shareholders;
AND WHEREAS the Company was just incorporated, no balance sheet or
profit and loss statement or reports of auditors or directors were prepared for
presentation to the meeting;
BE IT RESOLVED that the undersigned sole shareholder of the Company
waives the requirements of the COMPANIES ACT in this respect as well as the
provisions of the Company's Articles of Association.
2. BE IT RESOLVED that the following be elected directors of the Company,
to hold office until the next annual or ordinary general meeting of the Company
or until their successors are elected:
Charles S. Reagh Michel Coutu
Randy Wyrofsky
3. BE IT RESOLVED that the fiscal year of the Company be fixed as ending on
the last day of May in each year.
4. BE IT RESOLVED that the Company be exempt from audit requirements for
the ensuing fiscal year.
5. BE IT RESOLVED that a meeting of the directors of the Company be held
immediately following the signing of this resolution, such meeting being held
without notice pursuant to the provisions of the Articles of Association of the
Company.
SIGNED at Halifax, Canada.
/s/ Charles S. Reagh
- ---------------------------------
Charles S. Reagh
<Page>
MINUTES OF THE MEETING OF THE DIRECTORS OF 3090671 NOVA SCOTIA COMPANY held at
Suite 900, Purdy's Wharf Tower One, Halifax, Canada on June 22, 2004, at the
hour of 9:45 a.m.
PRESENT: Charles S. Reagh, being a Director of the Company and, by invitation,
Lisa McLellan the Secretary of the Company.
UPON MOTION Charles S. Reagh was appointed to act as Chairman of the meeting and
Lisa McLellan was appointed to act as secretary of the meeting.
The Chairman pointed out that this meeting was held without notice following
adoption of the Shareholders' Resolution in lieu of First Annual or Ordinary
General Meeting of the Shareholders, pursuant to the Company's Articles of
Association, and that a quorum was present and the meeting duly constituted.
The Secretary presented to the meeting the transfer of Certificate No. 1 for one
common share from Charles S. Reagh to The Jean Coutu Group (PJC) USA, Inc. UPON
MOTION IT WAS RESOLVED that the transfer of one common share of the capital
stock of the Company from Charles S. Reagh to The Jean Coutu Group (PJC) USA,
Inc. is hereby accepted and approved to take effect at the close of the present
meeting and not before.
AND UPON MOTION IT WAS FURTHER RESOLVED that the following share certificate be
signed on behalf of the Company by Charles S. Reagh as President and by Lisa
McLellan as Secretary and the corporate seal affixed and be delivered to the
shareholder at or after the close of the present meeting:
<Table>
<Caption>
Certificate No. Name of Shareholder Number of Shares
--------------- ------------------- ----------------
2 The Jean Coutu Group (PJC) USA, Inc. 1 common share
</Table>
The resignation of Charles S. Reagh as a director of the Company was presented
to the meeting.
UPON MOTION IT WAS RESOLVED that the resignation of Charles S. Reagh as a
director of the Company be accepted, to take effect at the close of the present
meeting but not before.
The Secretary pointed out that at the close of the meeting, the Company would be
left with the following persons as its directors:
Michel Coutu
Randy Wyrofsky
The meeting then proceeded to the election of officers and the following persons
were declared elected, to take office at the close of the present meeting:
Michel Coutu President
Randy Wyrofsky Secretary-Treasurer
There being no further business before the meeting, UPON MOTION the meeting
terminated.
<Page>
2
/s/ Lisa McLellan
--------------------
Secretary
APPROVED:
/s/ Charles S. Reagh
- ---------------------------------
Chairman
June 22, 2004
TO: 3090671 NOVA SCOTIA COMPANY
Halifax, Nova Scotia
I hereby tender my resignation as a director of the Company.
Yours very truly,
/s/ Charles S. Reagh
Charles S. Reagh