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Exhibit 3.8
MEMORANDUM
AND
ARTICLES OF ASSOCIATION
OF
3090672 NOVA SCOTIA COMPANY
STEWART McKELVEY STIRLING SCALES
BARRISTERS & SOLICITORS
HALIFAX, NOVA SCOTIA
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MEMORANDUM OF ASSOCIATION
OF
3090672 NOVA SCOTIA COMPANY
1. The name of the Company is 3090672 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
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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
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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 2 2 2004
per: [ILLEGIBLE]
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STEWART McKELVEY STIRLING SCALES
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ARTICLES OF ASSOCIATION
OF
3090672 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.
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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.
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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.
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.
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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
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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.
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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.
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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.
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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
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(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.
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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
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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, carried
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.
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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.
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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 apoint
____________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
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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
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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.
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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.
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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
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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.
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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;
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(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;
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(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.
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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.
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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
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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.
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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
- -----------------
Lisa McLellan
Halifax, Nova Scotia
[SEAL]
FILED ELECTRONICALLY
in the computer records maintained by the
Registry of Joint Stock Companies
JUN 2 2 2004
per: /s/ [ILLEGIBLE]
----------------------------
STEWART MCKELVEY STIRLING SCALES
<Page>
DIRECTOR'S RESOLUTION
3090672 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
3090672 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
3090672 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 3090672 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
shareholders 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/ [ILLEGIBLE]
- --------------------------------
Chairman
June 22, 2004
TO: 3090672 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