VISTA GOLD CORP.
AMENDED BY-LAW NO. 1
TABLE OF CONTENTS
1. INTERPRETATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
2. BUSINESS OF THE CORPORATION . . . . . . . . . . . . . . . . . . . . . . .2
3. BORROWING AND SECURITIES. . . . . . . . . . . . . . . . . . . . . . . . .3
4. DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
5. COMMITTEES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
6. OFFICERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8
7. PROTECTION OF DIRECTORS, OFFICERS AND OTHERS. . . . . . . . . . . . . . .8
8. SHARES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9
9. DIVIDENDS AND RIGHTS. . . . . . . . . . . . . . . . . . . . . . . . . . 12
10. MEETINGS OF SHAREHOLDERS. . . . . . . . . . . . . . . . . . . . . . . . 13
11. NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
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BE IT ENACTED as a By-Law of the Corporation as follows:
1. INTERPRETATION
1.1 DEFINITIONS - In the By-Laws of the Corporation, unless the context
otherwise requires:
"ACT" means the BUSINESS CORPORATIONS ACT, R.S.Y. 1986, c.15, and any statute
that may be substituted therefore, as from time to time amended; marginal
references to sections of the Act herein are not made for the purpose of
modifying or affecting the meaning of any provision of this By-Law in any way
but are inserted only for the purpose of directing attention to provisions of
the Act which may be regarded as relevant;
"APPOINT" includes "elect" and VICE VERSA;
"ARTICLES" means the Articles attached to the Certificate of Continuance dated
the 17th day of December, 1997 of the Corporation as from time to time amended
or restated;
"BOARD" means the Board of Directors of the Corporation;
"BY-LAWS" means this By-Law and all other By-Laws of the Corporation from time
to time in force and effect relating to the transaction of business and affairs
of the Corporation in addition hereto, in amendment hereof, or in substitution
for all or any part of this By-Law;
"CORPORATION" means the corporation incorporated by Certificate of Continuance
under the Act and named: VISTA GOLD CORP.
"NON-BUSINESS DAY" means Saturday, Sunday and any other day that is a holiday as
defined in the INTERPRETATION ACT (Canada), or the INTERPRETATION ACT (Yukon);
"OFFICERS" has the meaning set out in Section 6.1;
"PROHIBITED CORPORATE SHAREHOLDER" means a corporation prohibited from holding
shares in itself or its holding body corporate or a subsidiary corporation
prohibited from holding shares in its parent corporation pursuant to the Act and
not exempted from such prohibited shareholdings by virtue of the Act;
"RECORDED ADDRESS" means in the case of a shareholder his address as recorded in
the securities register; and in the case of joint shareholders the address
appearing in the securities register in respect of such joint holdings
determined under Section 8.10; and in the case of a director, officer, auditor
or member of a committee of directors, his latest address as recorded in the
records of the Corporation;
Except as noted above, words and expressions defined in the Act have the same
meaning when used herein; words importing the singular number include the plural
and vice versa; words importing gender include the masculine, feminine and
neuter genders; and words importing persons include individuals, bodies
corporate, partnerships, trusts and unincorporated organizations.
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2. BUSINESS OF THE CORPORATION
2.1 REGISTERED OFFICE - Until changed in accordance with the Act, the
registered office of the Corporation shall be at the City of Whitehorse, in the
Yukon Territory, and at such location therein as the Board may from time to time
determine.
2.2 CORPORATE SEAL - Until changed by the Board, the corporate seal of the
Corporation and any facsimiles thereof adopted by the Board for use in
jurisdictions outside the Yukon Territory shall be in the form approved by the
directors.
2.3 FINANCIAL YEAR - The financial year of the Corporation shall end on the
day in each year that is established by the Board.
2.4 EXECUTION OF INSTRUMENTS - Except as otherwise determined by resolution
of the Board from time to time, all deeds, transfers, assignments, contracts,
obligations, certificates and other instruments required by law or otherwise
by these By-Laws or any resolution of the Board or shareholders of the
Corporation may be signed on behalf of the Corporation by any one or more
persons each of which is either a director of the Corporation or a person who
holds the office of Chief Executive Officer, Chairman of the Board,
Vice-Chairman of the Board, President, Vice-President, Secretary, Assistant
Secretary, or any other office created by by-law or by resolution of the
Board and such person or persons may, where necessary or expedient, affix the
corporate seal thereto.
2.5 BANKING ARRANGEMENTS - The banking business of the Corporation
including, without limitation, the borrowing of money and the giving of
security therefor, shall be transacted with such banks, trust companies or
other bodies corporate or organizations as may from time to time be
designated by or under the authority of the Board. Such banking business or
any part thereof shall be transacted under such agreements, instructions and
delegations of powers as the Board may from time to time by resolution
prescribe or authorize.
2.6 VOTING RIGHTS IN OTHER BODIES CORPORATE - The signing officers of the
Corporation may execute and deliver proxies and arrange for the issuance of
voting certificates or other evidence of the right to exercise the voting
rights attaching to any securities held by the Corporation. Such
instruments, certificates or other evidence shall be in favour of such person
or persons as may be determined by the officers executing such proxies or
arranging for the issuance of voting certificates or such other evidence of
the right to exercise such voting rights. In addition, the Board may from
time to time direct the manner in which and the person or persons by whom any
particular voting rights or class of voting rights may or shall be exercised.
2.7 WITHHOLDING INFORMATION FROM SHAREHOLDERS - Subject to the provisions
of the Act, no shareholder shall be entitled to discovery of any information
respecting any details or conduct of the Corporation's business which, in the
opinion of the Board, it would be inexpedient in the interests of the
shareholders or the Corporation to communicate to the public. The Board may
from time to time determine whether and to what extent and at what time and
place and under what conditions or regulations the accounts, records and
documents of the Corporation or any of them shall be open to the inspection
of shareholders and no shareholder shall have any right of
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inspecting any account, record or document of the Corporation except as
conferred by the Act or authorized by the Board or by resolution passed at a
general Meeting of Shareholders.
3. BORROWING AND SECURITIES
3.1 BORROWING POWER - Without limiting the borrowing powers of the
Corporation as set forth in the Act, the Board is authorized from time to
time:
(a) to borrow money upon the credit of the Corporation in such amounts and
on such terms as may be deemed expedient by obtaining loans or
advances or by way of overdraft or otherwise;
(b) to issue, re-issue, sell or pledge bonds, debentures, notes or other
evidence of indebtedness or guarantees of the Corporation, whether
secured or unsecured for such sums and at such prices as may be deemed
expedient;
(c) subject to the Act, to issue guarantees on behalf of the Corporation
to secure the performance of the obligations of any person; and
(d) to charge, mortgage, hypothecate, pledge or otherwise create a
security interest in all or any currently owned or subsequently
acquired real or personal, movable or immovable, property and
undertaking of the Corporation, including book debts, rights, powers
and franchises for the purpose of securing any such bonds, debentures,
notes or other evidences of indebtedness or guarantee or any other
present or future indebtedness or liability of the Corporation.
Nothing in this section limits or restricts the borrowing of money by the
Corporation on bills of exchange or promissory notes made, drawn, accepted or
endorsed by or on behalf of the Corporation.
3.2 DELEGATION OF BORROWING POWER - The Board may from time to time
delegate to such one or more of the directors and officers of the Corporation
as may be designated by the Board all or any of the powers conferred on the
Board by Section 3.1 to such extent and in such manner as the Board shall
determine at the time of each such delegation.
4. DIRECTORS
4.1 NUMBER OF DIRECTORS AND QUORUM - Until changed in accordance with the
Act, the Board shall consist of not fewer than three (3) and not more than
eight (8) directors. Subject to Section 4.7, the Articles and the Act, the
quorum for the transaction of business at any meeting of the Board shall
consist of a majority of the directors or such lesser number of directors as
the Board may from time to time determine.
4.2 QUALIFICATION - No person shall be qualified for election as a director
if he is less than nineteen (19) years of age; if he is of unsound mind and
has been so found by a Court in Canada or elsewhere; if he is not an
individual; or if he has the status of a bankrupt. A director need not be a
shareholder.
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4.3 ELECTION AND TERM - Each director named in the Notice of Directors
filed at the time of continuance of the Corporation under the Act shall hold
office from the date of the Certificate of Continuance until the first
Meeting of Shareholders thereafter. An election of directors shall take
place at such first Meeting of Shareholders and at each annual Meeting of
Shareholders thereafter and all the directors then in office shall retire
but, if qualified, shall be eligible for re-election. A director shall
retain office only until the election of his successor. The number of
directors to be elected at any such meeting shall be the number of directors
then in office unless the directors or the shareholders otherwise determine.
The election shall be by ordinary resolution of the shareholders. If an
election of directors is not held at the proper time, the incumbent directors
shall continue in office until their successors are elected.
4.4 REMOVAL OF DIRECTORS - Subject to the provisions of the Act, the
shareholders may, by ordinary resolution passed at any duly called meeting of
shareholders, remove any director from office and at the same meeting by
ordinary resolution elect another person as director in his or her stead,
failing which the vacancy created by such removal may be filled by the
directors in accordance with Section 4.6.
4.5 VACATION OF OFFICE - A director ceases to hold office when: he dies; he
is removed from office by the shareholders; he ceases to be qualified for
election as a director; or when his written resignation is sent or delivered
to the Corporation or, if a time is specified in such resignation, at the
time so specified, whichever is later.
4.6 VACANCIES - Subject to the Act and the Articles, a quorum of the Board
may fill a vacancy in the Board, except a vacancy resulting from an increase
in the minimum number of directors or from a failure of the shareholders to
elect the minimum number of directors required to be elected from time to
time. In the absence of a quorum of the Board, or if the vacancy has arisen
from a failure of the shareholders to elect the minimum number of directors,
the Board shall forthwith call a special meeting of the shareholders to fill
the vacancy. If the Board fails to call such meeting or if there are no such
directors then in office, any shareholder may call the meeting.
4.7 ACTION BY THE BOARD - The Board shall manage the business and affairs
of the Corporation. The powers of the Board may be exercised by resolution
passed at a meeting at which a quorum is present or by resolution in writing,
whether by document, telegram, telecopy or any method of transmitting legibly
recorded messages or other means, signed by all the directors entitled to
vote on that resolution at a meeting of the Board and any resolution in
writing so signed shall be as valid as if it had been passed at a meeting of
directors or a committee of directors and shall be held to relate to any date
therein stated to be the effective date thereof, and a copy of every such
resolution in writing shall be kept with the minutes of the proceedings of
directors or committee of directors. Where there is a vacancy in the Board,
the remaining directors may exercise all the powers of the Board. Where the
Corporation has only one director, that director may constitute a meeting.
An act of a director is valid notwithstanding any irregularity in his
election or appointment or a defect in his qualifications.
4.8 MEETINGS BY TELEPHONE - If all of the directors at a meeting consent,
one or more or all the directors may participate in a meeting of the Board or
of a committee of directors by means of such telephone or other
communications facilities as permit all persons participating in the
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meeting to hear each other, and a director participating in such a meeting by
such means is deemed to be present at the meeting. Any such consent shall be
effective whether given before or after the meeting to which it relates and
may be given with respect to all meetings of the Board and of committees of
directors held while a director holds office.
4.9 PLACE OF MEETING - Meetings of the Board may be held at any place in or
outside Canada.
4.10 CALLING OF MEETINGS - Meetings of the Board shall be held from time to
time and at such place as the Board may determine. In addition, each of the
Chairman of the Board, the Vice-Chairman of the Board, the President or any
two directors may convene or direct the convening of a meeting of the Board.
4.11 NOTICE OF MEETING - Except as otherwise provided in Section 4.12,
notice of the time and place of each meeting of the Board shall be given in
the manner provided in Section 11.1 to each director not less than
forty-eight (48) hours before the time when the meeting is to be held, unless
a director gives notice to the Secretary in the manner provided in Section
11.1 within such forty-eight (48) hour period that he wishes the directors to
be physically present at such meeting, in which case notice shall be given in
the manner provided in Section 11.1 to each director not less than seven (7)
days before the time when the meeting is to be held. A notice of a meeting
of directors need not specify the purpose of or the business to be transacted
at the meeting except where Section 115(3) of the Act requires such purpose
or business to be specified, including any proposal to:
(a) submit to the shareholders any question or matter requiring approval
of the shareholders;
(b) fill a vacancy among the directors or in the office of auditor;
(c) issue securities;
(d) declare dividends;
(e) purchase, redeem, or otherwise acquire shares of the Corporation;
(f) pay a commission for the sale of shares;
(g) approve a management proxy circular;
(h) approve any annual financial statements; or
(i) adopt, amend or repeal By-Laws.
A director may in any manner waive notice of or otherwise consent to a meeting
of the Board either before or after the convening of the meeting.
4.12 REGULAR MEETINGS - The Board may by resolution appoint a day or days in
any month or months for regular meetings of the Board at a place and hour to
be named in the resolution. No notice shall be required for any such regular
meeting.
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4.13 FIRST MEETING OF NEW BOARD - Provided a quorum of directors is present,
each newly elected Board may without notice hold its first meeting
immediately following the meeting of shareholders at which such Board is
elected.
4.14 ADJOURNED MEETING - Notice of an adjourned meeting of the Board is not
required if the time and place of the adjourned meeting is announced at the
original meeting.
4.15 CHAIRMAN - The chairman of any meeting of the Board shall be the first
mentioned of such of the following officers as have been appointed and who is
a director and is present at the meeting: Chairman of the Board,
Vice-Chairman of the Board, Chief Executive Officer, President, or any
Vice-President who is a director. If no such officer is present, the
directors present shall choose one of their number to be chairman.
4.16 VOTES TO GOVERN - At all meetings of the Board every question shall be
decided by a majority of the votes cast on the question. In cases of an
equality of votes the Chairman of the meeting shall not be entitled to a
second or casting vote.
4.17 CONFLICT OF INTEREST - A director or officer who is a party to, or who
is a director or officer of or has a material interest in any person who is a
party to, a material contract or proposed material contract with the
Corporation shall disclose the nature and extent of his interest at the time
and in the manner provided by the Act. Any such contract or proposed
contract shall be referred to the Board or shareholders for approval even if
such contract is one that in the ordinary course of the Corporation's
business would not require approval by the Board or shareholders, and a
director interested in a contract so referred to the Board shall not vote on
any resolution to approve the same except as provided by the Act.
4.18 REMUNERATION AND EXPENSES - The directors shall be paid such
remuneration for their services as the Board may from time to time determine.
The directors shall also be entitled to be reimbursed for travelling and
other expenses properly incurred by them in attending meetings of the Board
or any committee thereof. Nothing herein contained shall preclude any
director from serving the Corporation in any other capacity and receiving
remuneration therefore.
5. COMMITTEES
5.1 COMMITTEE OF DIRECTORS
(a) The Board may appoint one or more committees of the directors and may
delegate to each such committee any of the powers of the Board except
those which, under the Act, a committee of directors has no authority
to exercise.
(b) The directors may by resolution appoint an Executive Committee to
consist of such member or members of their body as they think fit,
which committee shall have, and may exercise during the intervals
between the meetings of the Board, all the powers vested in the Board
except the power to fill vacancies in the Board, the power to change
the membership of, or fill vacancies in, said committee or any other
committee of the Board and such other powers, if any, as may be
specified in the resolution. The said committee shall keep regular
minutes of its
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transactions and shall cause them to be recorded in books kept for
that purpose, and shall report the same to the Board of Directors
at such times as the Board of Directors may from time to time
require. The Board shall have the power at any time to revoke or
override the authority given to or acts done by the Executive
Committee except as to acts done before such revocation or
overriding and to terminate the appointment or change the
membership of such committee and to fill vacancies in it. The
Executive Committee may make rules for the conduct of its business
and may appoint such assistants as it may deem necessary. A
majority of the members of the Executive Committee shall constitute
a quorum thereof.
(c) The directors may from time to time by resolution constitute, dissolve
or reconstitute standing committees and other committees consisting of
such persons as the Board may determine. Every committee constituted
by the Board shall have the powers, authorities and discretions
delegated to it by the Board (which shall not include the power to
fill vacancies in the Board and the power to change the membership of
or fill vacancies in any committee constituted by the Board or the
power to appoint or remove officers appointed by the Board) and shall
conform to the regulations which may from time to time be imposed upon
it by the Board.
(d) The Executive Committee and any other committee may meet and adjourn
as it thinks proper. Questions arising at any meeting shall be
determined by a majority of votes of the members of the committee
present, and in case of an equality of votes, the chairman shall not
have a second or casting vote. A resolution approved in writing by
all the members of the Executive Committee or any other committee
shall be as valid and effective as if it had been passed at a meeting
of such committee duly called and constituted. Such resolution may be
in two or more counterparts which together shall be deemed to
constitute one resolution in writing. Such resolution shall be filed
with the minutes of the proceedings of the committee and shall be
effective on the date stated thereon or on the latest date stated in
any counterpart.
5.2 AUDIT COMMITTEE - When required by the Act the Board shall, and at any
other time the Board may, elect annually from among its number an audit
committee to be composed of not fewer than three (3) directors of whom a
majority shall not be officers or employees of the Corporation or its
affiliates. The audit committee shall have the powers and duties provided in
the Act and otherwise as determined by the Board.
5.3 PROCEDURE - Unless otherwise determined by the Board or provided under
the Act, each committee of directors shall have the power to fix its quorum
at not less than a majority of its members, to elect its chairman and to
regulate its procedure. Failing such determination, a quorum shall be a
majority of the members of such committee.
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6. OFFICERS
6.1 APPOINTMENT - The Board may from time to time appoint a Chief Executive
Officer, a President, one or more Vice-Presidents (to which title may be
added words indicating seniority or function), a Secretary and such other
officers as the Board may determine, including one or more assistants to any
of the officers so appointed (herein referred to as "officers"). The Board
may specify the duties of and, in accordance with this By-Law and subject to
the provisions of the Act, delegate to such officers powers to manage the
business and affairs of the Corporation as it sees fit. An officer may, but
need not, be a director and one person may hold more than one office.
6.2 CHAIRMAN OF THE BOARD - The Board may from time to time appoint a
Chairman of the Board who shall be a director. The Chairman of the Board
shall, when present, preside at all meetings of the Board and shall have such
other powers and duties as the Board may specify.
6.3 SECRETARY - The Secretary shall attend and be the Secretary of all
meetings of the Board, shareholders and committees of directors and shall
enter or cause to be entered in records kept for that purpose minutes of all
proceedings thereat; he shall give or cause to be given, as and when
instructed, all notices to shareholders, directors, officers, the auditor and
members of the committees of directors; he shall be the custodian of the
stamp or mechanical device generally used for affixing the corporate seal of
the Corporation and of all books, papers, records, documents and instruments
belonging to the Corporation, except when some other officer or agent has
been appointed for that purpose; and he shall have such other powers and
duties as the Board may specify.
6.4 CONFLICT OF INTEREST - An officer shall disclose his interest in any
material contract or proposed material contract with the Corporation in
accordance with Section 4.17.
6.5 AGENTS AND ATTORNEYS - The Board shall have power from time to time to
appoint agents or attorneys for the Corporation in or outside of Canada with
such powers of management or otherwise (including the power to sub-delegate)
as may be thought fit.
7. PROTECTION OF DIRECTORS, OFFICERS AND OTHERS
7.1 LIMITATION OF LIABILITY - No director shall be liable for the acts,
receipts, neglects or defaults of any other director or any officer or
employee, or for any loss, damage or expense happening to the Corporation
through the insufficiency or deficiency of title to any property acquired for
or on behalf of the Corporation, or for the insufficiency or deficiency of
any security in or upon which any of the moneys of the Corporation shall be
invested, or for any loss or damage arising from the bankruptcy, insolvency
or tortious acts of any person with whom any of the moneys, securities or
effects of the Corporation shall be deposited, or for any loss occasioned by
any error of judgement or oversight on his part, or for any other loss,
damage or misfortune whatever which shall happen in the execution of the
duties of his office or in relation thereto, unless the same are occasioned
by his own wilful neglect or default; provided that nothing herein shall
relieve any director or officer from the duty to act in accordance with the
Act and the regulations thereunder or from liability for any breach thereof.
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7.2 INDEMNITY - Subject to the limitations contained in the Act, and to the
extent he is otherwise fairly and reasonably entitled thereto, the
Corporation shall indemnify a director or officer, a former director or
officer, or a person who acts or acted at the Corporation's request as a
director or officer of a body corporate of which the Corporation is or was a
shareholder or creditor (or a person who undertakes or has undertaken any
liability on behalf of the Corporation or any such body corporate) and his
heirs and legal representatives, against all costs, charges and expenses,
including an amount paid to settle an action or satisfy a judgment,
reasonably incurred by him in respect of any civil, criminal or
administrative action or proceeding to which he is made a party by reason of
being or having been a director or officer of the Corporation or such body
corporate, if:
(a) he acted honestly and in good faith with a view to the best interests
of the Corporation; and
(b) in the case of a criminal or administrative action or proceeding that
is enforced by a monetary penalty, he had reasonable grounds for
believing that his conduct was lawful.
7.3 INSURANCE - Subject to the limitations contained in the Act, the
Corporation may purchase and maintain such insurance for the benefit of its
directors and officers as the Board may from time to time determine.
8. SHARES
8.1 ALLOTMENT AND ISSUE - The Board may from time to time allot, or grant
options to purchase, the whole or any part of the unissued shares of the
Corporation as are authorized under the Articles at such times and to such
persons and for such consideration as the Board shall determine, provided
that no share shall be issued until it is fully paid as prescribed by the
Act. Subject to the Articles, no holder of any class of share of the capital
of the Corporation shall be entitled as of right to subscribe for, purchase
or receive any part of any new or additional issue of shares of any class,
whether now or hereafter authorized or any bonds, debentures or other
securities convertible into shares of any class.
8.2 COMMISSIONS - The Board may from time to time authorize the Corporation
to pay a reasonable commission to any person in consideration of his
purchasing or agreeing to purchase shares of the Corporation, whether from
the Corporation or from any other person, or procuring or agreeing to procure
purchasers for any such shares.
8.3 SECURITIES REGISTER - The Corporation shall issue shares in registered
form and shall record the names of holders of shares in a securities register
in accordance with the Act.
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8.4 REGISTRATION OF TRANSFER
(a) Subject to the provisions of the Act, no transfer of shares shall be
registered in the securities register except upon presentation of the
certificate representing such shares with a transfer endorsed thereon
or delivered therewith duly executed by the registered holder or by
his attorney or successor duly appointed, together with such
reasonable assurance or evidence of signature, identification and
authority to transfer as the Board may from time to time prescribe,
upon payment of all applicable taxes and any fees prescribed by the
Board, upon compliance with such restrictions on transfer, if any, as
are authorized by the Articles, and upon satisfaction of any lien
referred to in Section 8.6.
(b) The signature of the registered holder of any shares, or of his duly
authorized attorney, upon an authorized instrument of transfer shall
constitute a complete and sufficient authority to the Corporation, its
directors, officers and agents to register, in the name of the
transferee as named in the instrument of transfer, the number of
shares specified therein or, if no number is specified, all the shares
of the registered holder represented by share certificates deposited
with the instrument of transfer. If no transferee is named in the
instrument of transfer, the instrument of transfer shall constitute a
complete and sufficient authority to the corporation, its directors,
officers and agents to register, in the name of the person in whose
behalf any certificate for the shares to be transferred is deposited
with the Corporation for the purpose of having the transfer
registered, the number of shares specified in the instrument of
transfer or, if no number is specified, all the shares represented by
all share certificates deposited with the instrument of transfer.
(c) Neither the Corporation nor any director, officer or agent thereof
shall be bound to inquire into the title of the person named in the
form of transfer as transferee, or, if no person is named therein as
transferee, of the person on whose behalf the certificate is deposited
with the Corporation for the purpose of having the transfer registered
or be liable to any claim by any such person or by any intermediate
owner or holder of the certificate or of any of the shares represented
thereby or any interest therein for registering the transfer, and the
transfer, when registered, shall confer upon the person in whose name
the shares have been registered a valid title to such shares.
(d) Every instrument of transfer shall be executed by the transferor and
left at the registered office of the Corporation or at the office of
its transfer agent or branch transfer agent or registrar for
registration together with the share certificate for the shares to be
transferred and such other evidence if any, as the directors or the
transfer agent or branch transfer agent or registrar or branch
registrar may require to prove the title of the transferor or his
right to transfer the shares and the right of the transferee to have
the transfer registered. All instruments of transfer where the
transfer is registered shall be retained by the Corporation or its
transfer agent or branch transfer agent or registrar or
branch/registrar and any instrument of transfer, where the transfer is
not registered, shall be returned to the person
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depositing the same together with the share certificate which
accompanied the same when tendered for registration.
(e) There shall be paid to the Corporation in respect of the registration
of any transfer such sum, if any, as the directors may from time to
time determine.
8.5 TRANSFER AGENTS AND REGISTRARS - The Board may from time to time
appoint a registrar to maintain the securities register and a transfer agent
to maintain the register of transfers and may also appoint one or more branch
registrars to maintain branch securities registers and one or more branch
transfer agents to maintain branch registers of transfer, but one person may
be appointed both registrar and transfer agent. The Board may at any time
terminate any such appointment.
8.6 LIEN FOR INDEBTEDNESS - If the Articles provide that the Corporation
shall have a lien on shares registered in the name of a shareholder indebted
to the Corporation, such lien may be enforced, subject to any other provision
of the Articles, by the sale of the shares thereby affected or by any other
action, suit, remedy or proceeding authorized or permitted by law or by
equity and, pending such enforcement, may refuse to register a transfer of
the whole or any part of such shares.
8.7 NON-RECOGNITION OF TRUSTS - Subject to the provisions of the Act, the
Corporation shall treat as absolute owner of the share the person in whose
name the share is registered in the securities register as if that person had
full legal capacity and authority to exercise all rights of ownership,
irrespective of any indication to the contrary through knowledge or notice or
description in the Corporation's records or on the share certificate.
8.8 SHARE CERTIFICATES - Every person in whose name a share is registered
in the securities register shall be entitled, at his option, to a share
certificate, or to a non-transferable written acknowledgement of his right to
obtain a share certificate, stating the number and list or series of shares
held by him as shown on the securities register. Share certificates and
acknowledgements of a shareholder's right to a share certificate,
respectively, shall be in such form as the Board shall from time to time
approve. Any share certificate shall be signed in accordance with Section
2.4 and need not be under the corporate seal provided that, unless the Board
otherwise determines, certificates representing shares in respect of which a
transfer agent and/or registrar has been appointed shall not be valid unless
manually countersigned by or on behalf of such transfer agent and/or
registrar. The signature of one or more officers may be printed or
mechanically reproduced in facsimile upon share certificates and every such
facsimile signature shall for all purposes be deemed to be the signature of
the officer whose signature it reproduces and shall be binding upon the
Corporation. A share certificate executed as aforesaid shall be valid
notwithstanding that one or more of the officers whose facsimile signature
appears thereon no longer holds office at the date of issue of the
certificate.
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8.9 REPLACEMENT OF SHARE CERTIFICATES - The Board or any officer or agent
designated by the Board may in its or his discretion direct the issue of a
new share certificate in lieu of and upon cancellation of a share certificate
that has been mutilated or in substitution for a share certificate claimed to
have been lost, destroyed or wrongfully taken or which does not comply as to
form with the requirements from time to time of the Act in this regard, on
payment of such fee as the Board may direct and on such terms as to
indemnity, reimbursement of expenses and evidence of loss and of title as the
Board may from time to time prescribe, whether generally or in any particular
case.
8.10 JOINT SHAREHOLDERS - If two or more persons are registered in the
securities register as joint holders of any share, the Corporation shall not
be bound to issue more than one certificate in respect thereof, and delivery
of such certificate to one of such persons shall be sufficient delivery to
all of them. Any one of such persons may give effectual receipts for the
certificate issued in respect thereof or for any dividend, bonus, return of
capital or other money payable or warrant issuable in respect of such share.
Joint shareholders may collectively designate in writing an address as their
recorded address for service of notice and payment of dividends but in
default of such designation the address of the first named joint shareholder
shall be deemed to be the recorded address aforesaid.
8.11 DECEASED SHAREHOLDERS - In the event of the death of a registered
holder, or of one of the joint registered holders, of any share, the
Corporation shall not be required to make any entry in the securities
register in respect thereof or to make payment of any dividends thereon
except upon production of all such documents as may be required by law and
upon compliance with the reasonable requirements of the Corporation and its
transfer agents.
9. DIVIDENDS AND RIGHTS
9.1 DIVIDENDS - Subject to the provisions of the Act, the Board may from
time to time declare dividends payable to the shareholders according to their
respective rights and interest in the Corporation. Dividends may be paid in
money or property or by issuing fully paid shares of the Corporation.
9.2 DIVIDEND CHEQUES - A dividend payable in cash shall be paid by cheque
drawn on the Corporation's bankers or one of them to the order of each
registered holder of shares of the class or series in respect of which it has
been declared and mailed by prepaid ordinary mail to such registered holder
at his recorded address, unless such holder otherwise directs. In the case
of joint registered holders the cheque shall, unless such joint registered
holders otherwise direct, be made payable to the order of all of such joint
registered holders and mailed to them at their address in the securities
register. The mailing of such cheque as aforesaid, unless the same is not
paid on due presentation, shall satisfy and discharge the liability for the
dividend to the extent of the sum represented thereby plus the amount of any
tax which the Corporation is required to and does withhold.
9.3 NON-RECEIPT OF CHEQUES - In the event of non-receipt of any dividend
cheque by the person to whom it is sent as aforesaid, the Corporation shall
issue to such person a replacement cheque for a like amount on such terms as
to indemnity, reimbursement of expenses and
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evidence of non-receipt and of title as the Board may from time to time
prescribe, whether generally or in any particular case.
9.4 RECORD DATE FOR DIVIDENDS AND RIGHTS - The Board may fix in advance a
date, preceding by not more than fifty (50) days the date for the payment of
any dividend or the date for the issue of any warrant or other evidence of
right to subscribe for securities of the Corporation, as a record date for
the determination of the persons entitled to receive payment of such dividend
or to exercise the right to subscribe for such securities provided that,
where the Corporation is a distributing Corporation for purposes of the Act,
notice of any such record date is given not less than seven (7) days before
such record date by newspaper advertisement and otherwise in the manner
provided in the Act. Where no record date is fixed in advance as aforesaid,
the record date for the determination of the persons entitled to receive
payment of any dividend or to exercise the right to subscribe for securities
of the Corporation shall be at the close of business on the day on which the
resolution relating to such dividend or right to subscribe is passed by the
Board.
9.5 UNCLAIMED DIVIDENDS - Any dividend unclaimed after a period of six (6)
years from the date on which the same has been declared to be payable shall
be forfeited and shall revert to the Corporation.
10. MEETINGS OF SHAREHOLDERS
10.1 ANNUAL MEETINGS - The annual meeting of shareholders shall be held at
such time in each year and, subject to the Act and Section 10.4, at such
place as the Board may from time to time determine for the purpose of
considering the financial statements and reports required by the Act to be
placed before the annual meeting, electing directors, appointing auditors and
for the transaction of such other business as may properly be brought before
the meeting.
10.2 SPECIAL MEETINGS - The Board, the Chairman of the Board, the
Vice-Chairman of the Board, the President or the Chief Executive Officer
shall have power to call a special meeting of shareholders at any time.
10.3 SPECIAL BUSINESS - All business transacted at a special meeting of
shareholders and all business transacted at an annual meeting of
shareholders, except consideration of the financial statements, auditors
reports, election of directors and reappointment of the incumbent auditors,
is deemed to be special business.
10.4 PLACE OF MEETING - Subject to the Articles and the Act, meetings of
shareholders may be held at Vancouver, British Columbia or such other place
or places as the directors in their absolute discretion may determine from
time to time.
10.5 NOTICE OF MEETING - Notice of the time and place of each meeting of
shareholders shall be given in the manner provided in Section 11.1 not less
than twenty-one (21) days nor more than fifty (50) days before the date of
the meeting to each director, to the auditor and to each shareholder who at
the close of business on the record date, if any, for notice is entered in
the securities register as the holder of one or more shares carrying the
right to vote at the meeting. Notice of a meeting of shareholders called for
any purpose other than consideration of the
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financial statements and auditor's report, election of directors and
reappointment of the incumbent auditor shall state the nature of such
business in sufficient detail to permit the shareholder to form a reasoned
judgment thereon and shall state the text of any special resolution to be
submitted to the meeting. A shareholder and any other person entitled to
attend a meeting of shareholders may in any manner waive notice of or
otherwise consent to a meeting of shareholders.
10.6 LIST OF SHAREHOLDERS ENTITLED TO NOTICE - For every meeting of
shareholders, at any time that the Corporation has more than fifteen (15)
shareholders entitled to vote at the meeting, the Corporation shall prepare a
list of shareholders entitled to receive notice of the meeting, arranged in
alphabetical order and showing the number of shares entitled to vote at the
meeting held by each shareholder. If a record date for the meeting is fixed
pursuant to Section 10.7, the shareholders listed shall be those registered
or constructively registered pursuant to the Act at the close of business on
the record date, such list to be prepared on a day not later than ten (10)
days after such record date. If no record date is fixed, the list of
shareholders shall be prepared no later than the close of business on the day
immediately preceding the day on which notice of the meeting is given or,
where no such notice is given, the day on which the meeting is held. The
list shall be available for examination by any shareholder during usual
business hours at the records office of the Corporation or at the place where
the central securities register is kept and at the place where the meeting is
held.
10.7 RECORD DATE FOR NOTICE - The Board may fix in advance a record date
preceding the date of any meeting of shareholders by not more than fifty (50)
days and not less than twenty-one (21) days for the determination of the
shareholders entitled to notice of the meeting, provided that notice of any
such record date is given, not less than seven (7) days before such record
date, in the manner provided in the Act. If no record date is so fixed, the
record date for the determination of the shareholders entitled to notice of
the meeting shall be the close of business on the day immediately preceding
the day on which the notice is given or, if no notice is given, the day on
which the meeting is held.
10.8 MEETINGS WITHOUT NOTICE - A meeting of shareholders may be held without
notice at any time and place permitted by the Act:
(a) if all the shareholders entitled to vote thereat are present in person
or represented by proxy or if those not present or represented by
proxy waive notice of or otherwise consented to such meeting being
held; and
(b) if the auditor and the directors are present or waived notice of or
otherwise consented to such meeting being held.
At such meeting any business may be transacted which the Corporation at a
meeting of shareholders may transact. If the meeting is held at a place outside
the Yukon Territory, shareholders not present or represented by proxy, but who
have waived notice of or otherwise consented to such meeting, shall also be
deemed to have consented to the meeting being held at such place.
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10.9 MEETINGS BY TELEPHONE - If the shareholders present at a meeting of
shareholders consent, one or more shareholders may participate in the meeting
by means of such telephone or other communications facilities as permit all
persons participating in the meeting to hear each other.
10.10 CHAIRMAN, SECRETARY AND SCRUTINEERS - The chairman of any meeting of
shareholders shall be the first mentioned of such of the following directors
or officers as have been appointed and who is present at the meeting:
Chairman of the Board, Vice-Chairman of the Board, President or a
Vice-President. If no such director or officer is present within fifteen
(15) minutes from the time fixed for holding the meeting, the persons present
and entitled to vote shall choose one of their number to be chairman. If the
Secretary of the Corporation is absent, the chairman of the meeting shall
appoint some other person, who need not be a shareholder, to act as secretary
of the meeting. If desired, one or more scrutineers, who need not be
shareholders, may be appointed by resolution of the meeting or by the
chairman with the consent of the meeting.
10.11 PERSONS ENTITLED TO BE PRESENT - The only persons entitled to be
present at a meeting of shareholders shall be those entitled to vote thereat,
the directors and auditor of the Corporation and others who, although not
entitled to vote, are entitled or required under any provision of the Act or
the Articles or By-Laws to be present at the meeting. Any other person may
be admitted only on the invitation of the Chairman of the meeting or with the
consent of the meeting.
10.12 QUORUM - Save as herein otherwise provided, a quorum at a meeting of
shareholders shall be two shareholders represented in person or by proxy.
The directors, the Secretary or, in his absence, an assistant Secretary, and
the solicitor of the Corporation shall be entitled to attend at any general
meeting but no such person shall be counted in the quorum or be entitled to
vote at any general meeting unless he is a shareholder or proxyholder
entitled to vote thereat. If a quorum is present at the opening of any
meeting of shareholders, the shareholders present or represented by proxy may
proceed with the business of the meeting notwithstanding that a quorum is not
present throughout the meeting.
10.13 RIGHT TO VOTE - RECORD DATE FOR VOTING - Subject to the provisions of
the Act as to authorized representatives of any body corporate holding
shares, at any meeting of shareholders in respect of which the Corporation
has prepared the list referred to in Section 10.6, every person who is named
in such list shall be entitled to vote the shares shown thereon opposite his
name except, where the Corporation has fixed a record date in respect of such
meeting pursuant to Section 10.7, to the extent that such person has
transferred any of his shares after such record date and the transferee, upon
producing properly endorsed certificates evidencing such shares or otherwise
establishing that he owns such shares, demands not later than ten (10) days
before the meeting that his name be included in such list, in which event the
transferee alone shall be entitled to vote the transferred shares at the
meeting. Where no record date for notice has been fixed and no notice of
meeting given, or in the absence of a list prepared as aforesaid in respect
of a meeting of shareholders, every person shall be entitled to vote at the
meeting who at the time is entered in the securities register as the holder
of one or more shares carrying the right to vote at such meeting.
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10.14 PROXIES
(a) Every person entitled to vote at a meeting of shareholders in
accordance with Section 10.13 or the Act, may appoint a proxyholder,
or one or more alternate proxyholders, who need not be shareholders,
to attend and act at the meeting in the manner and to the extent
authorized and with the authority conferred by the proxy. A proxy
shall be in writing executed by the shareholder or his attorney and
shall conform with the requirements of the Act. An instrument of
proxy shall be valid only at the meeting in respect of which it is
given or any adjournment thereof.
(b) Any corporation, other than a Prohibited Corporate Shareholder, which
is a registered holder of shares of the Corporation entitled to vote
at a meeting of shareholders may by resolution of its directors or
other governing body authorize such person as it thinks fit to act as
its representative at such meeting. The person so authorized shall be
entitled to exercise in respect of and at such meeting the same powers
on behalf of the corporation which he represents as that corporation
could exercise if it were an individual shareholder of the Corporation
personally present including, without limitation, the right, unless
restricted by such resolution, to appoint a proxyholder to represent
such corporation, and shall, if present at the meeting, be counted for
the purpose of forming a quorum and be deemed to be a shareholder
present at the meeting. The instrument appointing any such
representative shall be in writing and may be sent to the Corporation
by any method of transmitting legibly recorded messages including by
facsimile.
10.15 TIME FOR DEPOSIT OF PROXIES - The Board may specify in a notice calling
a meeting of shareholders a time, preceding the time of such meeting by not
more than forty-eight (48) hours exclusive of non-business days, before which
proxies to be used at such meeting must be deposited. A proxy shall be acted
upon only if, prior to the time so specified, it shall have been deposited
with the Corporation or an agent thereof specified in such notice or, if no
such time is specified in such notice, unless it has been received by the
Secretary of the Corporation or by the chairman of the meeting or any
adjournment thereof prior to the commencement of the meeting or any
adjournment thereof.
10.16 JOINT SHAREHOLDERS - If two or more persons are registered as the
holders of shares, any one of them present in person or represented by proxy
at a meeting of shareholders may, in the absence of the other or others, vote
the shares but if two or more of those persons are present in person or
represented by proxy and vote, they shall vote as one on the shares jointly
held by them and in the absence of agreement between those so voting the
person named first in the securities register shall vote the shares.
10.17 VOTES TO GOVERN - At any meeting of shareholders every question shall,
unless otherwise required by the Articles or By-Laws or by law, be determined
by the majority of the votes cast on the question. In case of an equality of
votes either upon a show of hands or upon a poll, the chairman of the meeting
shall be entitled to a second or casting vote.
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10.18 MOTION - The chairman may propose any motion and no motion or
nomination need be seconded.
10.19 SHOW OF HANDS - Subject to the provisions of the Act, any question at a
meeting of shareholders shall be decided by a show of hands unless a ballot
thereon is required or demanded as hereinafter provided. Upon a show of
hands, every person who is present and entitled to vote shall have one vote.
Whenever a vote by show of hands shall have been taken upon a question,
unless a ballot thereon is so required or demanded, a declaration by the
chairman of the meeting that the vote upon the question has been carried or
carried by a particular majority or not carried shall be conclusive evidence
of the fact without proof of the number or proportion of the votes recorded
in favour of or against any resolution or other proceeding in respect of the
said question, and the result of the vote so taken shall be the decision of
the shareholders upon the said question.
10.20 BALLOTS
(a) On any question proposed for consideration at a meeting of
shareholders, and whether or not a show of hands has been taken
thereon, the chairman of the meeting or any person or proxyholder
entitled to vote at the meeting may require or demand a ballot. A
ballot so required or demanded shall be taken in such manner as the
chairman shall direct. A requirement or demand for a ballot may be
withdrawn at any time prior to the taking of the ballot. If a ballot
is taken each person present shall be entitled in respect of the
shares which he is entitled to vote at the meeting upon the question
to that number of votes provided by the Act or the Articles, and the
result of the ballot so taken shall be the decision of the
shareholders upon the said question.
(b) No ballot may be demanded on the election of a chairman of the
meeting. A ballot demanded on a question of adjournment shall be
taken forthwith. A ballot demanded on any other question shall be
taken as soon as, in the opinion of the chairman, is reasonably
convenient, but in no event later than seven (7) days after the
meeting and at such time and place and in such manner as the chairman
of the meeting directs. The result of the ballot shall be deemed to
be the resolution of and passed at the meeting at which the ballot was
demanded. Any business other than that upon which the ballot has been
demanded may be proceeded with pending the taking of the ballot. In
any dispute as to the admission or rejection of a vote the decision of
the chairman made in good faith shall be final and conclusive.
10.21 ADJOURNMENT - If a meeting of shareholders is adjourned for less than
thirty (30) days, it shall not be necessary to give notice of the adjourned
meeting, other than by announcement at the earliest meeting that it is
adjourned. If a meeting of shareholders is adjourned by one or more
adjournments for an aggregate of thirty (30) days or more, notice of the
adjourned meeting shall be given as for an original meeting. At any such
adjourned meeting no business shall be transacted other than business left
unfinished at the meeting from which the adjournment took place.
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10.22 RESOLUTION IN WRITING - A resolution in writing signed by all the
shareholders entitled to vote on that resolution at a meeting of shareholders
is as valid as if it had been passed at a meeting of the shareholders and
shall be held to relate to any date therein stated to be the effective date
thereof.
10.23 ONLY ONE SHAREHOLDER - Where the Corporation has only one shareholder
or only one holder of any class or series of shares, the shareholder present
in person or by proxy constitutes a meeting.
10.24 ONLY TWO SHAREHOLDERS - Where the Corporation has only two shareholders
a quorum for the transaction of business at any meeting of shareholders shall
be one (1) shareholder, present in person or represented by an authorized
representative or by a duly appointed proxyholder, holding not less than ten
percent (10%) of the outstanding shares of the Corporation entitled to vote
at the meeting.
11. NOTICES
11.1 METHOD OF GIVING NOTICES - Any notice (which term includes any
communication or document) to be given (which term includes sent, delivered
or served) pursuant to the Act, the regulations thereunder, the Articles, the
By-Laws or otherwise to a shareholder, director, officer, auditor or member
of a committee of directors shall be sufficiently given if delivered
personally to or to the recorded address of the person to whom it is to be
given or mailed or otherwise sent to his recorded address by any means of
prepaid transmitted or recorded communication. A notice so delivered shall
be deemed to have been given when it is actually delivered; a notice so
mailed shall be deemed to have been given at the time it would be delivered
in the ordinary course of the mail; and a notice so sent by any means of
transmitted or recorded communication shall be deemed to have been given when
dispatched except where there is evidence of an unsuccessful communication.
Subject to the Act, a notice of any meeting of shareholders shall be deemed
to have been sent to the shareholders on the day on which it is deposited in
the mail. The Secretary may change or cause to be changed the recorded
address of any shareholder, director, officer, auditor or member of a
committee of directors in accordance with any information believed by him to
be reliable.
11.2 NOTICE TO JOINT SHAREHOLDERS - If two or more persons are registered as
joint holders of any share, any notice shall be addressed to all of such
joint holders but notice given to any one or more of such persons at the
recorded address for such joint shareholders shall be sufficient notice to
all of them.
11.3 COMPUTATION OF TIME - In computing the date when notice must be given
under any provision requiring a specified number of days notice of any
meeting or other event, the date of giving the notice shall be excluded and
the date of the meeting or other event in respect of which the notice is
being given shall be included.
11.4 UNDELIVERED NOTICES - If any notice given to a shareholder pursuant to
Section 11.1 is returned on three (3) consecutive occasions because he cannot
be found or served or is unknown at his recorded address, the Corporation
shall not be required to give any further notices to such shareholder until
he informs the Corporation in writing of his new recorded address.
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11.5 PROOF OF SERVICE - A certificate of the Secretary or other duly
authorized officer of the Corporation in office at the time of the making of
the certificate, or of any agent of the Corporation as to the facts in
relation to the mailing or delivery or sending of any notice to any
shareholder, director, the auditors, is conclusive evidence thereof and shall
be binding on every shareholder, director, the auditors or any officer of the
Corporation as the case may be.
11.6 OMISSIONS AND ERRORS - The accidental omission to give any notice to
any shareholder, director, officer, auditor or member of a committee of
directors or the non-receipt of any notice by any such person or any error in
any notice not affecting the substance thereof shall not invalidate any
action taken at any meeting held pursuant to such notice or otherwise founded
thereon.
11.7 PERSONS ENTITLED BY DEATH OR OPERATION OF LAW - Every person who by
operation of law, transfer, death of a shareholder or any other means
whatsoever, shall become entitled to any share, shall be bound by every
notice in respect of such share which shall have been duly given to the
shareholder from whom he derives his title prior to such person's name and
address being entered on the securities register (whether such notice was
given before or after the happening of the event upon which he became so
entitled) and prior to his furnishing to the Corporation the proof of
authority or evidence of his entitlement prescribed by the Act.
11.8 WAIVER OF NOTICE - Any shareholder (or his duly appointed proxyholder),
director, officer, auditor or member of a committee of directors may at any
time waive the sending of any notice, or waive or abridge the time for any
notice, required to be given to him under any provision of the Act, the
regulations thereunder, the Articles, the By-Laws or otherwise and such
waiver or abridgement shall cure any default in the giving or the time of
such notice, as the case may be. Any such waiver or abridgement shall be in
writing except a waiver of notice of a meeting of shareholders or of the
Board which may be given in any manner.
ENACTED by the Board the 24th day of March, 1999.
/S/ DAVID R. SINCLAIR
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Chairman of the Board
CONFIRMED by the shareholders in accordance with the Act the 10th day of
May, 1999.
_______________________________________
Chairman of the Board
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