PHOENIX INTENTIONAL LIFE SCIENCES INC.
BY-LAW NUMBER 94-1
1. CANADA BUSINESS CORPORATIONS ACT
Unless otherwise provided in these by-laws, the provisions of the Canada
Business Corporation Act ("Act") shall apply to the Corporation. Terms not
defined in these by-laws shall have the same meanings as set forth in the
Act.
2. SPECIAL MEETINGS OF SHAREHOLDERS
Special meetings of shareholders may be called at any time by order of the
Chairman of the Board or the President or any Vice-President of the
Corporation in addition to the provisions for the calling thereof set forth
in the Act.
3. PLACE OF MEETINGS OF SHAREHOLDERS
Meetings of shareholders shall be held at the registered office of the
Corporation or at any other place within Canada determined by the directors
or, subject to the Act, at any place outside Canada.
4. PROCEDURE AT MEETINGS OF SHAREHOLDERS
The Chairman of any meeting of shareholders shall conduct the procedure
thereat in all respects and his decision on all matters or things,
including, but without in any way limiting the generality of the foregoing,
any question regarding the validity or invalidity of any instruments of
proxy, shall be conclusive and binding upon the shareholders.
A declaration by the Chairman at any meeting that a resolution has been
carried or carried unanimously or carried by any particular majority or
lost or not carried by a particular majority shall be conclusive evidence
of the fact.
The Chairman at any meeting of shareholders may vote as a shareholder but
shall not have a second or casting vote in case of an equality of votes.
A quorum of shareholders is present at a meeting of shareholders,
irrespective of the number of persons actually present at the meeting, if
holders of twenty-five percent (25%) of the shares entitled to vote at the
meeting are present in person or represented by proxy.
5. SCRUTINEERS
The Chairman at any meeting of shareholders may appoint one or more persons
(who may but need not be shareholders, directors, officers or employees of
the Corporation) to act as scrutineers at such meeting.
6. MEETINGS OF DIRECTORS AND NOTICES
As soon as may be practicable after the annual meeting of shareholders in
each year there shall be held, without notice, a meeting of such of the
newly elected directors as are then present, provided they shall constitute
a quorum, for the election or appointment of officers of the Corporation.
Meetings of the directors may be called at any time by or by order of the
Chairman of the Board, the President or any two directors, and may be held
at the registered office of the Corporation, or at any other place
determined by the directors. Notice specifying the place, day and time of
each such meeting shall be served upon each director or left at his usual
residence or usual place of business, or shall be mailed, telegraphed or
cabled prepaid, addressed to each director at his address as it appears on
the books of the Corporation at least 48 hours prior to the time fixed for
such meeting in the case of notice served personally or telegraphed or
cabled, and at least 72 hours prior to the time fixed for such meeting in
other cases.
7. QUORUM AND VOTING AT MEETINGS OF DIRECTORS
The directors may from time to time fix the quorum for meetings of
directors, but unless so fixed a majority of the directors in office shall
constitute a quorum.
The Chairman at any meeting of directors may vote as a director but shall
not have a second or casting vote in case of an equality of votes.
8. INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS
8.1 LIMITATION OF LIABILITY
No director or officer shall be liable for the acts, receipts,
neglects or default of any other director or officer or employee, or
for joining in any receipt or other act for conformity, 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 judgment 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.
8.2 INDEMNITY
Subject to the limitations contained in the Act, 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
8.2.1 he acted honestly and in good faith with a view to the best
interests of the Corporation; and
8.2.2 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.
8.3 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 such, as the Board may from time to time determine.
9. FINANCIAL YEAR
The directors may fix and from time to time change the financial year end
of the Corporation.
10. DECLARATIONS
Any officer, or any other person authorized by the directors, by any two
officers or by the Chairman of the Board or the President, is authorized
and empowered to appear and make answer for the Corporation to all writs,
orders and interrogatories upon articulated facts issued out of any court,
and to declare for and on behalf of the Corporation any answer to writs of
attachment by way of garnishment in which the Corporation is garnishee, and
to make affidavits and solemn declarations in connection therewith or in
connection with any and all judicial proceedings to which the Corporation
is a party, and to make petitions for winding-up or bankruptcy orders upon
any debtor of the Corporation, and to attend and vote at all meetings of
creditors of the Corporation's debtors and grant proxies in connection
therewith.
11. REPRESENTATION AT MEETINGS
Any officer, or any other person authorized by the directors, may:
11.1 represent the Corporation and attend and vote at any and all meetings
of shareholders or members of any firm, syndicate, company or
corporation in which the Corporation has shares or is
otherwise interested, and any action taken and vote cast by him at any
such meeting shall be deemed to be the act and/or vote of the
Corporation;
11.2 authorize any person (whether an officer of the Corporation or not) to
attend, vote and otherwise act, for and on behalf and in the name of
the Corporation, at any and all meetings of shareholders or members of
any firm, syndicate, company or corporation in which the Corporation
has shares or is otherwise interested, and for such purpose may
execute and deliver instruments of proxy in such form and terms as the
person so executing and delivering the same may see fit, including
therein, but without in any way limiting or restricting the generality
of the foregoing, provision for the appointment of substitute proxies
and the revocation of all instruments of proxy given by the
Corporation prior thereto with respect to any such meeting.
Enacted by the Board the 27th day of June, 1994.
/S/ DR. JOHN W. HOOPER
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Dr. John W. Hooper
President
/S/ JEAN-YVES CALOZ
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Jean-Yves Caloz
Secretary
Confirmed by the Shareholders in accordance with the Act the 27th day of
June, 1994.
/S/ JEAN-YVES CALOZ
------------------------
Jean-Yves Caloz
Secretary
ADDENDUM
The attached by-laws are intended to supplement the provisions of the
Canada Business Corporations Act and of applicable securities laws; provisions
which heretofore have normally been included in by-laws but which are set forth
in the Act and applicable securities laws are not repeated in the attached
by-laws; accordingly it is necessary to refer to the Act and to applicable
securities laws when considering the provisions applicable to the Corporation;
the following is a summary of items heretofore normally included in by-laws -
the references to sections and parts are to the sections and parts of the Act
and the references to by-laws are to the attached by-laws.
SHAREHOLDERS
Annual meetings - Subsections 133(a) and 155(1)
Special meetings - Subsection 133(b) and Section 143; By-law 2
Place of meetings - Section 132; By-law 3
Notice of meetings - Sections 135 and 136; National Policy No. C-41
and adjournments and applicable securities laws
Quorum - Section 139
Right to vote, proxies - Sections 140, 141 and Part XII; By-law 4;
and proxy material National Policy No. C-41 and applicable
securities laws
Joint shareholders - Subsection 140(4)
Procedure at meetings - By-law 4
Scrutineers - By-law 5
Proposals - Section 137
DIRECTORS
Number - Paragraph 6(1)(e), Subsections 102(2) and
Election, term of and 107(a)
office and
qualification - Sections 105, 106 and 116
General powers of
directors - Subsection 102(1) and Section 122
Meetings and notices - Section 114; By-law 6
Quorum and voting - Section 114; By-law 7
Removal of directors - Section 109
Ceasing to hold office - Subsection 108(1)
Filling vacancy - Subsection 111(1)
Remuneration of
directors - Section 125
Resolution in lieu
of meeting - Section 117
Indemnities of directors
and others - Section 124; By-law 8
Disclosure of interest - Section 120
COMMITTEES
Appointment and powers - Sections 115 and 171
OFFICERS
Appointment - Section 121
CAPITAL STOCK
Issue of shares - Subsection 25(1)
FINANCIAL YEAR AND AUDIT
Financial year - By-law 9
Audit - Sections 162 and 163
FINANCIAL DISCLOSURE - Section 160; applicable securities laws
CORPORATION REPRESENTATION FOR CERTAIN PURPOSES
Declarations - By-law 10
Representation at
meetings - By-law 11
ENACTMENT, REPEAL AND AMENDMENT OF BY-LAWS - Section 103
BY-LAW, 94-2
A BY-LAW RESPECTING THE BORROWING OF MONEY,
THE ISSUING OF SECURITIES AND THE SECURING OF
LIABILITIES BY
PHOENIX INTERNATIONAL LIFE SCIENCES INC./
PHOENIX INTERANTIONALE SCIENCES DE LA VIE INC.
BE IT ENACTED as a by-law of the Corporation as follows:
1. Without limiting the borrowing powers of the Corporation as set forth in
the Act, the board may from time to time:
(a) borrow money upon the credit of the Corporation;
(b) issue, reissue, sell or pledge bonds, debentures, notes or other
evidence of indebtedness or guarantee of the Corporation, whether
secured or unsecured; and
(c) mortgage, hypothecate, pledge or otherwise create an interest in or
charge upon all or any property (including the undertaking and rights)
of the Corporation, owned or subsequently acquired, by way of
mortgage, hypothec, pledge or otherwise, to secure payment of any such
evidence of indebtedness or guarantee 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.
2. 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 1 or by the Act to such
extent and in such manner as the board shall determine at the time of each such
delagation.
ENACTED by the board the 27th day of June, 1994
President /S/ DR. JOHN W. HOOPER Secretary /S/ JEAN-YVES CALOZ
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DR. JOHN W. HOOPER JEAN-YVES CALOZ
CONFIRMED by the shareholders in accordance with the Act the 27th day of
June, 1994.
Secretary /S/ JEAN-YVES CALOZ
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JEAN-YVES CALOZ