EXHIBIT 3.14
BYLAWS #1
BY-LAW NO. 1
A by-law relating generally to the conduct of the business and affairs
DURGA RESOURCES LTD. ( hereinafter called the "Corporation").
IT IS HEREBY ENACTED as a by-law of the Corporation as follows;
DEFINITIONS
1. In this by-law and all other by-laws of the Corporation, unless the context
otherwise specifies or requires:
(a) "Act" means the Business Corporations Act (Alberta) and the
regulations made thereunder, as from time to time amended, and in the case of
such amendment any reference in the bylaws shall be read as referring to the
amended provisions thereof;
(b) Articles means the Articles of Incorporation of the Corporation
filed with the Registrar as from time to time amended, supplemented or restated;
(c) "board" means the board of directors of the Corporation;
(d) "by-laws" means the by-laws of the Corporation from time to time in
force and effect;
(e) all terms contained in the by-laws which are defined in the Act
shall have the meanings given to such terms in the Act;
(f) words imparting the singular number only shall where the context
requires include the plural and vice versa; words importing the masculine gender
shall where the context requires include the feminine and neuter genders; and
(g) the headings used in the by-laws are inserted for reference
purposes only and are not to be considered or taken into account in construing
the terms or provisions thereof or to be deemed in any way to clarify, modify or
explain the effect of any such terms or provisions;
REGISTERED OFFICE
2. The Corporation shall at all times have a registered office within
Alberta. Subject to subsection (4) of section 19 of the Act, the directors of
the Corporation may at any time:
(a) change the address of the registered office within Alberta;
(b) designate, or revoke or change a designation of, a records office
within Alberta; or
(c) designate, or revoke or change a designation of, a post office box
within Alberta as the address for service by mail of the Corporation.
SEAL
3. The corporate seal of the Corporation shall be such as the directors
may by resolution from time to time adopt.
DIRECTORS
4. Number. The number of directors shall be the number fixed by the
articles or where the articles specify a variable number, the number shall not
be less than the minimum and not more than the maximum number so specified and
shall be determined from time to time within such limits by resolution of the
board of directors. Subject to subsection (4) of section 100 of the Act, at
least half of the directors shall be resident Albertans.
5. Vacancies. Subject to section 106 of the Act, a quorum of directors
may fill a vacancy among the directors, except a vacancy resulting from an
increase in the number or minimum number of directors or from a failure to elect
the number or minimum number of directors required by the articles. If there is
not a quorum of directors, or if there has been a failure to elect the number or
minimum number of directors required by the articles, the directors then in
office shall forthwith call a special meeting of shareholders to fill the
vacancy and, if they fail to call a meeting or If there are no directors then in
office, the meeting may be called by any shareholder. Subject to subsection (4)
of section 101 of the Act, if the shareholders have adopted an amendment to the
articles to increase the number or minimum number of directors, and have not, at
the meeting at which they adopted the amendment elected an additional number of
directors authorized by the amendment, the directors then in office shall
forthwith call a special meeting of shareholders to fill the vacancy.
A director appointed or elected to fill a vacancy holds office for the
unexpired term of his predecessor.
6. Powers. The directors shall manage the business and affairs of
the Corporation and may exercise all such powers and do all such acts and things
as may be exercised or done by the Corporation and are not by the Act, the
articles, the by-laws, any special resolution of the shareholders of the
Corporation, or by statute expressly directed or required to be done in some
other manner.
7. Duties. Every director and officer of the Corporation in
exercising his powers and discharging his duties shall:
(a) act honestly and in good faith with a view to the best interests of
the Corporation; and
(b) exercise the care, diligence and skill that a reasonably prudent
person would exercise in comparable circumstances.
8. Qualification. The following persons are disqualified from
being a director of the Corporation:
(a) anyone who is less than 18 years of age;
(b) anyone who
(i) is a dependent adult as defined in the Dependent Adults
Act or is the subject of a certificate of incapacity under
that Act,
(ii) is a formal patient as defined in the Mental Health Act,
(iii) is the subject of an order under the Mentally
Incapacitated Persons Act appointing a committee of his person
or estate or both, or
(iv) has been found to be a person of unsound mind by a court
elsewhere than in Alberta;
(c) a person who is not an individual; and
(d) a person who has the status of bankrupt.
Unless the articles otherwise provide, a director of the Corporation is
not required to hold shares issued by the Corporation.
9. Term of office. A director's term of office (subject to the
provisions, if any, of the Corporation's articles and subject to his election
for an expressly stated term) shall be from the date of the meeting at which he
is elected or appointed until the close of the first annual meeting of
shareholders following his election or appointment or until his successor is
elected or appointed.
10. Election. Subject to section 102 of the Act, shareholders of the
Corporation shall, by ordinary resolution at the first meeting of shareholders
and at each succeeding annual meeting at which an election of directors is
required, elect directors to hold office for a term expiring not later than the
close of the third annual meeting of shareholders following the election. A
director not elected for an expressly stated term ceases to hold office at the
close of the first annual meeting of shareholders following his election but, if
qualified, is eligible for re-election. If directors are not elected at a
meeting of shareholders, the incumbent directors continue in office until their
successors are elected.
If a meeting of shareholders fails to elect the number or the minimum
number of directors required by the articles by reason of the disqualification
or death of any candidate, the directors elected at that meeting may exercise
all the powers of the directors if the number of directors so elected
constitutes a quorum.
11. Consent to Election. A person who is elected or appointed a
director is not a director unless he was present at the meeting when he was
elected or appointed and did not refuse to act as a director or, if he was not
present at the meeting when he was elected or appointed, he consented to act as
a director in writing before his election or appointment or within 10 days after
it or he has acted as a director pursuant to the election or appointment.
12. Removal. Subject to sections 102 and 104 of the Act, the
shareholders of the Corporation may by ordinary resolution at a special meeting
remove any director from office before the expiration of his term of office and
may, by a majority of votes cast at the meeting, elect any person in his stead
for the remainder of his term.
13. Vacation of office. A director of the Corporation ceases to
hold office when:
(a) he dies or resigns;
(b) he is removed from office; or
(c) he becomes disqualified.
A resignation of a director becomes effective at the time a written
resignation is delivered to the Corporation, or at the time specified in the
resignation, whichever is later.
14. Validity of Acts. An act of a director or officer is valid
notwithstanding an irregularity in his election or appointment or a defect in
his qualification.
MEETINGS OF DIRECTORS
15. Place of Meeting. Unless the articles otherwise provide, meetings of
directors and of any committee of directors may be held at any place. A meeting
of directors may be convened by the Chairman of the Board (if any), the
President or any director at any time and the Secretary shall upon direction of
any of the foregoing convene a meeting of directors.
16. Notice. Notice of the time and place for the holding of any meeting of
directors or any committee of directors shall be sent to each director not less
than two (2) days (exclusive of the day on which the notice is sent but
inclusive of the day for which notice is given) before the date of the meeting;
provided that the meetings of directors or of any committee of directors may be
held at any time without notice if all the directors are present (except where a
director attends a meeting for the express purpose of objecting to the
transaction of any business on the grounds that the meeting is not lawfully
called) or if all the absent directors have waived notice. The notice of a
meeting of directors shall specify any matter referred to in subsection (3) of
section 110 of the Act that is to be dealt with at the meeting, but need not
specify the purpose or the business to be transacted at the meeting.
For the first meeting of directors to be held following the election of
directors at an annual or special meeting of the shareholders or for a meeting
of directors at which a director is appointed to fill a vacancy in the board, no
notice of such meeting need by given to the newly elected or appointed director
or directors in order for the meeting to be duly constituted, provided a quorum
of the directors is present.
17. Waiver of Notice. Notice of any meeting of directors or of any
committee of directors or the time for the giving of any such notice or any
irregularity in any meeting or in the notice thereof may be waived by any
director in writing or by telegram, cable or telex addressed to the Corporation
or in any other manner, and any such waiver may be validly given either before
or after the meeting to which such waiver relates. Attendance of a director at
any meeting of directors or of any committee of directors is a waiver of notice
of the meeting, except when a director attends a meeting for the express purpose
of objecting to the transaction of any business on the ground that the meeting
is not lawfully called.
18. Omission of Notice. The accidental omission to give notice of any
meeting of directors or of any committee of directors to or the non-receipt of
any notice by any person shall not invalidate any resolution passed or any
proceeding taken at such meeting.
19. Telephone Participation. A director may participate in a meeting of
directors or of any committee of directors by means of telephone or other
communication facilities that permit all persons participating in the meeting to
hear each other, and a director participating in a meeting by those means is
deemed for the purposes of the Act to be present at that meeting.
20. Adjournment. Any meeting of directors or of any committee of
directors may be adjourned from time to time by the chairman of the meeting,
with the consent of the meeting, to a fixed time and place. Notice of an
adjourned meeting of directors or committee of directors is not required to be
given if the time and place of the adjourned meeting is announced at the
original meeting. Any adjourned meeting shall be duly constituted if held in
accordance with the terms of the adjournment and a quorum is present thereat.
The directors who formed a quorum at the original meeting are not required to
form the quorum at the adjourned meeting. if there is no quorum present at the
adjourned meeting, the original meeting shall be deemed to have terminated
forthwith after its adjournment. Any business may be brought before or dealt
with at the original meeting in accordance with the notice calling the same.
21. Quorum and Voting. Subject to the articles, a majority of the
number of directors constitutes a quorum at any meeting of directors and,
notwithstanding any vacancy among the directors, a quorum of directors may
exercise all the powers of the directors. Subject to subsections (3) and (4) of
section 109 of the Act, directors shall not transact business at a meeting of
directors unless a quorum is present and at least half of the directors present
are resident Albertans. Questions arising at any meeting of directors shall be
decided by a majority of votes. In the case of an equality of votes, the
chairman of the meeting in addition to his original vote shall have a second or
casting vote.
22. Resolution in Lieu of Meeting. Subject to the articles, a
resolution in writing, signed by all the directors entitled to vote on that
resolution at a meeting of directors or committee of directors, is as valid as
if it had been passed at a meeting of directors or committee of directors.
COMMITTEES OF DIRECTORS
23. General. The directors may from time to time appoint from their
number a managing director, who must be a resident Albertan, or a committee of
directors, at least half of whom shall be resident Albertans, and may delegate
to the managing director or such committee any of the powers of the directors,
except that no managing director or committee shall have the authority to:
(a) submit to the shareholders any question or matter
requiring the approval of the shareholders;
(b) fill a vacancy among the directors or in the office
of auditor;
(c) issue securities except in the manner and on the
terms authorized by the directors;
(d) declare dividends;
(e) purchase, redeem or otherwise acquire shares issued
by the Corporation, except in the manner and on the terms
authorized by the directors;
(f) pay a commission referred to in section 39 of the Act;
(g) approve a management proxy circular;
(h) approve any annual financial statements to be placed
before the shareholders of the Corporation; or
(i) adopt, amend or repeal by-laws of the Corporation.
24. Audit Committee. Subject to subsection 3 of section 165 of the Act,
the directors shall elect annually from among their number an audit committee to
be composed of not fewer than three directors, a majority of whom are not
officers or employees of the Corporation or any of its affiliates.
Each member of the audit committee shall serve during the pleasure of
the board of directors and, in any event, only so long as he shall be a
director. The directors may fill vacancies in the audit committee by election
from among their number.
The audit committee shall have power to fix its quorum at not less than
a majority of its members and to determine its own rules of procedure subject to
any regulations imposed by the board of directors from time to time and to the
following paragraph.
The auditor of the Corporation is entitled to receive notice of every
meeting of the audit committee and, at the expense of the Corporation, to attend
and be heard thereat, and, if so requested by a member of the audit committee,
shall attend every meeting of the committee held during the term of office of
the auditor. The auditor of the Corporation or any member of the audit committee
may call a meeting of the committee.
The audit committee shall review the financial statements of the
Corporation prior to approval thereof by the board and shall have such other
powers and duties as may from time to time by resolution be assigned to it by
the board.
REMUNERATION OF DIRECTORS, OFFICERS AND EMPLOYEES
25. Subject to the articles, the directors of the Corporation may fix
the remuneration of the directors of the Corporation and such remuneration shall
be in addition to the salary paid to any officer or employee of the Corporation
who is also a director. The directors may also by resolution award special
remuneration to any director in undertaking any special services on the
Corporation's behalf other than the routine work ordinarily required of a
director of the Corporation. The confirmation of any such resolution by the
shareholders shall not be required. The directors, officers and employees shall
also be entitled to be paid their travelling and other expenses properly
incurred by them in connection with the affairs of the Corporation.
The aggregate remuneration paid to the directors and the aggregate
remuneration paid to the five highest paid officers and shareholders, other than
directors, shall be disclosed to the shareholders at every annual meeting.
SUBMISSION OF CONTRACTS OR TRANSACTION TO
SHAREHOLDERS FOR APPROVAL
26. The directors in their discretion may submit any contract, act or
transaction for approval, ratification or confirmation at any annual meeting of
the shareholders or at any special meeting of the shareholders called for the
purpose of considering the same and any contract, act or transaction that shall
be approved, ratified or confirmed by resolution passed by a majority of the
votes cast at any such meeting (unless any different or additional requirement
is imposed by the Act or by the Corporation's articles or any other by-law)
shall be as valid and as binding upon the Corporation and upon all the
shareholders as though it had been approved, ratified and/or confirmed by every
shareholder of the Corporation.
CONFLICT OF INTEREST
27. A director or officer of the Corporation who is a party to a
material contract or proposed material contract with the Corporation, or is a
director or an 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 in the Act. Except as provided in the Act, no such director of
the Corporation shall vote on any resolution to approve such contract. If a
material contract is made between the Corporation and one or more of its
directors or officers, or between the Corporation and another person of which a
director or officer of the Corporation is a director or officer or in which he
has a material interest, (i) the contract is neither void nor voidable by reason
only of that relationship, or by reason only that a director with an interest in
the contract is present at or is counted to determine the presence of a quorum
at a meeting of directors or committee of directors that authorized the
contract, and (ii) a director or officer or former director or Officer of the
Corporation to whom a profit accrues as a result of the making of the contract
is not liable to account to the Corporation for that profit by reason only of
holding office as a director or officer, if the director or officer disclosed
his interest in accordance with the provisions of the Act and the contract was
approved by the directors or the shareholders and it was reasonable and fair to
the Corporation at the time it was approved.
FOR THE PROTECTION OF DIRECTORS AND OFFICERS
28. No director or officer for the time being of the Corporation shall
be liable for the acts, receipts, neglects or defaults of any other director or
officer or employee or for the joining in any receipt or 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 by the Corporation
or for or on behalf of the Corporation or for the insufficiency or deficiency of
any security in or upon which any of the monies of or belonging to the
Corporation shall be placed out or invested or for any loss or damage arising
from the bankruptcy, insolvency or tortious act of any person, firm or
corporation including any person, firm or corporation with whom or which any
monies, securities or effects shall be lodged or deposited or for any loss,
conversion, misapplication or misappropriation of or any damage resulting from
any dealings with any monies, securities or other assets belonging to the
Corporation or for any other loss, damage or misfortune whatever which may
happen in the execution of the duties of his respective office of trust or in
relation thereto, unless the same shall happen by or through his failure to
exercise the powers and to discharge the duties of his office honestly, in good
faith with a view to the best interests of the Corporation, and in connection
therewith to exercise the care, diligence and skill that a reasonably prudent
person would exercise in comparable circumstances, provided that nothing herein
contained shall relieve a director or officer from the duty to act in accordance
with the Act or relieve him from liability under the Act. The directors for the
time being of the Corporation shall not be under any duty or responsibility in
respect of any contract, act or transaction whether or not made, done or entered
into in the name or on behalf of the Corporation, except such as shall have been
submitted to and authorized or approved by the directors. if any director or
officer of the Corporation shall be employed by or shall perform services for
the Corporation otherwise than as a director or officer or shall be a member of
a firm or a shareholder, director or officer of a body corporate which is
employed by or performs services for the Corporation, the fact of his being a
shareholder, director or officer of the Corporation or body corporate or member
of the firm shall not disentitle such director or officer or such firm or body
corporate, as the case may be, from receiving proper remuneration for such
services.
INDEMNITIES TO DIRECTORS AND OTHERS
29.Subject to section 119 of the Act, except in respect of an action by or on
behalf of the Corporation or body corporate to procure a judgment in its favour,
the Corporation shall indemnify a director or officer of the Corporation, a
former director or officer of the Corporation 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, 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 body corporate, if:
(a) he acted honestly and in good faith with a view to the best interest of the
Corporation; and
(b) in the case of criminal or administrative action or proceeding that is
enforced by monetary penalty, he had reasonable grounds for believing that
his conduct was lawful.
OFFICERS
30. Appointment of Officers. Subject to the articles, the directors
annually or as often as may be required may appoint from among themselves a
Chairman of the Board and shall appoint a President and a Secretary and if
deemed advisable may appoint one or more Vice-President, a Treasurer and one or
more Assistant Secretaries and/or one or more Assistant Treasurers. None of such
officers except the Chairman of the Board need be a director of the Corporation
although a director may be appointed to any office of the Corporation. Two or
more offices of the Corporation may be held by the same person. In case and
whenever the same person holds the offices of Secretary and Treasurer he may but
need not be known as the Secretary-Treasurer. The directors may from time to
time appoint such other officers, employees and agents as they shall deem
necessary who shall have such authority and shall perform such functions and
duties as may from time to time be prescribed by resolution of the directors.
The directors may from time to time and subject to the provisions of the Act,
vary, add to or limit the duties and powers of any officer.
31. Removal of Officers and Vacation of Office. Subject to the
articles, all officers, employees and agents, in the absence of agreement to the
contrary, shall be subject to removal by resolution of the directors at any
time, with or without cause.
An officer of the Corporation ceases to hold office when he dies,
resigns or is removed from office. A resignation of an officer becomes effective
at the time a written resignation is delivered to the Corporation, or at the
time specified in the resignation, whichever is later.
32. Vacancies. If the office of President, Vice President, Secretary
Assistant Secretary, Treasurer, Assistant Treasurer, or any other office created
by the directors pursuant to paragraph 30 hereof shall be or become vacant by
reason of death, resignation or in any other manner whatsoever, the directors
shall, in the case of the President and Secretary, and may, in the case of any
other officers, appoint an individual to fill such vacancy.
33. Chairman of the Board. The Chairman of the Board if any) shall, if
present, preside as chairman at all meetings of the board and of shareholders.
He shall sign such contracts, documents or instruments in writing as require his
signature and shall have such other powers and shall perform such other duties
as may from time to time be assigned to him by resolution of the directors.
34. President. The President shall be the chief executive officer of
the Corporation (except as may otherwise be specified by the board of directors)
and shall, subject to the direction of the board of directors, exercise general
supervision and control over the business and affairs of the Corporation. In the
absence of the Chairman of the Board (if any), and if the President is also a
director of the Corporation, the President shall, when present, preside as
chairman at all meetings of directors and shareholders. He shall sign such
contracts, documents or instruments in writing as require his signature and
shall have such other powers and shall perform such other duties as may from
time to time be assigned to him by resolution of the directors or as are
incident to his office.
35. Vice-President. The Vice-President or, if more than one, the
Vice-Presidents in order of seniority, shall be vested with all the powers and
shall perform all the duties of the President in the absence or inability or
refusal to act of the President, provided, however, that a Vice-President who is
not a director shall not preside as chairman at any meeting of directors or
shareholders. The Vice-President or, if more than one, the Vice-Presidents shall
sign such contracts, documents or instruments in writing as require his or their
signatures and shall also have such other powers and shall perform such other
duties as may from, time to time be assigned to him or them by resolution of the
directors.
36. Secretary. The Secretary shall give or cause to be given notices
for all meetings of directors, any committee of directors and shareholders when
directed to do so and shall, subject to the provisions of the Act, maintain the
records referred to in subsections (1), (3) and (5) of section 20 of the Act. He
shall sign such contracts, documents or instruments in writing as require his
signature and shall have such other powers and shall perform such other duties
as may from time to time be assigned him by resolution of the directors or as
are incident to his office.
37. Treasurer. Subject to the provisions of any resolution of the
directors, the Treasurer shall have the care and custody of all the funds and
securities of the Corporation and shall deposit the same in the name of the
Corporation in such bank or banks or with any such other depository or
depositories as the directors may by resolution direct. He shall prepare and
maintain adequate accounting records. He shall sign such contracts, documents or
instruments in writing as require his signature and shall have such other powers
and shall perform such other duties as may from time to time be assigned to him
by resolution of the directors or as are incident to his office. He may be
required to give such bond for the faithful performance of his duties as the
directors in their uncontrolled discretion may require and no director shall be
liable for failure to require any such bond or for the insufficiency of any such
bond or for any loss by reason of the failure of the Corporation to receive any
indemnity thereby provided.
38. Assistant Secretary and Assistant Treasurer. The Assistant
Secretary or, if more than one, the Assistant Secretaries in order of seniority,
and the Assistant Treasurer or, if more than one, the Assistant Treasurers in
order of seniority, shall be vested with all the powers and shall perform all
the duties of the Secretary and Treasurer, respectively, in the absence or
inability or refusal to act of the Secretary or Treasurer as the case may be.
The Assistant Secretary, or if more than one, Assistant Secretaries and the
Assistant Treasurer or, if more than one, the Assistant Treasurers shall sign
such contracts, documents or instruments in writing as require his or their
signatures respectively and shall have such other powers and shall perform such
other duties as may from time to time be assigned to him or them by resolution
of the directors.
39. Managing Director. The directors may from time to time appoint from
their number a Managing Director who must be a resident Albertan and may
delegate to the managing Director any of the powers of the directors subject to
the limits on authority provided by subsection (3) of section 110 of the Act.
The Managing Director shall conform to all lawful orders given to him by the
directors of the Corporation and shall at all reasonable times give to the
directors or any of them all information they may require regarding the affairs
of the Corporation. Any agent or employee appointed by the Managing Director
shall be subject to discharge by the directors.
40. Duties of Officers May Be Delegated. In case of the absence or
inability or refusal to act of any officer of the Corporation or for any other
reason that the directors may deem sufficient, the directors may delegate all or
any of the powers of such officer to any other officer or to any director for
the time being.
SHAREHOLDERS' MEETINGS
41. Annual Meeting. Subject to section 126 of the Act, the annual
meeting Of shareholders shall be held at the registered office of the
Corporation or at a place elsewhere within Alberta or if the Articles so provide
at a place outside of Alberta determined by the directors on such day in each
year and at such time as the directors may determine.
42. Special Meetings. The directors of the Corporation may at any time
call a special meeting of shareholders to be held on such day and at such time
and, subject to section 126 of the Act,at such place within Alberta as the
directors may determine or if the Articles so provide at a place outside
Alberta.
43. Meeting on Requisition of Shareholders. The holders of not less
than five percent (5%) of the issued shares of the Corporation that carry the
right to vote at a meeting sought to be held may requisition the directors to
call a meeting of shareholders for the purposes stated in the requisition. The
requisition shall state the business to be transacted at a meeting and shall be
sent to each director and to the registered office of the Corporation. Subject
to subsection (3) of section 137 of the Act, upon receipt of the requisition,
the directors shall call a meeting of shareholders to transact the business
stated in the requisition. If the directors do not within twenty-one days after
receiving the requisition call a meeting, any shareholder who signed the
requisition may call the meeting.
44. Notice. A printed, written or typewritten notice stating the day,
hour and place of meeting and if special business is to be transacted thereat,
stating (i) the nature of that business in sufficient detail to permit the
shareholder to form a reasoned judgment on that business and (ii) the text of
any special resolution to be submitted to the meeting, shall be sent to each
shareholder entitled to vote at the meeting, who on the record date for notice
is registered on the records of the Corporation or its transfer agent as a
shareholder, to each director of the Corporation and to the auditor of the
Corporation not less than 21 days and not more than 50 days (exclusive of the
day of mailing and of the day for which notice is given) before the date of
every meeting; provided that a meeting of shareholders may be held for any
purpose on any day and at any time and, subject to section 126 of the Act, at
any place without notice if all the shareholders and all other persons entitled
to attend such meeting are present in person or represented by proxy at the
meeting (except where a shareholder or other person attends the meeting for the
express purpose of objecting to the transaction of any business an the grounds
that the meeting is not lawfully called) or if all the shareholders and all
other persons entitled to attend such meeting and not present in person nor
represented by proxy thereat waive notice of the meeting.
A director of the Corporation is entitled to receive notice of and to
attend and be heard at every meeting of shareholders of the Corporation.
The auditor of the Corporation is entitled to receive notice of every
meeting of shareholders of the Corporation and, at the expense of the
Corporation, to attend and be heard at every meeting on matters relating to his
duties as auditor.
45. Waiver of Notice. Notice of any meeting Of shareholders or the time for
giving of any such notice or any irregularity in any meeting or in the notice
thereof may be waived by any shareholder, the duly appointed proxy of any
shareholder, any director or the auditor of the Corporation in writing or by
telegram, cable or telex addressed to the Corporation in writing or by telegram,
cable or telex addressed to the Corporation or in any other manner, and any such
waiver may be validly given either before or after the meeting to which such
waiver relates. Attendance of a shareholder or any other person entitled to
attend at a meeting of shareholders is a waiver of notice of the meeting, except
when he attends a meeting for the express purpose of objecting to the
transaction of any business on the grounds that the meeting is not lawfully
called.
46. Omission of Notice. The accidental omission to give notice of any
meeting of shareholders to or the non-receipt of any notice by any person shall
not invalidate any resolution passed or any proceeding taken at such meeting.
47. Record Dates. Subject to subsection (4) of section 128 of the Act,
the directors may fix in advance a date as the record date for the determination
of shareholders(i) entitled to receive payment of a dividend, (ii) entitled to
participate in a liquidation distribution or (iii) for any other purpose except
the right to receive notice of or to vote at a meeting of shareholders, but such
record date shall not precede by more than 50 days the particular action to be
taken.
Subject to subsection (4) of section 128 of the Act, the directors may
also fix in advance a date as the record date for the determination of
shareholders entitled to receive notice of a meeting of shareholders, but such
record date shall not precede by more than 50 days or by less than 21 days the
date on which the meeting is to be held.
If no record date is fixed,
(a) the record date for the determination of shareholders
entitled to receive notice of a meeting of shareholders shall
be
(i) at the close of business on the last business day
preceding the day on which the notice is sent; or
(ii) if no notice is sent, the day on which the meeting is
held; and
(b) the record date for the determination of shareholders for
any purpose other than to establish a shareholder's right to
receive notice of a meeting or to vote shall be at the close
of business on the day on which the directors pass the
resolution relating to that purpose.
48. Chairman of the Meeting. In the absence of the Chairman of the
Board (if any), the President and any Vice-President who is a director, the
shareholders present entitled to vote shall elect another director as chairman
of the meeting and if no director is present or if all the directors present
decline to take the chair then the shareholders present shall elect one of their
number to be chairman.
49. Votes. Votes at meetings of shareholders may be given either
personally or by proxy. Every question submitted to any meeting of shareholders
shall be decided on a show of hands except when a ballot is required by the
chairman of the meeting or is demanded by a shareholder or proxyholder entitled
to vote at the meeting. A shareholder or proxyholder may demand a ballot either
before or on the declaration of the result of any vote by show of hands. At
every meeting at which he is entitled to vote, every shareholder present in
person and every proxyholder shall have one (1) vote on a show of hands. Upon a
ballot at which he is entitled to vote every shareholder present in person or by
proxy shall (subject to the provisions, if any, of the articles) have one (1)
vote for every share registered in his name. In the case of an equality of votes
the chairman of the meeting shall not, either on a show of hands or on a ballot,
have a second or casting vote in addition to the vote or votes to which he may
be entitled as a shareholder or proxyholder.
At any meeting, unless a ballot is demanded by a shareholder or
proxyholder entitled to vote at the meeting, either before or after any vote by
a show of hands, a declaration by the chairman of the meeting that a resolution
has been carried unanimously or by a particular majority or lost or not carried
by a particular majority shall be conclusive evidence of the fact without proof
of the number or proportion of votes recorded in favour of or against the
resolution.
If at any meeting a ballot is demanded on the election of a chairman
or on the question of adjournment or termination, the ballot shall be taken
forthwith without adjournment. If a ballot is demanded an any other question or
as to the election of directors, the ballot shall be taken in such manner and
either at once or later at the meeting or after adjournment as the chairman of
the meeting directs. The result of a ballot shall be deemed to be the resolution
of the meeting at which the ballot was de manded. A demand for a ballot may be
withdrawn.
50. Right to Vote. Unless the articles otherwise provide, each
share of the Corporation entitles the holder of it to one vote at a meeting of
shareholders.
Where a body corporate or association is a shareholder of the
Corporation, any individual authorized by resolution of the directors or
governing body of the body corporate or association to represent it at meetings
of shareholders of the Corporation is the person entitled to vote at all such
meetings of shareholders in respect of the shares held by such body corporate or
association.
Where a person holds shares as a personal representative, such person
or his proxy is the person entitled to vote at all meetings of shareholders in
respect of the shares so held by him.
Where a person mortgages, pledges or hypothecates his shares, such
person or his proxy is the person entitled to vote at all meetings of
shareholders in respect of such shares so long as such person remains the
registered owner of such shares unless, in the instrument creating the mortgage,
pledge or hypothec, he has expressly empowered the person holding the mortgage,
pledge or hypothec to vote in respect of such shares, in which case, subject to
the articles, such holder or his proxy is the person entitled to vote in respect
of the shares.
Where two or more persons hold shares jointly, one of those holders
present at a meeting of shareholders may in the absence of the others vote the
shares, but if two or more of those persons who are present, in person or by
proxy, vote, they shall vote as one on the shares jointly held by them.
51. Proxies. Every shareholder, including a shareholder that is a body
corporate, entitled to vote at a meeting of shareholders may by means of a proxy
appoint a proxyholder and one or more alternate proxyholders, who are not
required to be shareholders, to attend and act at the meeting in the manner and
to the extent authorized by the proxy and with the authority conferred by the
proxy.
An instrument appointing a proxyholder shall be in written or printed
form and shall be executed by the shareholder or by his attorney authorized in
writing and is valid only at the meeting in respect of which it is given or any
adjournment of that meeting.
An instrument appointing a proxyholder may be in the following form or
in any other form which complies with the requirements of the Act;
The undersigned shareholder of____________________ hereby
appoints___________________________ of ___________________ I whom failing
_________________________ of ___________________, as the nominate of the
undersigned to attend And act for and on behalf of the undersigned at the
meeting of the shareholders of the said Corporation to be held on the ___ day
of_______ , 19_____and at any adjournment thereof in the same manner, to the
same extent and with the same power as if the undersigned were personally
present at the said meeting or such adjournment thereof.
Dated the _____ day of __________, 19___
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Signature of Shareholder
The directors may specify in a notice calling a meeting of
shareholders a time not exceeding 48 hours, excluding Saturdays and holidays,
preceding the meeting or an adjournment of the meeting before which time proxies
to be used at the meeting must be deposited with the Corporation or its agent.
The chairman of the meeting of shareholders may in his absolute
discretion accept telegraphic, telex, cable or written communication as to the
authority of anyone claiming to vote on behalf of and to represent a shareholder
notwithstanding that no instrument of proxy conferring such authority has been
deposited with the Corporation, and any votes given in accordance with such
telegraphic, telex, cable or written communication accepted by the chairman of
the meeting shall be valid and shall be counted.
52. Telephone Participation. A shareholder or any other person
entitled to attend a meeting of shareholders may participate in the meeting by
means of telephone or other communication facilities that permit all persons
participating in the meeting to hear each other and a person participating in
such a meeting by those means is deemed for the purposes of the Act to be
present at the meeting.
53. Adjournment. The chairman of the meeting may with the consent of
the meeting adjourn any meeting of shareholders from time to time to a fixed
time and place and if the meeting is adjourned by one or more adjournments for
an aggregate of less than thirty (30) days it is not necessary to give notice of
the adjourned meeting other than by announcement at the time of an adjournment.
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 but, unless the meeting is adjourned by one or
more adjournments for an aggregate of more than ninety (90) days, subsection (1)
of section 143 of the Act does not apply.
Any adjourned meeting shall be duly constituted if held in accordance
with the terms of the adjournment and a quorum is present thereat. The persons
who formed a quorum at the original meeting are not required to form the quorum
at the adjourned meeting. If there is no quorum present at the adjourned
meeting, the original meeting shall be deemed to have terminated forthwith after
its adjournment. Any business may be brought before or dealt with at any
adjourned meeting which might have been brought before or dealt with at the
original meeting in accordance with the notice calling the same.
54. Quorum. Two (2) persons present and each holding or representing by
proxy at least one (1) issued share of the Corporation shall be a quorum of any
meeting of shareholders for the election of a chairman of the meeting Of
shareholders and for the adjournment of the meeting to a fixed time and place
but not for the transaction of any other business; for all other purposes two
(2) persons present and holding or representing by proxy one twentieth of the
shares entitled to vote at the meeting shall be a quorum. If a quorum is present
at the opening of a meeting of shareholders, the shareholders present may
proceed with the business of the meeting, notwithstanding that a quorum is not
present throughout the meeting.
Notwithstanding the foregoing, if 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 and a quorum for
such meeting.
55. Resolution in Lieu of Meeting. A resolution in writing signed by
all the shareholders entitled to vote on that resolution is as valid as if it
had been passed at a meeting of the shareholders.
SHARES AND TRANSFERS
56. Issuance. Subject to the articles and to section 28 of the Act,
shares in the Corporation may be issued at the times and to the persons and for
the consideration that the directors determine; provided that a share shall not
be issued until the consideration for the share is fully paid in money or in
property or past service that is not less in value than the fair equivalent of
the money that the Corporation would have received if the share had been issued
for money.
57. Security Certificates. A security holder is entitled at his option
to a security certificate that complies with the Act or a non-transferable
written acknowledgement of his right to obtain a security certificate from the
Corporation in respect of the securities of the Corporation held by him.
Security certificates shall (subject to compliance with section 45 of the Act)
be in such form as the directors may from time to time by resolution approve and
such certificates shall be signed manually by at least one director or officer
of the Corporation or by or on behalf of the registrar, transfer agent or branch
transfer agent of the Corporation, or by a trustee who certifies it in
accordance with a trust indenture, and any additional signatures required on a
security certificate may be printed or otherwise mechanically reproduced
thereon. If a security certificate contains a printed or mechanically reproduced
signature of a person, the Corporation may issue the security certificate,
notwithstanding that the person has ceased to be a director or an officer of the
Corporation, and the security certificate is as valid as if he were a director
or an officer at the date of its issue.
58. Agent. The directors may from time to time by resolution appoint
or remove (i) one or more trust companies registered under the Trust Companies
Act (Alberta) or the Trust Companies Act (Canada) as its agent or agents to
maintain a central securities register or registers or (ii) an agent or agents
to maintain a branch securities register or registers for the Corporation.
59. Dealings with Registered Holder. Subject to the Act, the
Corporation may treat the registered owner of a security as the person
exclusively entitled to vote, to receive notices, to receive any interest,
dividends or other payments in respect of security, and otherwise to exercise
all the rights and powers of an owner of the security.
60. Surrender of Security Certificates. Subject to the Act, no
transfer of a security issued by the Corporation shall be registered unless or
until the security certificate representing the security to be transferred has
been presented for registration or, if no security certificate has been issued
by the Corporation in respect of such security, unless or until a duly executed
transfer in respect thereof has been presented for registration.
61. Defaced, Destroyed, Stolen or Lost Security Certificates. In case
of the defacement, destruction, theft or loss of a security certificate, the
fact of such defacement, destruction, theft or loss shall be reported by the
owner to the Corporation or to an agent of the Corporation (if any) on behalf of
the Corporation, with a statement verified by oath or statutory declaration as
to the defacement, destruction, theft or loss and the circumstances concerning
the same and with a request for the issuance of a new security certificate to
replace the one so defaced, destroyed, stolen or lost. Upon the giving to the
Corporation (or if there be an agent, hereinafter in this paragraph referred to
as the "Corporation's agent," then to the Corporation and Corporation's agent)
of a bond of a surety company (or security approved by the directors) in such
form as is approved by the directors or by the Chairman of the Board (if any),
the President, a Vice President, the Secretary or the Treasurer of the
Corporation, indemnifying the Corporation (and the Corporation's agent if any)
against all loss, damage or expense, which the Corporation and/or the
Corporation's agent may suffer or be liable for by reason of the issuance of a
new security certificate to such shareholder, and provided the Corporation or
the Corporation's agent does not have notice that the security has been acquired
by a bona fide purchaser and before a purchaser described in section 64 of the
Act has received a new, reissued or re-registered security, a new security
certificate may be issued in replacement of the one defaced, destroyed, stolen
or lost, if such issuance is ordered and authorized by any one of the Chairman
of the Board (if any), the President, a Vice President, the Secretary or the
Treasurer of the Corporation or by resolution of the directors.
DIVIDENDS
62. The directors may from time to time by resolution declare and the
Corporation may pay dividends on its issued shares, subject to the provisions
(if any) of the Corporation's articles.
The directors shall not declare and the Corporation shall not pay a
dividend if there are reasonable grounds for believing that:
(a) the Corporation is, or would after the payment be, unable to
pay its liabilities as they become due; or
(b) the realizable value of the Corporation's assets would thereby be
less than the aggregate of its liabilities and stated capital of all
classes.
The Corporation may pay a dividend by issuing fully paid shares of the
Corporation and, subject to section 40 of the Act, the Corporation may pay a
dividend in money or property.
63. In case several persons are registered as the joint holders of any
securities of the Corporation, any one of such persons may give effectual
receipts for all dividends and payments on account of dividends, principal,
interest and/or redemption payments in respect of such securities.
VOTING SECURITIES IN OTHER BODIES CORPORATE
64.All securities of any other body corporate carrying voting rights
held from time to time by the Corporation may be voted at all meetings of
shareholders, bondholders, debenture holders or holders of such securities, as
the case may be, of such other body corporate and in such manner and by such
person or persons as the directors of the Corporation shall from time to time
determine and authorize by resolution. The duly authorized signing officers of
the Corporation may also from time to time execute and deliver for and on behalf
of the Corporation proxies and arrange for the issuance of voting certificates
or other evidence of the right to vote in such names as they may determine
without the necessity of a resolution or other action by the directors.
NOTICES, ETC.
65. Service. Any notice or document required by the Act, the
articles or the by-laws to be sent to any shareholder or director of the
Corporation may be delivered personally to or sent by mail addressed to:
(a) the shareholder at his latest address as shown in the records
of the Corporation or its transfer agent; and
(b) the director at his latest address as shown in the records of the
Corporation or in the last notice filed under section 101 or 108 of
the Act.
With respect to every notice or document sent by mail it shall be
sufficient to prove that the envelope or wrapper containing the notice or
document was properly addressed and put into a post office box or into a post
office letter box.
66. If the Corporation sends a notice or document to a shareholder and
the notice or document is returned on three consecutive occasions because the
shareholder cannot be found, the Corporation is not required to send any further
notices or documents to the shareholder until he informs the Corporation in
writing of his new address.
67. Shares Registered in More than one Name. All notices or documents
shall, with respect to any shares in the capital of the Corporation registered
in more than one name, be sent to whichever of such persons is named first in
the records of the Corporation and any notice or document so sent shall be
sufficient notice of delivery of such document to all the holders of such
shares.
68. Persons Becoming Entitled by Operation of Law. Every person who by
operation of law, transfer or by any other means whatsoever shall become
entitled to any shares in the capital of the Corporation shall be bound by every
notice or document in respect of such shares which prior to his name and address
being entered on the records of the Corporation in respect of such shares shall
have been duly sent to the person or persons from whom he derives his title to
such shares.
69. Deceased Shareholder. Any notice or document sent to any
shareholder in accordance with paragraph 65 shall, notwithstanding that such
shareholder be then deceased and whether or not the Corporation has notice of
his decease, be deemed to have been duly sent in respect of the shares held by
such shareholder (whether held solely or with other persons) until some other
person be entered in his stead in the records of the Corporation as the holder
or one of the holders thereof and shall be deemed to have been duly sent to his
heirs, executors, administrators and legal representatives and all persons (if
any) interested with him in such shares.
70. Signatures to Notices. The signature of any director or officer of
the Corporation to any notice may be written, stamped, typewritten or printed or
partly written, stamped, type written or printed.
71. Computation of Time. Where a given number of days' notice or
notice extending over any period is required to be given under any provisions of
the articles or by-laws of the Corporation, the day the notice is sent shall,
unless it is otherwise provided, be counted in such number of days or other
period and such notice shall be deemed to have been sent on the day of personal
delivery or mailing.
72. Proof of Service. A certificate of any officer of the Corporation
in office at the time of the making of the certificate or of an agent of the
Corporation as to facts in relation to the sending of any notice or document to
any shareholder, director, officer or auditor or publication of any notice or
document shall be conclusive evidence thereof and shall be binding on every
shareholder, director, officer or auditor of the Corporation, as the case may
be.
CHEQUES, DRAFTS, NOTES, ETC.
73. All cheques, drafts or orders for the payment of money and all
notes, acceptances and bills of exchange shall be signed by such officer or
officers or other person or persons, whether or not officers of the Corporation,
and in such manner as the directors may from time to time designate by
resolution.
CUSTODY OF SECURITIES
74. All securities (including warrants) owned by the Corporation shall
be lodged (in the name of the Corporation) with a chartered bank or a trust
company or in a safety deposit box or, if so authorized by resolution of the
directors, with such other depositories or in such other manner as may be
determined from time to time by the directors.
All securities (including warrants) belonging to the Corporation may
be issued and held in the name of a nominee or nominees of the Corporation (and
if issued or held in the names of more than one nominee shall be held in the
names of the nominees jointly with right of survivorship) and shall be endorsed
in blank with endorsement guaranteed in order to enable transfer thereof to be
completed and registration thereof to be effected.
EXECUTION OF CONTRACTS, ETC.
75. Contracts, documents or instruments in writing requiring the
signature of the Corporation may be signed by the President and Secretary or any
two directors together and all contracts, documents or instruments in writing so
signed shall be binding upon the Corporation without any further authorization
or formality. The directors are authorized from time to time by resolution to
appoint any officer or officers or any other person or persons on behalf of the
Corporation either to sign contracts, documents or instruments in writing
generally or to sign specific contracts, documents or instruments in writing.
The corporate seal of the Corporation may, when required, be affixed
by the President and Secretary or any two directors together to contracts,
documents or instruments in writing signed by them as aforesaid or by an officer
or officers, person or persons appointed as aforesaid by resolution of the board
of directors.
The term "contract, documents or instruments in writing" as used in
this by-law shall include deeds, mortgages, hypothecs, charges, conveyances,
transfers and assignments of property, real or personal, immovable or movable,
agreements, releases, receipts and discharges for the payment of money or other
obligations, conveyances, transfers and assignments of securities and all paper
writings.
In particular, without limiting the generality of the foregoing, the
President and Secretary or any two directors together are authorized to sell,
assign, transfer, exchange, convert or convey all securities owned by or
registered in the name of the Corporation and to sign and execute (under the
seal of the Corporation or otherwise) all assignments, transfers, conveyances,
powers of attorney and other instruments that may be necessary for the purpose
of selling, assigning, transferring, exchanging, converting or conveying any
such securities.
The signature or signatures of any officer or director of the
Corporation and/or of any other officer or officers, person or persons appointed
as aforesaid by resolution of the directors may, if specifically authorized by
resolution of the directors, be printed, engraved, lithographed or otherwise
mechanically reproduced upon all contracts, documents or instruments in writing
or bonds, debentures or other securities of the Corporation executed or issued
by or on behalf of the Corporation and all contracts, documents or instruments
in writing or securities of the Corporation on which the signature or signatures
of any of the foregoing officers, directors or persons shall be so reproduced,
by authorization by resolution of the directors shall be deemed to have been
manually signed by such officers, directors or persons whose signature or
signatures is or are so reproduced and shall be as valid to all intents and
purposes as if they had been signed manually and notwithstanding that the
officers, directors or persons whose signature or signatures is or are so
reproduced may have ceased to hold off ice at the date of the delivery or issue
of such contracts, documents or instruments in writing or securities of the
Corporation.
FISCAL PERIOD
76. The fiscal period of the Corporation shall terminate on such day
in each year as the board of directors may from time to time by resolution
determine.
ENACTED this 5th day of August, 1987.
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RICHARD A. WILSON LYNDA S. McNIE
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PAMELA LEGG