EXHIBIT 3.36
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BY-LAW NO. 1
A by-law relating generally to
the transaction of the business and affairs of
HAMILTON DIGITAL DESIGNS LTD.
BE IT ENACTED and it is hereby enacted as a by-law of
HAMILTON DIGITAL DESIGNS LTD.
(hereinafter called the "Corporation") as follows:
HEAD OFFICE
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1. The directors may from time to time by resolution fix the
location of the head office of the Corporation within the
place in Ontario designated as such by the articles of the
Corporation or by special by-law of the Corporation
SEAL
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2. The Corporation shall have a seal which shall be adopted and
may be changed by resolution of the directors.
MEETING OF SHAREHOLDERS
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3. ANNUAL MEETING - The annual meeting of the shareholders shall
be held, subject to the provisions of paragraph 20 hereof, at
such place within Ontario or at such a place outside of
Ontario designated by the articles of the Corporation, at such
time and on such day in each year as the board, or president,
or a vice - president who is a director may from time to time
by resolution determine, for the purpose of hearing and
receiving the reports and statements required by The Business
Corporations Act to be read and laid before the Corporation at
an annual meeting, electing directors, appointing, if
necessary, the auditor and fixing or authorizing the board to
fix his remuneration and for the transaction of such other
business as may properly be brought before the meeting.
4. GENERAL MEETINGS -The board or the president or a
vice-president who is a director shall have power at any time
to call a general meeting of the share holders of the
Corporation to be held at such time at such a place within
Ontario or at such place outside of Ontario designated by the
articles of the Corporation as may be determined by the board
or the person calling the meeting. The phrase "meeting of
shareholders" wherever it occurs in this by-law shall mean and
include an annual meeting of shareholders and a general
meeting of shareholders and shall also include a meeting of
any class or classes of shareholders.
5. NOTICES - No public notice or advertisement of any meeting of
shareholders shall be required, but notice of the time and
place of each such meeting shall be given not less than ten
days before the day on which the meeting is to be held to the
auditor, if any, of the Corporation, to the directors of the
Corporation and to each shareholder of record at the close of
business on the day prior to the day on which the notice is
given who is entered on the books of the Corporation as the
holder of one or more shares carrying the right to vote at the
meeting. Notice of a general meeting of shareholders shall
state the general nature of the business which is to be
transacted. A meeting of shareholders may be held at any time
without notice if all the shareholders entitled to vote
thereat are present or represented by proxy or those not so
present or represented by proxy have waived notice, the
directors are present or have waived notice, and if the
auditor, if any, is present or has waived such notice, and at
such meeting any business may be transacted which the
Corporation at an annual or general meeting of the
shareholders may transact.
6. REPORTS TO SHAREHOLDERS - Subject to the provisions of The
Business Corporations Act, a copy of the financial statement
and a copy of the auditor's report shall be furnished to every
shareholder on demand.
7. PERSONS ENTITLED TO BE PRESENT - The only persons entitled to
attend a meeting of shareholders shall be those entitled to
vote thereat and the auditor, if any, of the Corporation and
others who although not entitled to vote are entitled or
required under any provision of The Business Corporations Act
or by-laws of the Corporation 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.
8. QUORUM - Three persons present in person and each entitled and
together being the beneficial owners of not less than 70% of
the issued and outstanding voting shares in the capital stock
of the corporation to vote thereat /shall constitute a quorum
for the transaction of business at any meeting of
shareholders.
9. RIGHT TO VOTE - At each meeting of shareholders every
shareholder shall be entitled to vote who is, subject to
paragraph 62, entered on the books of the Corporation as the
holder of one or more shares carrying the right to vote at
such meeting; save that, if the share or shares in question
have been mortgaged or hypothecated, the person who mortgaged
or hypothecated such share or shares (or his proxy) may
nevertheless represent the shares at meetings and vote in
respect thereof unless in the instrument creating the mortgage
or hypothec he has expressly empowered the holder of such
mortgage or hypothec to vote thereon, in which case such
holder (or his proxy) may attend meetings and vote in respect
of such shares upon filing with the secretary of the meeting
sufficient proof of the terms of such instrument.
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10. REPRESENTATIVES - An executor, administrator, committee of a
mentally incompetent person, guardian or trustee and where a
Corporation is such executor, administrator, committee,
guardian or trustee of a testator, intestate, mentally
incompetent person, ward or cestui que trust, any person duly
appointed a proxy for such corporation, upon filing with the
secretary of the meeting sufficient proof of his appointment,
shall represent the shares in his or its hands at all meetings
of the shareholders of the Corporation and may vote
accordingly as a shareholder in the same manner and to the
same extent as the shareholder of record. If there be more
than one executor, administrator, committee, guardian or
trustee, the provisions of clause 12 shall apply.
11. PROXIES - Every shareholder, including a corporate
shareholder, entitled to vote at meetings of shareholders may
by instrument in writing appoint a proxy, who need not be a
shareholder, to attend and act at the meeting in the same
manner, to the same extent and with the same power as if the
shareholder were present at the meeting in the manner, to the
extent and with the power conferred by the proxy. The
instrument appointing a proxy shall be in writing under the
hand of the appointer or his attorney, authorized in writing,
or if the appointer is a corporation, under the corporate seal
or under the hand of an officer or attorney so authorized, and
shall cease to be valid after the expiration of one year from
the date thereof. The instrument appointing a proxy may be in
such form as the directors may from time to time prescribe or
in such other form as the chairman of the meeting may accept
as sufficient, and shall be deposited with the secretary of
the meeting before any vote is cast under its authority, or at
such earlier time and in such manner as the board may
prescribe in accordance with The Business Corporations Act.
12. JOINT SHAREHOLDERS - If shares are held jointly by two or more
persons, anyone of them present or represented by proxy at a
meeting of shareholders of the Corporation, may, in the
absence of the other or others vote thereon, but if more than
one of them are present or represented by proxy they shall
vote together as one on the shares jointly held by them.
13. SCRUTINEERS - At each meeting of shareholders one or more
scrutineers may be appointed by a resolution of the meeting or
by the chairman with the consent of the meeting to serve at
the meeting. Such scrutineers need not be shareholders of the
Corporation.
14. VOTES TO GOVERN - At all meetings of shareholders every
question shall, unless otherwise required by the articles or
by-laws of the Corporation or by law, be decided by the
majority of 70% the votes representing all issued and
outstanding shares of the Corporation.
15. SHOW OF HANDS - At all meetings of shareholders every question
shall be decided by a show of hands unless a poll thereon be
required by the chairman or be demanded by any shareholder
present in person or represented by proxy and
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entitled to vote. Upon a show of hands every shareholder
present in person and entitled to vote shall have one vote,
but the share holder represented by proxy shall have no vote.
After a show of hands has been taken upon any question the
chairman may require or any shareholder present in person or
represented by proxy and entitled to vote may demand a poll
thereon. Whenever a vote by show of hands shall have been
taken upon a question, unless a poll thereon be 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 and an entry to that effect
in the minutes of the proceedings at the meeting shall be
prima facie evidence of that fact without proof of the number
or proportion of the votes recorded in favor 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 Corporation in annual or general meeting, as
the case may be, upon the question. A demand for a poll may be
withdrawn at any time prior to the taking of the poll.
16. POLLS - If a poll be required by the chairman of the meeting
or be duly demanded by any shareholder and the demand be not
withdrawn, a poll upon the question shall be taken in such
manner as the chairman of the meeting shall direct. Upon a
poll each shareholder who is present in person or represented
by proxy shall be entitled to one vote for each share in
respect of which he is entitled to vote at the meeting and the
result of the poll shall be the decision of the Corporation in
annual or general meeting, as the case may be upon the
question.
17. CASTING VOTE - In case of an equality of votes at any meeting
of shareholders, either upon a show of hands or upon a poll,
the chairman of the meeting shall not be entitled to a second
or casting vote.
18. ADJOURNMENT - The chairman at a meeting of shareholders may,
with the consent of the meeting and subject to such conditions
as the meeting may decide, adjourn the meeting from time to
time and from place to place.
19. TRANSACTION OF BUSINESS BY SIGNATURE - Resolutions may be
consented to at any time by the signatures of all the
shareholders of the Corporation entitled to vote at a meeting
of shareholders and such resolutions are as valid and
effective as if passed at a meeting of the shareholders duly
called, constituted and held for that purpose. By-laws or
resolutions passed by the directors of the Corporation may at
any time, in lieu of confirmation at a general meeting of
shareholders, be confirmed in writing by all the shareholders
entitled to vote at such meeting.
20. ONE SHAREHOLDER - Where the Corporation has only one
shareholder, all business which the Corporation may transact
at an annual or general meeting of shareholders shall be
transacted in the manner provided for in paragraph 19 hereof.
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DIRECTORS
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21. POWERS OF DIRECTORS - The affairs of the Corporation shall be
managed or the management shall be supervised by its board of
directors. Until changed by special by-law or amending
articles the number of the directors of the Corporation shall
be three and, unless the provisions of paragraph 40 apply two
shall constitute a quorum for the transaction of business at
any meeting of the directors. Notwithstanding vacancies, the
remaining directors may exercise all the powers of the board
so long as a quorum of the board remains in office.
22. QUALIFICATIONS - Each director shall be eighteen or more years
of age and no undischarged bankrupt or mentally incompetent
person shall be a director. If a director becomes bankrupt or
a mentally incompetent person, he thereupon shall cease to be
a director.
22.a RESIDENT CANADIANS - A majority of the directors shall be
resident Canadians and no business shall be transacted by the
Board of Director unless a majority of the directors present
are resident Canadians. Provided that the provisions of that
paragraph shall not apply if the Corporation is a non-resident
corporation.
23. ELECTION AND TERM - Directors shall be elected yearly to hold
office until the next annual meeting of shareholders and until
their successors shall have been duly elected. The whole board
shall be elected at each annual meeting, and all the directors
then in office shall retire, but, if qualified, are eligible
for re-election. The election may be by a show of hands or by
resolution of the shareholders unless a ballot be demanded by
any shareholder.
24. REMOVAL OF DIRECTORS - The shareholders may, by resolution
passed by a majority of the votes cast at a general meeting of
shareholders of which notice specifying the intention to pass
such resolution has been given, remove any director before the
expiration of his tem of office and may, by a majority of the
votes cast at that meeting, elect any person in his stead for
the remainder of his term.
25. VACANCIES - Vacancies on the board may be filled for the
remainder of its term of office by qualified persons, either
by the shareholders at a general meeting called for the
purpose or, by the remaining directors if constituting a
quorum; otherwise such vacancies shall be filled at the next
meeting of the shareholders at which directors for the ensuing
year are elected. If the number of directors is increased a
vacancy or vacancies in the board to the number of the
authorized increase shall thereby be deemed to have occurred
which may be filled in the manner above provided, or by the
shareholders at a general meeting called for the purpose of
approving the increase.
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26. CONSENT OF DIRECTORS - No directors shall be elected or
appointed to hold office at a meeting of shareholders or,
where a vacancy exists on the board, by the remaining
directors unless such person was present at the meeting when
he was elected or appointed and did not refuse at the meeting
to act as a director or where 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 ten (10) days thereafter.
27. CALLING OF MEETINGS - Meetings of the board shall be held from
time to time at such place, at such time and on such day as
the president or a vice - president who is a director or any
two directors may determine, and the secretary shall call
meetings when directed or authorized by the president or by a
vice president who is a director or by any two directors.
Notice of every meeting so called shall be given to each
director not less than forty-eight (48) hours (excluding any
part of a Saturday or a holiday as defined by the
Interpretation Act of Canada for the time being in force)
before the time when the meeting is to be held, and such
notice shall specify the general nature of any business to be
transacted, save that no notice of a meeting shall be
necessary if all the directors are present or if those absent
have waived notice of or have otherwise signified their
consent to the holding of such meeting.
28. REGULAR MEETINGS - The board may appoint a day or days in any
month or months for regular meetings at a place and hour to be
named. A copy of any resolution of the board fixing the place
and time of regular meetings of the board shall be sent to
each director forthwith after being passed, but no other
notice shall be required for any such regular meeting.
29. FIRST MEETING OF NEW BOARD - Each newly elected board may
without notice hold its first meeting for the purpose of
organization and the election and appointment of officers
immediately following the meeting of shareholders at which
such board was elected, provided a quorum of directors be
present.
30. PLACE OF MEETING - Meetings of the board may be held at the
head office of the Corporation or at any other place within or
outside of Ontario. In any financial year of the Corporation,
however, a majority of the meetings of the Board of Directors
shall be held at a place within Canada unless the Corporation
is a non-resident corporation.
30.a MEETING BY TELEPHONE - With the unanimous consent of all the
directors, any director may participate in a meeting of the
Board of Directors by means of conference telephone or other
communication equipment by means of which all persons
participating in the meeting can hear each other and a
director participating in a meeting pursuant to the provisions
of this paragraph shall be deemed to be present in person at
the meeting. If a majority of the directors participating in a
meeting held pursuant to the provisions of this paragraph are
then in Canada, the meeting shall be deemed to have been held
in Canada.
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31. VOTES TO GOVERN - At all meetings of the board every question
shall be decided by a majority of the votes cast on the
question; and in case of an equality of votes the chairman of
the meeting shall be entitled to a second or casting vote.
32. REMUNERATION OF DIRECTORS - The directors shall be paid a
remuneration to be calculated on the basis of $______ for each
meeting of the board of directors attended by each such
director during his term of office. Any remuneration so
payable to a director who is also an officer or employee of
the Corporation or who is counsel or solicitor to the
Corporation or otherwise serves it in a professional capacity
shall be in addition to his salary as such officer or to his
professional fees as the case may be. The directors shall also
be paid such sums in respect of their out-of-pocket expenses
incurred in attending board, committee or shareholders
meetings or otherwise in respect of the performance by them of
their duties as the board may from time to time determine.
33. INTEREST OF DIRECTORS IN CONTRACTS - Provided that the
provisions of paragraph 34 have been complied with, no
director shall be disqualified by his office from contracting
with the Corporation nor shall any contract or arrangement
entered into by or on behalf of the Corporation with any
director or in which any director is in any way interested be
liable to be voided nor shall any director so contracting or
being so interested be liable to account to the Corporation
for any profit realized by any such contract or arrangement by
reason of such director holding that office or of the
fiduciary relationship thereby established.
34. DECLARATION OF INTEREST - It shall be the duty, however, of
every director of the Corporation who is in any way, whether
directly or indirectly, interested in a contract or
arrangement with Corporation to declare the nature and extent
of such interest to the extent, in the manner and at the time
required by the applicable provisions of The Business
Corporations Act for the time being in force and to refrain
from voting in respect of the contract or arrangement or
proposed contract or arrangement if and when prohibited by The
Business Corporations Act.
35. PROTECTION OF DIRECTORS AND OFFICERS - No director or officer
of the Corporation shall be liable for the acts, receipts,
neglects, or defaults of any other director or officer, or for
joining in any receipts or other act for conformity, or for
any loss or expense happening to the Corporation through the
insufficiency or deficiency of title to any property acquired
by order of the board 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 tortuous act 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 damage or
misfortune whatever which shall happen in the execution of the
duties of his office or in relation thereto unless in or as a
result of any action, suit or proceeding he is adjudged to be
in breach of any duty or
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responsibility imposed upon him under The Business
Corporations Act or under any other statute.
36. INDEMNITY OF DIRECTORS AND OFFICERS - Every director or
officer of the Corporation and his heirs, executors and
administrators, and estate and effects, respectively, shall,
from time to time and at all times, be indemnified and saved
harmless, subject to the provisions of The Business
Corporations Act, out of the funds of Corporation, from and
against;
(a) any liability and all costs, charges and
expenses that he sustains or incurs in
respect of any action, suit or proceeding
that is proposed or commenced against him
for or in respect of anything done or
permitted by him in respect of the execution
of the duties of his office; and
(b) all other costs, charges and expenses that
he sustains or incurs in respect of the
affairs of the Corporation;
provided that no director or officer of the Corporation shall
be indemnified by it in respect of any liability, cost,
charges or expenses that he sustains or incurs in or about any
action, suit or other proceeding as a result of which he is
adjudged to be in breach of any duty or responsibility imposed
upon him under The Business Corporations Act or under any
other statute unless in an action brought against him in his
capacity as director or officer, he has achieved complete or
substantial success as a defendant.
37. INSURANCE FOR DIRECTORS AND OFFICERS - The board may purchase
and maintain insurance for the benefit of a director or
officer of the Corporation against liabilities, cost, charges
and expenses sustained or incurred by such director or officer
in respect of the execution of the duties of his office or in
respect of the affairs of the Corporation, except as a result
of a contravention by such director or officer of Section 144
of The Business Corporations Act.
38. LOANS TO SHAREHOLDERS - The directors of the Corporation may
from time to time:
(a) make loans to bona fide full- time employees
of the Corporation, whether or not they are
shareholders or directors, with a view to
enabling them to purchase dwelling houses
for their own occupation, and may take from
such employees mortgages or other securities
for the repayment of such loan; or
(b) provide, in accordance with a scheme for the
time being in force, money by way of loan
for the purchase by trustees of fully paid
shares of the Corporation, whether or not
they are shareholders or directors; or
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(c) make loans to bona fide employees of the
Corporation other than directors, whether or
not they are shareholders, with a view to
enabling them to purchase fully paid shares
of the Corporation to be held by them by the
way of beneficial ownership; or
(d) if it is not offering its securities to the
public, give directly or indirectly by means
of a loan, guarantee, the provision of
security or otherwise, financial assistance
to any of its shareholders or directors with
a view to enabling them to purchase issued
shares of the Corporation.
39. TRANSACTION OF BUSINESS BY SIGNATURE - By-laws or resolutions
may be consented to at any time by the signatures of all the
directors of the Corporation and such by-laws or resolutions
are as valid and effective as if passed at a meeting of the
directors duly called, constituted and held for that purpose.
40. ONE DIRECTOR - Where the Corporation has only one director,
the affairs of the Corporation shall be managed or the
management shall be supervised by such director and all
business which may be transacted at a meeting of the board of
directors shall be transacted by such director in the manner
provided for in paragraph 39 hereof.
OFFICERS
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41. ELECTED OFFICER - At the first meeting of the board after each
election of directors the board shall elect from among its
members a president . The prior incumbent, if a member of the
board, shall continue to hold office until the election at
such meeting and, in default of such election, shall continue
to hold office after such meeting. In case the office of
president becomes vacant at any time, such vacancy may be
filled by the board from among its members.
42. APPOINTED OR ELECTED OFFICERS - At the first meeting of the
board after each election of directors, the board shall
appoint or elect a secretary, and may appoint or elect one or
more vice-presidents, a general manager, a treasurer, and such
other officers as the board may determine including one or
more assistants to any of the officers so appointed or
elected. The officers so appointed or elected may but need not
be members of the board. One person may hold more than one
office, and if the same person holds both the office of
secretary and the office of treasurer, he may be known as
secretary-treasurer.
43. TERM OF OFFICE AND REMUNERATION - In the absence of written
agreement to the contrary the board may remove at its pleasure
any officer of the Corporation. Each prior officer shall
continue to hold office until the appointment of officers at
such a meeting and, in default of the appointment of officers
at such meeting, shall continue to hold office after such
other officers elected or appointed by it shall be settled
form time to time by the board.
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44. PRESIDENT - The president shall, when present, preside at all
meetings of the shareholders and of the board and shall be
charged with the general supervision of the business and
affairs of the Corporation. Except when the board has
appointed a general manager or managing director, the
president shall also have the powers and be charged with the
duties of that office.
45. VICE PRESIDENT - During the absence or inability of the
president his duties may be performed and his powers may be
exercised by the vice-president, or if there are more than
one, by the vice-presidents in order of seniority (as
determined by the board) save that no vice-president shall
preside at a meeting of the board or at a meeting of
shareholders who is not qualified to attend the meeting as a
director, as the case may be. If a vice president exercises
any such duty or power, the absence or inability of the
president shall be presumed with reference thereto. A vice
president shall also perform such duties and exercise such
powers as the president may from time to time delegate to him
or the board may prescribe.
46. GENERAL MANAGER - The general manager, if one be appointed,
shall have the general management and direction, subject to
the authority of the board and the supervision of the
president, of the Corporation's business and affairs and the
power to appoint and remove any and all officers, employees
and agents of the Corporation not elected or appointed
directly by the board and to settle the terms of their
employment and remuneration. If and so long as the general
manager is a director he may but need not be known as the
managing director.
47. SECRETARY - The secretary shall give, or cause to be given,
all notices required to be given to shareholders, directors,
auditors and members of committees; he shall attend all
meetings of the directors and of the shareholders and shall
enter or cause to be entered in books kept for that purpose
minutes of all proceedings at such meetings; 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 other instruments
belonging to the Corporation; and he shall perform such other
duties as may from time to time be prescribed by the board.
48. TREASURER - The treasurer shall keep full and accurate books
of account in which shall be recorded all receipts and
disbursements of the Corporation and, under the direction of
the board, shall control the deposit of money, the safekeeping
of securities and the disbursement of the funds of the
Corporation; he shall render to the board at the meetings
thereof, or whenever required of him an account of all his
transactions as treasurer and of the financial position of the
Corporation; and he shall perform such other duties as may
from time to time be prescribed by the board.
49. OTHER OFFICERS - The duties of all other officers of the
Corporation shall be such as the terms of their engagement
call for or the board requires of them. Any of the powers and
duties of an officer to whom an assistant has been appointed
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may be exercised and performed by such assistant, unless the
board otherwise directs.
50. VARIATION OF DUTIES - From time to time the board may vary,
add to or limit the powers and duties of any officer or
officers.
51. AGENTS AND ATTORNEYS - The board shall have power from time to
time to appoint agents or attorneys for the Corporation in or
out of Ontario with such powers of management or otherwise
(including the power to sub-delegate) as may be thought fit.
52. FIDELITY BONDS - The board may require such officers,
employees and agents of the Corporation as the board deems
advisable to furnish bonds for the faithful discharge of their
duties, in such form and with such surety as the board may
from time to time prescribe.
BANKING ARRANGEMENTS, CONTRACTS, etc.
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53. BANKING ARRANGEMENTS - The banking of the Corporation, or any
part thereof, shall be transacted with such bank, trust
company or other firm or corporation carrying on a banking
business as the board may designate, appoint or authorize from
time to time by resolution and all such banking business or
any part thereof, shall be transacted on the Corporation's
behalf by such one or more officers and/or other persons as
the board may designate, direct or authorize from time to time
by resolution and to the extent therein provided, including,
but without restricting the generality of the foregoing, the
operation of the Corporation's accounts; the making, signing,
drawing, accepting, endorsing, negotiating, lodging
depositing, or transferring of any cheques, promissory notes,
drafts acceptances, bills of exchange and orders for the
payment of money; the giving of receipts for and orders
relating to any property of the Corporation; the execution of
agreement relating to any banking business and defining the
rights and powers of the parties thereto; and the authorizing
of any officer of such banker to do any act or thing on the
Corporation's behalf to facilitate such banking business.
54. EXECUTION OF INSTRUMENTS - Deeds, transfers, assignments,
contracts and obligations on behalf of the Corporation may be
signed by any two of the President, Vice President and
Secretary-Treasurer and the corporate seal shall be affixed to
such instruments as require the same.
Notwithstanding any provision to the contrary
contained in the by-laws of the Corporation, the board may at
any time and from time to time direct the manner in which and
the person or persons by whom any particular deed, transfer,
contract or obligation or any class of deeds, transfers,
contracts or obligations of the Corporation may or shall be
signed.
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SHARES
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55. ALLOTMENT - The board may from time to time allot or grant
options to purchase the whole or any part of the authorized
and unissued shares in the capital stock of the Corporation,
including any shares created by the amending articles
increasing or otherwise varying the capital stock of the
Corporation, to such person or persons or class of persons as
the board shall by resolution determine.
56. PAYMENT OF COMMISSIONS - The board may pay commissions to
persons in consideration of their subscribing or agreeing to
subscribe, whether absolutely or conditionally, for shares in
the capital stock of Corporation, or procuring or agreeing to
procure subscriptions, whether absolute or conditional for
such shares, but no such commission shall exceed twenty-five
percent of the amount of the subscription, except where the
business of the Corporation is that of mining, gas or oil
corporation or, where the business of the Corporation is that
of a mining, gas or oil corporation or, where at least
seventy-five (75%) percent of the assets of the Corporation
are of a wasting character.
57. SHARE CERTIFICATES - Every shareholder shall be entitled,
without payment, to a share certificate stating the number and
class of shares held by him as shown by the books of the
Corporation. Share certificates shall be in such form or forms
as the board shall from time to time approve. Unless otherwise
ordered by the board, they shall be signed by the president or
a vice-president and by the secretary or an assistant
secretary and need not be under the corporate seal; provided
that certificates representing shares in respect of which a
transfer agent and registrar ( which term shall include a
branch transfer agent and registrar) have been appointed shall
not be valid unless countersigned by or on behalf of such
transfer agent and registrar. If authorized by resolution of
the board, the corporate seal of the Corporation and the
signature of one of the signing officers, or in the case of
share certificates representing shares in respect of which a
transfer agent and registrar have been appointed, the
signatures of both signing officers, may be printed, engraved,
lithographed, or otherwise mechanically reproduced in
facsimile upon share certificates and every such facsimile
signature shall for all purposes be deemed to the signature of
the officer whose signature (whether manual or facsimile)
appears thereon no longer holds office at the date of issue or
delivery of the certificate.
58. REPLACEMENT OF SHARE CERTIFICATES - The board may by
resolution prescribe, either generally or in a particular
case, reasonable conditions upon which a new share certificate
may be issued in lieu of and upon cancellation of the share
certificate which has become mutilated or in substitution for
a certificate which has been lost, stolen or destroyed.
59. TRANSFER AGENT AND REGISTRAR - The directors may from time to
time by resolution appoint or remove a transfer agent and a
registrar (who may, but need not be the same individual or
corporation) and one or more branch transfer
12
agents and registrars ( who may, but need not be the same
individual or corporation) for the shares in the capital stock
of the Corporation and may provide for the transfer of shares
in one or more places and may provide that shares will be
interchangeably transferable or otherwise.
60. TRANSFER OF SHARES - Transfers of shares in the capital stock
of the Corporation shall be registerable on the register of
transfers or on one of the branch registers of transfers (if
any) kept by or for the Corporation in respect thereof, upon
surrender of the certificate representing such shares properly
endorsed subject to the provisions of The Corporations Act and
subject to the restrictions on transfer set forth in the
articles of the Corporation.
61. REFUSAL TO REGISTER TRANSFER - The board may refuse to permit
the registration of a transfer of shares in the capital stock
of the Corporation registered in the name of a shareholder who
is indebted to the Corporation unless such shares are listed
on a recognized stock exchange.
62. CLOSING REGISTER - The board may by resolution close the
register of transfer and the branch register or registers of
transfers, if any, for a period of time not exceeding
forty-eight hours exclusive of Saturdays and holidays (as
defined by the Interpretation Act of Canada for the time being
in force) immediately preceding any meeting of the
shareholders.
63. RECORD DATE - The board may fix in advance a date preceding by
not more than fourteen (14) 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 shares in the capital stock
or 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
shares or securities, as the case may be, and in every such
case only such persons as shall be shareholders of record at
the close of business on the date so fixed shall be entitled
to receive payment of such dividend or to exercise the right
to subscribe for such shares or securities and to receive the
warrant or other evidence in respect of such right, as the
case may be, notwithstanding the transfer of any shares after
any such record date fixed as aforesaid.
64. JOINT SHAREHOLDERS - If two or more persons are registered as
joint holders of any share, any one of such persons may give
effectual receipts for the certificate issued in respect
thereof and for any dividend, bonus, return of capital or
other money payable or warrant issuable in respect of such
share.
13
FINANCIAL
---------
65. FINANCIAL YEAR - Unless otherwise determined by resolution of
the board, the first fiscal year of the Corporation shall
terminate on the 30th day of April, 1975, and thereafter the
fiscal year of the Corporation shall terminate on the 30th day
of April in each year.
67. DIVIDENDS - The board may from time to time declare dividends
payable to the shareholders according to their respective
rights and interests in the Corporation. 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 in respect of which it has been
declared and mailed by ordinary mail, postage prepaid, to such
registered holder at his last address appearing on the books
of the Corporation. In the case of joint holders the cheque
shall, unless such joint holder and if more than one address
appears on the books of the Corporation in respect of such
joint holding the cheque shall be mailed to the first address
so appearing. The mailing of such cheque as aforesaid shall
satisfy and discharge all liability for the dividend to the
extent of the sum represented thereby, unless such cheque be
not paid at par on due presentation. In the event of
non-receipt of any cheques for dividend by the person to whom
it is so sent as aforesaid, the Corporation on proof of such
non-receipt and upon satisfactory indemnity being given to it,
shall issue to such person a replacement cheque for a like
amount.
67. PURCHASE OF BUSINESS AS OF PAST DATE - Where any business is
bought by the Corporation as from a past date (whether such
date be before or after the incorporation of the Corporation)
upon terms that the Corporation shall as from that date take
the profits and bear the losses of the business, such profits
or losses as the case may be shall, at the discretion of the
directors, be credited or debited wholly or in part to revenue
account, and in that case the amount so credited or debited
shall, for the purpose of ascertaining the fund available for
dividend, be treated as a profit or loss arising from the
business of the Corporation.
NOTICES
-------
68. METHOD OF GIVING - Any notice, communication or other document
to be given by the Corporation to a shareholder, director,
officer, or auditor of the Corporation under any provision of
the articles or by-laws shall be sufficiently given if
delivered personally to the person to whom it is to be given
or if delivered to his last address as recorded in the books
of the Corporation or if sent by any means of wire or wireless
or any other form of transmitted or recorded communication.
The secretary may change the address on the books of the
Corporation of any shareholder in accordance with any
information believed by him to be reliable. A notice,
communication or document so delivered shall be deemed to have
been given when deposited in a post office or public letter
box.; and a notice sent by any means of wire or wireless or
any other form of
14
transmitted or recorded communication shall be deemed to have
been given when delivered to the appropriate communication
company or agency or its representative for dispatch.
69. COMPUTATION OF TIME - In computing the date when notice must
be given under any provisions of the articles or by-laws
requiring a specified number of days' notice of any meeting or
other event, the date of giving the notice and the date of the
meeting or other event, the date of giving the notice and the
date of the meeting or other event shall be excluded.
70. OMISSIONS AND ERRORS - The accidental omission to give any
notice to any shareholder, director, officer, or auditor or in
any error in any notice not effecting the substance thereof
shall not invalidate any action taken at any meeting held
pursuant to such notice or otherwise founded thereon.
71. NOTICE TO JOINT SHAREHOLDERS - All notices with respect to any
shares registered in more than one name may if more than one
address appears on the books of the Corporation in respect of
such joint holding , be given to such joint shareholders at
the first address so appearing, and notice so given shall be
sufficient notice to all the holders of such shares.
72. PERSONS ENTITLED BY DEATH OR OPERATION OF LAW - Every person
who by operation of law, transfer, death of a shareholder or
by any other means whatsoever, shall become entitled to any
share or shares, shall be bound by every notice in respect of
such share or shares which shall have been duly given to the
person from whom he derives his title to such share or shares,
previously to his name and address being entered on the books
of the Corporation (whether it be before or after the
happening of the event upon which he became so entitled).
73. WAIVER OF NOTICE - Any shareholder (or his duly appointed
proxy), director, officer or auditor may waive any notice
required to be given under any provision of the articles or
by-laws of the Corporation or of The Business Corporations
Act, and such waiver, whether given before or after the
meeting or other event of which notice is required to be
given, shall cure any default in giving such notice.
74 INTERPRETATION - In this by-law and all other by-laws of the
Corporation, words importing the singular number only shall
include the plural and vice-versa; words importing the
masculine gender shall include the feminine and neuter
genders; words importing persons shall include companies,
corporations, partnerships and any number or aggregate of
persons; "board" shall mean the board of directors of the
Corporation; "resident Canadian" means a Canadian citizen who
is ordinarily resident in Canada; "articles" shall include
amending articles and any restatement of articles;
"non-resident corporation" means a corporation that is not
deemed to be resident in Canada under paragraph (c) of
subsection (4) of section 250 of The Income Tax Act (Canada);
"The Business
15
Corporations Act" shall mean The Business Corporations Act,
(Ontario) as amended form time to time or any Act that may
hereafter be substituted therefore
PASSED the 13th day of December, 1976
WITNESS the corporation seal of the Corporation.
--------------------------------
President c/s
--------------------------------
Secretary
The undersigned, being all the directors of the Corporation, hereby
sign, pursuant to the provisions of The Business Corporation Act, the foregoing
by-laws as By-Law No. 1 of the by- laws of the said Corporation.
DATED the 18th day of June 1974
--------------------------------
--------------------------------
--------------------------------
The undersigned, being all the shareholders of the Corporations Act,
the foregoing By- law No. 1 of the by-laws of the said Corporation signed by all
the directors of the said Corporation as a by-law thereof pursuant to the
provisions of the said Act on the 18th day of June 1974.
--------------------------------
--------------------------------
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16
BY-LAW NO.2
A by-law respecting the borrowing
of money, the issuing of debt obligations
and the securing of liabilities
by HAMILTON DIGITAL DESIGNS LTD.
BE IT ENACTED as a by-law of
HAMILTON DIGITAL DESIGNS LTD.
(hereinafter referred to as the "Corporation") as follows: -
The directors of the Corporation may from time to time:
(a) borrow money on the credit of the Corporation;
(b) issue, sell or pledge debt obligations (including bonds,
debentures, debenture stock or other like liabilities) of the
Corporation but no invitation shall be extended to the public
to subscribe for any such debt obligations;
(c) charge, mortgage, hypothecate or pledge all or any currently
owned or subsequently acquired real or personal, movable or
immovable property of the Corporation, including book debts,
rights, powers, franchises and undertaking, to secure any debt
obligations or any money borrowed, or other debt or liability
of the Corporation;
(d) delegate the powers conferred on the directors under this
by-law to such officers of the Corporation and to such extent
and in such manner as the directors shall determine.
PASSED the 18th day of June, 1974
WITNESS the corporate seal of the Corporation.
--------------------------------
President
--------------------------------
Secretary
The undersigned, being all the directors of the Corporation, hereby
sign, pursuant to the provisions of The Business Corporation Act, the foregoing
by-laws as By-Law No. 2 of the by- laws of the said Corporation
DATED the 18th day of June, 1974
--------------------------------
--------------------------------
--------------------------------
The undersigned, being all the shareholders of the Corporations Act,
the foregoing By- law No. 2 of the by-laws of the said Corporation signed by all
the directors of the said Corporation as a by-law there of pursuant to the
provisions of the said Act on the 18th day of June, 1974.
--------------------------------
--------------------------------
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2
BY-LAW NO. 3
A By-law respecting the borrowing of money and the issue of
securities by HAMILTON DIGITAL DESIGNS LTD.
BE IT ENACTED by the Directors of Hamilton Digital Designs Ltd. as a By-law of
the said Company as follows:
The Directors of the Company may from time to time:
(a) borrow money upon the credit of the Company in such amounts
and upon such terms as may be deemed necessary;
(b) issue bonds, debentures, debenture stock or other like
liabilities of the Company whether constituting a charge on
the property of the Company or not, for such amounts and upon
such terms as may be deemed expedient, and pledge or sell the
same for such sums and at such prices as the Directors may
determine;
(c) charge, mortgage, hypothecate or pledge all or any of the real
or personal property of the Company, present or furniture,
including book debts and unpaid calls, rights, powers,
franchises and undertaking to secure any such bonds,
debentures, debenture stock or other like liabilities or any
money borrowed or other debt or any other obligation or
liability of the Company
PASSED by the Directors and sealed with the Company's seal this 17th day of
November 1974.
--------------------------------
President
--------------------------------
Secretary
The undersigned officers of the above-named Company hereby certify that
the foregoing is a true and complete copy of a By-law passed by the Directors of
the said Company at a meeting duly called and regularly held on the Seventeenth
day of November 1974, at which a quorum of Directors was present, and confirmed
by at least two-thirds of the votes cast at a general meeting of shareholders of
the said company duly called for considering the same By-law and regularly held
on the Seventeenth day of November 1974, all as set forth and recorded in the
minute book of the proceedings of the Directors and of the Shareholders of the
said Company; and further that the said By-law is now in full force and effect.
WITNESS our hands and the corporate seal of the said Company this
Seventeenth day of November 1974
--------------------------------
President
--------------------------------
Secretary
2
The undersigned, being all the directors of the Corporation, hereby
sign, pursuant to the provisions of The Business Corporation Act, the foregoing
by-laws as By-Law No. 3 of the by- laws of the said Corporation
DATED the 17th day of November, 1974.
--------------------------------
--------------------------------
--------------------------------
The undersigned, being all the shareholders of the Corporations Act,
the foregoing By- law No. 3 of the by-laws of the said Corporation signed by all
the directors of the said Corporation as a by-law there of pursuant to the
provisions of the said Act on the 17th day of November, 1974.
--------------------------------
--------------------------------
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3
SPECIAL BY- LAW NO. 4
A by-law respecting the change of head office
of HAMILTON DIGITAL DESIGNS LTD.
BE IT ENACTED as a by-law of the Corporation that the head office of
the Corporation is hereby changed from the City of Hamilton, in the Regional
Municipality of Hamilton- Wentworth to the City of Burlington, in the Regional
Municipality of Halton, and Province of Ontario.
DATED this 19th day of July 1978.
--------------------------------
President
--------------------------------
Secretary
The undersigned, being all the directors of the Corporation, hereby
sign, pursuant to the provisions of The Business Corporation Act, the foregoing
by-laws as By-Law No. 4 of the by- laws of the said Corporation
DATED the 19th day of July, 1978.
--------------------------------
--------------------------------
--------------------------------
The undersigned, being all the shareholders of the Corporations Act,
the foregoing By- law No. 4 of the by-laws of the said Corporation signed by all
the directors of the said Corporation as a by-law there of pursuant to the
provisions of the said Act on the 19th day of July, 1978.
--------------------------------
--------------------------------
--------------------------------
2
SPECIAL BY-LAW TO AUTHORIZE THE DIRECTORS
TO BORROW AND GIVE SECURITY
HAMILTON DIGITAL DESIGNS LTD.
Head office: Unit 14, 4060 Fairview Street, Burlington, Ontario L7L 4Y8
-----------------------------------------------------------------
INCORPORATED UNDER THE BUSINESS CORPORATIONS ACT
-------------------------------------------------------------
SPECIAL BY-LAW NO. 5
BE IT ENACTED AS A SPECIAL BY-LAW OF THE CORPORATION AS FOLLOWS:
The Directors of the Corporation are hereby 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 debt obligations of the Corporation;
(c) to pledge or sell such debt obligations for such sums and at such
prices as may be deemed expedient;
(d) to mortgage, hypothecate, charge or pledge, or give security in any
manner whatever upon, all or any currently owned or subsequently
acquired property, real and personal, immovable and movable,
undertaking, books debts powers, franchises and rights of the
Corporation, to secure any debt obligations of the Corporation, present
or future, or any money borrowed or to be borrowed or any other debt or
liability of the Corporation, present or future;
(e) to delegate to such officer(s) or Director(s) of the Corporation as the
Directors may designate all or any of the foregoing powers to such
extent and in such manner as the Directors may determine.
This Special By-law shall remain in force and be binding upon the
Corporation as regards any party acting on the faith thereof, until a copy,
certified by the Secretary of the Corporation under the Corporation's seal, of a
Special By-law repealing or replacing this Special By-law shall have been
received by such party and duly acknowledged in writing.
ENACTED this 19th day of July 1978
AS WITNESS the corporate seal of the Corporation.
--------------------------------
President
--------------------------------
Secretary
CERTIFICATE
It is hereby certified by the undersigned that the foregoing Special
By-law was duly passed by the Directors of the above-named Corporation and was
duly sanctioned and or confirmed by the shareholders/members of the Corporation
in accordance with the Articles or Charter and By-laws and all other laws
governing the Corporation and was executed in the manner above indicated and
that the said Special By-law is now in full force and effect.
AS WITNESS the corporate seal of the Corporation this 19th day of July, 1978.
--------------------------------
Secretary
The undersigned, being all the directors of the Corporation, hereby
sign, pursuant to the provisions of The Business Corporation Act, the foregoing
by-laws as By-Law No. 5 of the by- laws of the said Corporation
DATED the 19th day of July, 1978.
--------------------------------
--------------------------------
--------------------------------
The undersigned, being all the shareholders of the Corporations Act,
the foregoing By- law No. 5 of the by-laws of the said Corporation signed by all
the directors of the said Corporation as a by-law there of pursuant to the
provisions of the said Act on the 19th day of July, 1978.
--------------------------------
--------------------------------
--------------------------------
2
BY-LAW NO. 6
A By-law increasing the number of Directors of
HAMILTON DIGITAL DESIGNS LTD. from three to four
BE IT ENACTED as a by-law of the Company that:
1. Then number of the directors of the Company is hereby increased from
three to four so that the Board of Directors of the Company shall
hereafter be composed of four directors.
2. Three Directors shall constitute a quorum at any meeting of the Board
of Directors.
3. All prior by-laws, resolutions and proceedings of the company
inconsistent herewith are hereby amended, Modified and revised in order
to give effect to this by-law.
DATED the 8th day of January, 1979
--------------------------------
President
--------------------------------
Secretary
The undersigned, being all the directors of the Corporation, hereby
sign, pursuant to the provisions of The Business Corporation Act, the foregoing
by-laws as By-Law No. 6 of the by- laws of the said Corporation
DATED the 8th day of January, 1979.
--------------------------------
--------------------------------
--------------------------------
The undersigned, being all the shareholders of the Corporations Act,
the foregoing By- law No. 6 of the by-laws of the said Corporation signed by all
the directors of the said Corporation as a by-law there of pursuant to the
provisions of the said Act on the 8th day of January, 1979.
--------------------------------
--------------------------------
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2
HAMILTON DIGITAL DESIGNS LTD.
BY-LAW NO. 7
BEING A BY-LAW RESPECTING THE YEAR END
OF THE CORPORATION
WHEREAS the Corporation wishes to amend Section 65 of By-law No. 1, being a
by-law relating generally to the business and affairs of the Corporation;
NOW THEREFOR BE IT ENACTED as a by-law of the Corporation as follows:
Section 65. Financial Year of By-law No.1 is repealed and the following
is substituted therefore:
"65. Financial Year - The financial year of the Corporation shall end
on the 30th day of June in each year, until changed by a resolution of
the board."
The foregoing By-law is hereby consented to by all the Directors of the
Corporation pursuant to the Business Corporations Act, this 4th day of July,
2000.
- ------------------------------------ ------------------------------------
James B. Mitchell J. William Brandner
The foregoing By-law is hereby confirmed by all the Shareholders of the
Corporation pursuant to the Business Corporations Act, this 4th day of July,
2000.
DTEK SIGNS ULC
Per:_________________________________
Authorized Officer