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ARTICLES
OF
TITAN TRADING ANALYTICS INC.
TABLE OF CONTENTS
PART ARTICLE SUBJECT
1 INTERPRETATION
1.1 Definition
Construction of Words
1.2 Company Act and Interpretation Act
1.3 Interpretation Act Rules of
Construction Apply
2 SHARES
2.1 Member entitled to Certificate
2.2 Replacement of Certificates
2.3 Limit of Joint Holders
2.4 Execution of Certificates
2.5 No Recognition of Trusts
3 ISSUE OF SHARES
3.1 Directors' Authority
3.2 Share Warrants
3.3 Commissions and Brokerage
3.4 No Issue Until Fully Paid
3.5 Pro Rata Allotment
4 SHARE REGISTERS
4.1 Registers to be Kept
4.2 Branch Registers of Members
4.3 No Closing of Register of Members
5 TRANSFER AND TRANSMISSION OF SHARES
5.1 Transfer of Shares
5.2 Execution of Instrument of Transfer
5.3 Enquiry as to Title not Required
5.4 Instruments of Transfer
5.5 Transfer Fee
5.6 Death of a Member
5.7 Rights of Representative
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PART ARTICLE SUBJECT
5.8 Registration or Transfer by Representative
6 ALTERATION OF CAPITAL
6.1 Increase of Authorized Capital
6.2 Other Capital Alterations
6.3 Special Rights and Restrictions of
Shares
6.4 Consent of Class or Series
6.5 Class or Series Meetings of Members
6.6 Reduction of Authorized Capital
6.7 Shares Ranking Pari Passu
7 PURCHASE AND REDEMPTION OF SHARES
7.1 Company May Purchase or Redeem
7.2 Selection for Redemption
7.3 Shares Held by Company
8 BORROWING POWERS
8.1 Powers of Directors
8.2 Special Rights in Debt Obligations
8.3 Register of Debentures
8.4 Execution of Debt Obligations
8.5 Register of Indebtedness
9 GENERAL MEETINGS
9.1 Annual General Meetings
9.2 Consent in Writing
9.3 Classification of Meetings
9.4 Calling of Meetings
9.5 Advance Notice
9.6 Particulars of Notice
9.7 Waiver of Notice
9.8 Notice of Documents
10 PROCEEDINGS AT GENERAL MEETINGS
10.1 Special Business
10.2 Need for Quorum
10.3 Quorum
10.4 Lack of Quorum
10.5 Chairman
PART ARTICLE SUBJECT
10.6 Alternate Chairman
10.7 Adjournments
10.8 Moving and Seconding
10.9 Show of Hands or Poll
10.10 Casting Vote Provision
10.11 Taking a Poll
10.12 Retention of Ballots
10.13 Casting of Votes on a Poll
10.14 Ordinary Resolution Sufficient
11 VOTING OF MEMBERS
11.1 Number of Votes
11.2 Persons in Representative Capacity
11.3 Corporate Member
11.4 Joint Holders
11.5 Committee for a Member
11.6 Appointment of Proxyholders
11.7 Execution of Form of Proxy
11.8 Deposit of Proxy
11.9 Form of Proxy
11.10 Validity of Proxy Vote
11.11 Revocation of Proxy
12 DIRECTORS
12.1 Number of Directors
12.2 Remuneration and Expenses
12.3 Qualification
13 ELECTION AND REMOVAL OF DIRECTORS
13.1 Election at Annual General Meetings
13.2 Eligibility of Retiring Director
13.3 Continuance of Directors
13.4 Election of Fewer than Required
Number of Directors
13.5 Filling a Casual-Vacancy
13.6 Additional Directors
13.7 Alternate Directors
13.8 Termination of Directorship
13.9 Removal of Directors
14 POWERS AND DUTIES OF DIRECTORS
14.1 Management of Business
14.2 Appointment of Attorney
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PART ARTICLE SUBJECT
15 DISCLOSURE OF INTEREST OF DIRECTORS
15.1 Disclosure of Conflicting Interest
15.2 Director May Hold Other Office
15.3 Director Acting in Professional
Capacity
15.4 Director Receiving Remuneration From
Others
16 PROCEEDINGS OF DIRECTORS
16.1 Chairman of Meetings
16.2 Procedure at Meetings
16.3 Meetings by Conference Telephone
16.4 Notice of Meeting
16.5 Waiver of Notice of Meetings
16.6 Quorum
16.7 Continuing Directors may Act
16.8 Validity of Acts of Directors
16.9 Resolution in Writing Effective
17 EXECUTIVE AND OTHER COMMITTEES
17.1 Appointment of Executive Committee
17.2 Appointment of Committees Generally
17.3 Audit Committee
17.4 Procedure at Meetings
18 OFFICERS
18.1 President and Secretary Required
18.2 Holding More Than One Office
18.3 Remuneration
18.4 Functions
18.5 Disclosure of Conflicting Interest
19 INDEMNITY AND PROTECTION OF
DIRECTORS, OFFICERS AND EMPLOYEES
19.1 Indemnification of Directors
19.2 Indemnification of Officers,
Employees, Agents
19.3 Indemnification not Invalidated by
Non-compliance
19.4 Company may Purchase Insurance
19.5 Duty to Act Honestly, etc.
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PART ARTICLE SUBJECT
20 DIVIDENDS AND RESERVES
20.1 Declaration of Dividends
20.2 Date Dividend Payable
20.3 Proportionate to Number of Shares
20.4 Reserves
20.5 Receipts from Joint Holders
20.6 No Interest on Dividends
20.7 Payment of Dividends
20.8 Capitalization of Retained Earnings
or Surplus
21 DOCUMENTS, RECORDS AND REPORTS
21.1 Documents to be Kept
21.2 Accounts to be Kept
21.3 Inspection of Accounts
21.4 Financial Statements and Reports
21.5 Copies to Members
22 NOTICES
22.1 Method of giving Notice
22.2 Notice to Joint Holder
22.3 Notice to Personal Representative
22.4 Persons to Receive Notice
23 RECORD DATES
23.1 Directors May Fix Record Dates
23.2 When Record Date Not Fixed
24 SEAL
24.1 Authority to Affix Seal
24.2 Facsimile Signatures
24.3 Reproduction of Seal
24.4 Official Seal for Other Jurisdictions
25 PROHIBITIONS IF NOT A REPORTING COMPANY
25.1 Prohibitions
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PROVINCE OF BRITISH COLUMBIA
COMPANY ACT
ARTICLES
OF
TITAN TRADING ANALYTICS INC.
PART 1
INTERPRETATION
1.1. In these Articles, unless there is something in the
subject or context inconsistent therewith:
"Board" and "the Directors" or "the directors" or "the
Board of Directors" mean the Directors or sole Director of
the Company for the time being;
"Company Act" means the Company Act of the Province of
British Columbia as from time to time in force and all
amendments thereto and includes the regulations made
pursuant thereto;
"Interpretation Act" means the Interpretation Act of the
Province of British Columbia as and from time to time in
force and all amendments thereto and includes the
regulations made pursuant thereto;
"proxyholder" means a person duly appointed
registered holder to represent him at a meeting;
"registered address" of a member or registered holder
means his address as recorded in the register of members;
"registered owner" or "registered holder" when used with
respect to a share in the authorized capital of the
Company means the person registered in the register of
members in respect of such share;
"seal" means the common seal of the Company.
Expressions referring to writing shall be construed as including
references to printing, lithography, typewriting, photography and
other modes of representing or reproducing words in a visible form.
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Words importing the singular include the plural and vice versa; and
words importing male persons include female persons and words
importing individuals shall include corporations and vice versa.
1.2. The meaning of any words or phrases defined in the
Company Act and the Interpretation Act shall, if not inconsistent
with definitions herein or with the subject or context, bear the
same meaning in these Articles provided that in the event of any
conflict or inconsistency between the Company Act and the
Interpretation Act, the former shall govern.
1.3. Except as may be otherwise provided expressly or by
necessary implication in the Company Act, the rules of construction
contained in the Interpretation Act shall apply, with the necessary
changes and so far as applicable, to the interpretation of these
Articles.
PART 2
SHARES AND SHARE CERTIFICATE
2.1. Every member is entitled without charge, to one
certificate representing the shares of each class or series held by
him. If a member requests the Company to issue to him more than
one share certificate for any shares of the same class or series
registered in his name, the Directors may prescribe the fee to be
paid for each additional certificate. In respect of a share or
shares held jointly by several persons, the Company shall not be
bound to issue more than one certificate, and delivery of a
certificate for a share to one of several joint registered holders
or to his duly authorized agent shall be sufficient delivery to
all; and provided further that the Company shall not be bound to
issue certificates representing redeemable shares, if such shares
are to be redeemed within one month of the date on which they were
allotted. Any share certificate may be sent through the mail by
registered prepaid mail to the member entitled thereto at his
registered address, and neither the Company nor any transfer agent
shall be liable for any loss occasioned to the member owing to any
such share certificate so sent being lost in the mail, stolen or
destroyed
2.2. If a share certificate:
(i) is worn out or defaced, the Company shall, upon
production to it of the said certificate and
upon such other terms, if any, as the Directors
prescribe, order the said certificate to be
cancelled and shall issue a new certificate in
replacement thereof; or
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(ii) is lost, stolen or destroyed, then, upon proof
thereof to the satisfaction of the Directors
and upon such indemnity, if any, as the
Directors deem adequate being given, a new
share certificate in lieu thereof shall be
issued to the person entitled to such lost,
stolen or destroyed certificate.
Such sum, not exceeding the amount permitted by the Company Act, as
the Directors may from time to time fix, shall be paid to the
Company for each certificate to be issued under this Article.
2.3. Save in the case of the personal representatives of a
deceased member, the Directors may refuse to register more than
three persons as the joint holders of a share.
2.4. Every share certificate shall be signed manually by at
least one officer or Director of the Company, or by or on behalf of
a registrar, branch registrar, transfer agent or branch transfer
agent of the Company and any additional signatures may be printed
or otherwise mechanically reproduced and, in such event, a
certificate so signed is as valid as if signed manually,
notwithstanding that any person whose signature is so printed or
mechanically reproduced shall have ceased to hold the office that
he is stated on such certificate to hold at the date of the issue
of a share certificate.
2.5. Except as required by law or these Articles, no person
shall be recognized by the Company as holding any share upon any
trust, and the Company shall not be bound by or compelled in any
way to recognize (even when having notice thereof) any equitable,
contingent, future or partial interest in any share or in any
fractional part of a share or (except only as by law or these
Articles provided or as ordered by a court of competent
jurisdiction) any other rights in respect of any share except an
absolute right to the entirety thereof in its registered holder.
PART 3
ISSUE OF SHARES
3.1. Subject to the Company Act, the Memorandum and these
Articles and to the rights of holders of issued shares arising
under the Company Act or otherwise, the shares shall be under the
control of the Directors who may issue, allot, sell or otherwise
dispose of, and/or grant options on or otherwise deal in, shares
authorized but not outstanding, and outstanding shares (including
shares purchased or redeemed by the Company but not cancelled) held
by the Company, at such times, to such persons (including
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Directors), in such manner, upon such terms and conditions, and at
such price or for such consideration, as they may determine.
3.2. The Directors may authorize the issue of share purchase
or subscription warrants to the purchasers or holders of any debt
obligations or other evidences of indebtedness or other obligations
or shares of the Company, upon such terms and subject to such
restrictions as they may determine.
3.3. Subject to the provisions of the Company Act, the
Company, or the Directors on behalf of the Company, may pay a
commission or allow a discount to any person in consideration of
his subscribing or agreeing to subscribe, whether absolutely or
conditionally, for any shares in, or securities of, the Company, or
procuring or agreeing to procure subscriptions, whether absolutely
or conditionally, for any such shares or securities, provided that,
if the Company is not a specially limited company, the rate of the
commission and discount shall not in the aggregate exceed 25 per
centum of the amount of the subscription price of such shares. The
Directors may also on any issue or sale of shares or other
securities cause the Company to pay such brokerage as may be
lawful.
3.4. Subject to the exceptions permitted by the Company Act,
no share may be issued until it is fully paid and the Company shall
have received the full consideration therefor in cash, property or
past services actually performed for the Company. The value of
property or services for the purpose of this Article shall be the
amount determined by the Directors by resolution to be, in all
circumstances of the transaction, no greater than the fair market
value thereof.
3.5. If the Company is, or becomes, a company which is not a
reporting company and the Directors are required by the Company Act
before allotting any shares to offer them pro rata to the members,
the Directors shall, before allotting any shares, comply with the
applicable provisions of the Company Act.
PART 4
SHARE REGISTERS
4.1. The Company shall keep or cause to be kept a register of
members, a register of transfers and a register of allotments
within British Columbia, all as required by the Company Act, and
may combine one or more of such registers. If the Company's
capital shall consist of more than one class or series of shares
a separate register of members, register of transfers and register
of allotments may be kept in respect of each class or series of
shares. The Directors may appoint a trust company to keep the
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register of members, register of transfers and register of
allotments or, if there is more than one class or series of shares,
the Directors may appoint a trust company, which need not be the
same trust company, to keep the register of members, the register
of transfers and the register of allotments for each class or
series of shares. The Directors may also appoint one or more trust
companies, including the trust company which keeps the said
registers of its shares or of a class or series thereof, as
transfer agent or branch transfer agent for its shares or a class
or series thereof, as the case may be, and the same or another
trust company or companies as registrar for its shares or a class
or series thereof, as the case may be. The Directors may terminate
the appointment of any trust company referred to in this Article or
in Article 4.2 at any time and may appoint another trust company in
its place.
4.2. Subject to the Company Act, the Company may keep or
cause to be kept branch registers of members at such places as the
Directors may determine, provided that any such branch register
kept within British Columbia shall be kept by a trust company.
4.3. The Company shall not at any time close its register of
members.
PART 5
TRANSFER AND TRANSMISSION OF SHARES
5.1. Subject to the Memorandum and these Articles, any member
may transfer any of his shares by instrument in writing executed by
or on behalf of such member. The instrument of transfer of any
share of the Company shall be in the form, if any, on the back of
the Company's share certificates or in any usual or common form or
in such other form as the Directors may from time to time approve.
Except to the extent that the Company Act may otherwise provide,
the transferor shall be deemed to remain the holder of the shares
until the name of the transferee is entered in the register of
members or a branch register of members in respect thereof.
5.2. The signature of the registered owner-of any shares, or
of his duly authorized attorney, upon an authorized instrument of
transfer delivered to the Company shall constitute a complete and
sufficient authority to the Company, its Directors, officers and
agents to register, in the name of the transferee as named in the
instrument of transfer, the number of shares specified therein or,
if no number is specified, all the shares of the registered owner
represented by share certificates deposited with the instrument of
transfer. If no transferee is named in the instrument of transfer,
the instrument of transfer shall constitute a complete and
sufficient authority to the Company, its directors, officers and
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agents to register, in the name of the person on whose behalf any
certificate for the shares to be transferred is deposited with the
Company for the purpose of having the transfer registered, the
number of shares specified in the instrument of transfer or, if no
number is specified, all the shares represented by all share
certificates deposited with the instrument of transfer.
5.3. Neither the Company nor any Director, officer or agent
thereof shall be bound to inquire into the title of the person
named in the form of transfer as transferee, or, if no person is
named therein as transferee, of the person on whose behalf the
certificate is deposited with the Company for the purpose of having
the transfer registered or be liable to any claim by such
registered owner or by any intermediate owner or holder of the
certificate or of any of the shares represented thereby or any
interest therein for registering the transfer, and the transfer,
when registered, shall confer upon the person in whose name the
shares have been registered a valid title to such shares.
5.4. Every instrument of transfer shall be executed by the
transferor and left at the registered office of the Company or at
the office of its transfer agent or branch transfer agent or
registrar or branch registrar for the shares to be transferred for
registration together with the share certificate for the shares to
be transferred and such other evidence, if any, as the Directors or
the transfer agent or branch transfer agent or registrar or branch
registrar may require to prove the title of the transferor or his
right to transfer the shares and the right of the transferee to
have the transfer registered. All instruments of transfer or a
photographic reproduction thereof, if the transfer is registered,
shall be retained by the Company or its transfer agent or branch
transfer agent or registrar or branch registrar and any instrument
of transfer, if the transfer is not registered, shall be returned
to the person depositing the same together with the share
certificate which accompanied the same when tendered for
registration.
5.5. There shall be paid to the Company in respect of the
registration of any transfer such sum, if any, as the Directors may
from time to time determine.
5.6. In the case of the death of a member, the survivors
where the deceased was a joint registered holder, and the personal
representatives of the deceased where he was the sole registered
holder, shall be the only persons recognized by the Company as
having any title to the deceased's interest in the shares
registered in his name. Before recognizing any personal
representative the Directors may require him to deliver to the
Company the documents required by the Company Act and such other
evidence as the Directors may require of the personal
representative's appointment, including a grant of probate, letters
of administration or other similar documentation from the
jurisdiction in which the shares are to be transferred, and of the
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payment or satisfaction of all taxes, duties, fees and other
similar assessments payable to any governmental authority of any
applicable jurisdiction with respect to the shares arising out of
the member's death.
5.7. A guardian, committee, trustee, curator, tutor, personal
representative or trustee in bankruptcy of a member, although not
a member himself, shall have the same rights, privileges and
obligations that attach to the shares held by the member if the
documents and evidence referred in Article 5.6 are delivered to the
Company. This Article does not apply on the death of a member with
respect to shares registered in his name and the name of another
person in joint tenancy.
5.8. Any person referred to in Article 5.7 who becomes
entitled to shares of a member, upon the documents and evidence
referred to in Article 5.6 being delivered to the Company, has the
right either to be registered as a member in his representative
capacity in respect of such shares, or, if he is a personal
representative, instead of being registered himself, to make such
transfer of the shares as the member could have made; but the
Directors shall, as regards a transfer by any such person, have the
same right, if any, to decline registration of a transferee as they
would have in the case of a transfer of the shares by the member.
PART 6
ALTERATION OF CAPITAL
6.1. The Company may by ordinary resolution amend its
Memorandum to increase the authorized capital of the Company by:
(i) creating shares with par value or shares
without par value, or both;
(ii) increasing the number of shares with par value
or shares without par value, or both; or
(iii) increasing the par value of a class of shares
with par value, if no shares of that class are
issued.
6.2 The Company may be special resolution alter its
Memorandum to subdivide, consolidate, change from shares with par
value to shares without par value, or from shares without par value
to shares with par value, or change the designation of, all or any
of its shares but only to such extent, in such manner and with such
consents of members holding a class or series of shares which is
the subject of or affected by such alteration, as the Company Act
provides.
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6.3. The Company may alter its Memorandum or these Articles
by such resolution as is permitted by the Company Act and by
otherwise complying with any applicable provisions of the
Memorandum or these Articles, to create, define and attach special
rights or restrictions to any shares and to vary or abrogate any
special rights and restrictions attached to any shares.
6.4. No right or special right attached to the issued shares
of any class or series shall be prejudiced or interfered with
unless the consents of the holders of the shares of each such class
or series required by the Company Act are obtained.
Notwithstanding such consent, no right or special right attached to
any issued shares shall be prejudiced or interfered with as to any
part of issued shares of any class or series unless the holders of
the rest of the issued shares of such class or series either all
consent thereto in writing or consent thereto by a resolution
passed by the votes of members holding three-fourths of the rest of
such class or series.
6.5. Subject to the Company Act, and unless these Articles or
the Memorandum otherwise provide, the provisions of these Articles
relating to general meetings shall apply, with the necessary
changes and so far as they are applicable, to a class or series
meeting of members holding a particular class or series of shares
but the quorum at a class or series meeting shall be one person
holding in person or by proxy not less than one-third of the issued
shares of that class or series, as the case may be.
6.6. The Company may, by resolution of the Directors, alter
the Memorandum by canceling shares which are not allotted or
issued, or which are surrendered to the Company either by way of
gift or otherwise in accordance with the Company Act, and diminish
its authorized capital accordingly.
6.7. The rights, or special rights or restrictions attached
to the shares of any class or series shall, unless otherwise
expressly provided by the terms, if any, of such rights, or special
rights or restrictions be deemed not to be modified, abrogated,
varied or dealt with by the creation or issue of further shares
ranking pari passu therewith.
PART 7
PURCHASE AND REDEMPTION OF SHARES
7.1. Subject to the special rights and restrictions attached
to any shares, the Company may, by resolution of the Directors and
in compliance with the Company Act, purchase any of its shares at
the price and upon the terms specified in such resolution, or
redeem any of its shares which have a right of redemption attached
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to them. No such purchase or redemption shall be made if the
Company is insolvent at the time of the proposed purchase or
redemption or if the proposed purchase or redemption would render
the Company insolvent. Unless the shares are to be purchased
through a stock exchange or the Company is purchasing the shares
from dissenting members pursuant to the requirements of the Company
Act, or from a bona fide employee or former employee of the Company
or an affiliate of the Company or his personal representative in
respect of shares beneficially owned by such employee or former
employee, the Company shall, if required by the Company Act, make
its offer to purchase pro rata to every member who holds shares of
the class or series, as the case may be, to be purchased.
7.2. If the Company proposes at its option to redeem some but
not all of the shares of any class or series, the Directors may,
subject to the special rights and restrictions attached to the
shares of such class or series, decide the manner in which the
shares to be redeemed shall be selected, and, subject as aforesaid,
need not redeem pro rata.
7.3. Subject to the Company Act and the Memorandum, any
shares purchased or redeemed by the Company, if not cancelled, may
be sold or, if cancelled (but still in the Company's authorized
capital), may be reissued, but, while such shares which have not
been cancelled are held by the Company, it shall not exercise any
vote in respect of such shares and no dividend or other
distribution shall be paid or made thereon.
PART 8
BORROWING POWERS
8.1. Subject to the Company Act, the Directors may authorize
and cause the Company to:
(i) borrow money in such manner and amounts, on
such security, or without security, from such
sources and upon such terms and conditions as
they think fit;
(ii) guarantee the repayment of money by any other
person or the performance of any obligation of
any other person;
(iii) issue debt obligations, or other evidences of
obligations or indebtedness, either outright or
as security for any liability or obligation of
the Company or any other person;
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(iv) mortgage, charge, whether by way of specific or
floating charge, or both, or give other
security on the undertaking, or on the whole or
any part of the property and assets, of the
Company (both present and future); and
(v) for the purposes of the Special Corporate
Powers Act of the Province of Quebec and
without in any way limiting the powers
conferred upon the Company and the Directors by
the foregoing or by any other provisions of
these Articles, or by the Memorandum, or by the
Company Act, for the purpose of securing any
notes, bonds, debentures or debenture stock
which it is by law entitled to, issue,
hypothecate, mortgage or pledge, and cede and
transfer, any property, moveable or immovable,
present or future, which it may own in the
Province of Quebec.
8.2. Any debt obligations of the Company may be issued at a
discount, premium or otherwise, and with any special privileges as
to redemption, surrender, drawings, allotment of or conversion into
or exchange for shares or other securities, attending and voting at
general meetings of the Company, appointment or election of
Directors, or otherwise, and may by their terms be assignable free
from any equities between the Company and the person to whom they
are issued or any other person who subsequently acquires the same,
all as the Directors may determine.
8.3. The Company shall keep or cause to be kept within the
Province of British Columbia in accordance with the Company Act a
register of its debentures and a register of debentureholders,
which registers may be combined, and if there is more than one
series of debentures a separate register of debentures and
debentureholders may be kept in respect of each series. The
Directors may appoint a trust company to keep the register of
debentureholders. Subject to the Company Act, the Company may keep
or cause to be kept branch registers of its debentureholders at
such places as the Directors may determine, provided that any such
branch register kept within British Columbia shall be kept by a
trust company. The Directors may also appoint a trust company as
transfer agent or branch transfer agent for its debentures or a
series thereof. The Directors may terminate the appointment of any
such trust company at any time and may appoint another trust
company in its place.
8.4. Every debt obligation of the Company shall be signed
manually be at least one Director or officer of the Company or by
or on behalf of a trustee, registrar, branch registrar, transfer
agent or branch transfer agent for the debt obligation appointed by
the Company or under any instrument under which the debt obligation
is issued, or by or on behalf of a trustee who certifies it in
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accordance with a trust indenture, and any additional signatures
may be printed or otherwise mechanically reproduced thereon and, in
such event, a debt obligation so signed is as valid as if signed
manually notwithstanding that any person whose signature is so
printed or mechanically reproduced shall have ceased to hold the
office that he is stated on such debt obligation to hold at the
date of the issue thereof.
8.5. If the Company is or becomes a reporting company, the
Company shall keep or cause to be kept a register of its
indebtedness to every Director or officer of the Company or an
associate of any of them in accordance with the provisions of the
Company Act.
PART 9
GENERAL MEETINGS
9.1. Annual general meetings of the Company shall be held as
required by the Company Act at such time and place as is determined
by the Directors.
9.2. If the Company is, or becomes, a company which is not a
reporting company, and all the members entitled to attend and vote
at an annual general meeting consent in writing to all the business
which is required or desired to be transacted at the meeting, the
meeting need not be held, and shall be deemed to have been held on
the date specified in such written consent, or, failing such a date
being specified, on the date all such members consent thereto. A
written consent for the purposes of this Article 9.2 may be given
by any method or means authorized by Article 16.9 for consenting in
writing to a resolution.
9.3. All general meetings other than annual general meetings
are herein referred to as and may be called extraordinary general
meetings or special general meetings.
9.4. The Directors may, whenever they think fit, convene a
special general meeting. A special general meeting, if
requisitioned in accordance with the Company Act, shall be convened
by the Directors or, if not convened by the Directors, may be
convened by the requisitionists as provided in the Company Act.
9.5. If the Company is or becomes a reporting company,
advance notice of any general meeting at which Directors are to be
elected shall be published in the manner required by the Company
Act.
9.6. A notice convening a general meeting specifying the
place, the day, and the hour of the meeting, and, in case of
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special business, the general nature of that business, shall be
given as provided in the Company Act and in the manner hereinafter
in these Articles mentioned, or in such other manner (if any) as
may be prescribed by ordinary resolution, whether previous notice
thereof has been given or not, to such persons as are entitled by
law or under these Articles to receive such notice from the
Company. Accidental omission to give notice of a meeting to, or
the non-receipt of notice of a meeting, by any member shall not
invalidate the proceedings at that meeting.
9.7. All the members of the Company entitled to attend and
vote at a general meeting may, by unanimous consent in writing
given before, during or after the meeting, or if they are present
at the meeting by a unanimous vote, waive or reduce the period of
notice of such meeting and an entry in the minute book of such
waiver or reduction shall be sufficient evidence of the due
convening of the meeting. A consent in writing for the purposes of
this Article 9.7 may be given by any method or means authorized by
Article 16.9 for consenting in writing to a resolution.
9.8. Except as otherwise provided by the Company Act, where
any special business at a general meeting includes considering,
approving, ratifying, adopting or authorizing any document or the
execution thereof or the giving of effect thereto, the notice
convening the meeting shall, with respect to such document, be
sufficient if it states that a copy of the document is or will be
available for inspection by members at the registered office or
records office of the Company or at some other place in British
Columbia designated in the notice during usual business hours on
specified dates prior to the date of such meeting.
PART 10
PROCEEDINGS AT GENERAL MEETINGS
10.1. All business shall be deemed special business which is
transacted at:
(i) a special general meeting other than the
conduct of and voting at, such meeting; and
(ii) an annual general meeting, with the exception
of the conduct of, and voting at, such meeting,
the consideration of the financial statement
and of the respective reports of the Directors
and Auditor, fixing or changing the number of
Directors, electing Directors, appointing the
Auditor, fixing the remuneration of the Auditor
and the Directors if applicable, and such
business as by these Articles or the Company
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Act may be transacted at a general meeting
without prior notice thereof being given to the
members and any business which is brought under
consideration by the report of the Directors.
10.2. No business, other than election of the chairman or the
adjournment of the meeting, shall be transacted at any general
meeting unless a quorum of members, entitled to attend and vote, is
present at the commencement of the meeting, but the quorum need not
be present throughout the meeting.
10.3. Save as herein otherwise provided, a quorum for a
meeting shall be two persons present and being, or representing by
proxy, members holding not less than one-twentieth of the issued
shares entitled to be voted at the meeting. If there is only one
member the quorum is one person present and being, or representing
by proxy, such member. The Directors, the Secretary, an Assistant
Secretary and a solicitor of the Company shall be entitled to
attend at any general meeting but no such person shall be counted
in the quorum or vote at any meeting unless he shall be a member or
proxyholder entitled to vote thereat.
10.4. If within half an hour from the time appointed for a
general meeting a quorum is not present, the meeting, if convened
upon the requisition of members, shall be dissolved. In any other
case it shall stand adjourned to the same day in the next week, at
the same time and place, and, if at the adjourned meeting a quorum
is not present within half an hour from the time appointed for the
meeting, the person or persons present and being, or representing
by proxy, a member or members entitled to attend and vote at the
meeting shall be a quorum.
10.5. The Chairman of the Board, if any, or in his absence the
President of the Company or in his absence a Vice-President of the
Company, if any, shall be entitled to preside as chairman at every
general meeting of the Company.
10.6. If at any general meeting neither the Chairman of the
Board nor President nor a Vice-President is present within fifteen
minutes after the time appointed for holding the meeting or is
willing to act as chairman, the Directors present shall choose some
one of their number to be chairman, or if all the persons occupying
the said offices shall have advised the Secretary or an Assistant
Secretary that they will not be present at a meeting, the Directors
present shall choose one of their number to be chairman or if no
Director is present, the members and proxyholders present may
choose one of their number to be a chairman. If a person willing
to act is not chosen as chairman in accordance with these
provisions within 45 minutes after the time appointed for holding
the meeting, the meeting shall be dissolved.
10.7. The chairman may and shall, if so directed by the
meeting, adjourn a meeting from time to time and from place to
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place, but no business shall be transacted at any adjourned meeting
other than the business left unfinished at the meeting from which
the adjournment took place. When a meeting is adjourned for thirty
days or more, notice, but not, "advance notice" referred to in
Article 9.5, of the adjourned meeting shall be given as in the case
of an original meeting. Save as aforesaid, it shall not be
necessary to give any notice of an adjourned meeting or of the
business to be transacted at an adjourned meeting.
10.8. No motion proposed at a general meeting need be
seconded, and the chairman, a director, a member or a proxyholder
may propose or second a motion.
10.9. Subject to the provisions of the Company Act, at any
general meeting a resolution put to the vote of the meeting shall
be decided on a show of hands, unless (before or on the declaration
of the result of the show of hands) a poll is directed by the
chairman or demanded by at least one member or proxyholder entitled
to vote who is present. The chairman shall declare to the meeting
the decision on every question in accordance with the result of the
show of hands or the poll, and such decision shall be entered in
the book of proceedings of the Company. A declaration by the
chairman that a resolution has been carried, or carried
unanimously, or by a particular majority, or lost or not carried by
a particular majority and an entry to that effect in the book of
the proceedings of the Company shall be conclusive evidence of the
fact, without proof of the number or proportion of the votes
recorded in favour of, or against, that resolution.
10.10. In the case of an equality of votes, whether on a show
of hands or on a poll, the chairman of the meeting at which the
show of hands takes place or at which the poll is demanded shall
not be entitled to a second or casting vote.
10.11. No poll may be demanded on the election of a chairman.
A poll demanded on a question of adjournment shall be taken
forthwith. A poll demanded on any other question shall be taken as
soon as, in the opinion of the chairman, is reasonably convenient,
but in no event later than seven days after the meeting and at such
time and place and in such manner as the chairman of the meeting
directs. The result of the poll shall be deemed to be the
resolution of and passed at the meeting at which the poll was
demanded. Any business other than that upon which the poll has
been demanded may be proceeded with pending the taking of the poll.
A demand for a poll may be withdrawn. In any dispute as to the
admission or rejection of a vote the decision of the chairman made
in good faith shall be final and conclusive. In the event of a
poll by mail, the seven days limit hereinbefore prescribed shall be
deemed to be satisfied if the ballot is mailed within seven days
and specifies a date by which completed ballots must be received to
be counted in the poll that date being such date as the chairman in
the reasonable exercise of his discretion thinks is appropriate,
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but being in no event later than twenty-one days after the mailing
of the ballot form.
10.12. Every ballot cast upon a poll and every proxy appointing
a proxyholder who casts a ballot upon a poll shall be retained by
the Secretary for such period and be subject to such inspection as
the Company Act may provide.
10.13. On a poll a person entitled to cast more than one vote
need not, if he votes, use all his votes or cast all the votes he
uses in the same way.
10.14. Unless the Company Act, the Memorandum or these Articles
otherwise provide, any action to be taken by a resolution of the
members may be taken by an ordinary resolution.
PART 11
VOTES OF MEMBERS
11.1. Subject to any special voting rights or restrictions
attached to any shares and the restrictions on joint registered
holders of shares, on a show of hands every member who is present
in person at a meeting and entitled to vote thereat shall have one
vote and on a poll every member shall have one vote for each share
entitled to be voted at the meeting of which he is the registered
holder and may exercise such vote either in person or by
proxyholder. A proxyholder shall not have the right to vote on a
show of hands unless he is a member entitled to vote at the meeting
on a show of hands.
11.2. Any person who is not registered as a member but is
entitled to vote at any meeting in respect of a share, may vote the
share in the same manner as if he were a member; but, unless the
Directors have previously admitted his right to vote at that
meeting in respect of the share, he shall satisfy the Directors or
the Secretary of his right to vote the share before the time for
holding the meeting, or adjourned meeting, as the case may be, at
which he proposes to vote, and unless he shall so satisfy the
Directors or the Secretary he shall not be entitled to vote that
share.
11.3. Any corporation not being a subsidiary which is a member
of the Company may authorize such person as it thinks fit to act as
its representative at any meeting. The person so authorized shall
be entitled to exercise in respect of and at such meeting the same
powers on behalf of the corporation which he represents as that
corporation could exercise if it were an individual member of the
Company personally present, including, without limitation, the
right to appoint a proxyholder to represent such corporation, and
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shall, if present at the meeting, be counted for the purpose of
forming a quorum and be deemed to be a member present at the
meeting. Evidence of the appointment of any such representative
may be sent to the Company by written instrument, telegram, telex
or any method of transmitting legibly recorded messages.
Notwithstanding the foregoing, a corporation being a member and
entitled to vote may appoint a proxyholder.
11.4. In the case of joint registered holders of a share the
vote of the senior who exercises a vote, whether in person or by
proxyholder, shall be accepted to the exclusion of the votes of the
other joint registered holders; and for this purpose seniority
shall be determined by the order in which the names stand in the
register of members, the person whose name stands first being
senior to the person whose name stands second, and so on. Several
legal personal representatives of a deceased member whose shares
are registered in his sole name shall for the purpose of this
Article be deemed joint registered holders.
11.5. A member of unsound mind entitled to attend and vote, in
respect of whom an order has been made by any court having
jurisdiction, may vote, whether on a show of hands or on a poll, by
his committee, curator bonis, or other person in the nature of a
committee or curator bonis appointed by that court, and any such
committee, curator bonis, or other person may appoint a
proxyholder.
11.6. A member holding more than one share in respect of which
he is entitled to vote shall be entitled to appoint one or more,
but not more than three, proxyholders to attend, act and vote for
him on the same occasion. If such a member should appoint more
than one proxyholder for the same occasion he shall specify the
number of shares each proxyholder shall be entitled to vote. A
member may also appoint one or more alternate proxyholders to act
in the place and stead of an absent proxyholder.
11.7. A proxy shall be in writing under the hand of the
appointor or of his attorney duly authorized in writing, or, if the
appointor is a corporation, either under the seal of the
corporation or under the hand of a duly authorized officer or
attorney. A proxyholder need not be a member of the Company.
11.8. Unless otherwise permitted by the Directors, a proxy and
the power of attorney or other authority, if any, under which it is
signed or a notarially certified copy thereof shall be deposited at
the registered office of the Company or at such other place as is
specified for that purpose in the notice convening the meeting, not
less than 48 hours (excluding Saturdays and holidays) before the
time for holding the meeting in respect of which the person named
in the instrument is appointed. In addition to any other method of
depositing proxies provided for in these Articles, the Directors
may, subject to the Company Act, make regulations relating to the
depositing of proxies at any place or places and fixing the time or
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times for depositing the proxies prior to the meeting or adjourned
meeting at which they are to be used and providing for particulars
of such proxies to be sent to the Company or any agent of the
Company in writing or by letter, telegram, telex or any method of
transmitting legibly recorded messages so as to arrive before the
commencement of the meeting or adjourned meeting at the office of
the Company or of any agent of the Company appointed for the
purpose of receiving such particulars and providing that proxies so
deposited may be acted upon as though the proxies themselves were
deposited as required by this Part and votes given in accordance
with such regulations shall be valid and shall be counted.
11.9. Unless the Company Act or any other statute or law which
is applicable to the Company or to any class of its shares requires
any other form of proxy, a proxy, whether for a specified meeting
or otherwise, shall be in the form following, but may also be in
any other form that the Directors or the chairman of the meeting
shall approve:
PROXY
The undersigned, being a member
of ________________________________,
hereby appoints ___________________,
or failing him, _________________, as
proxyholder for the undersigned to attend,
act and vote for and on behalf of the
undersigned at the annual or extraordinary
(as the case may be) general meeting of the
Company to be held on the ________ day of
______________, 19___ and at any adjournment
thereof.
Signed this ________________ day of
______________, 19___.
_____________________________________
(Signature of member)
11.10. A vote given in accordance with the terms of a proxy is
valid notwithstanding the previous death or incapacity of the
member giving the proxy or the revocation of the proxy or of the
authority under which the form of proxy was executed or the
transfer of the share in respect of which the proxy is given,
provided that no notification in writing of such death, incapacity,
revocation or transfer shall have been received by the chairman of
the meeting or adjourned meeting for which the proxy was given
before the vote is taken.
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11.11 Every proxy may be revoked by an instrument in writing:
(i) executed by the member giving the same or by
his attorney authorized in writing or, where
the member is a corporation, by a duly
authorized officer or attorney of the
corporation; and
(ii) delivered either at the registered office of
the Company at any time up to and including the
last business day preceding the day of the
meeting, or any adjournment thereof at which
the proxy is to be used, or to the chairman of
the meeting on the day of the meeting or any
adjournment thereof before any vote in respect
of which the proxy is to be used shall have
been taken,
or in any other manner provided by law.
PART 12
DIRECTORS
12.1. If the Company is an amalgamated Company, the first
Directors shall be the persons so specified in the amalgamation
agreement. The Directors to succeed the first Directors, after
incorporation of the Company, may be appointed in writing by a
majority of the subscribers to the Memorandum or at a meeting of
the subscribers, or if not so appointed, they shall be elected by
the members entitled to vote on the election of Directors and the
number of Directors shall be the same as the number of Directors so
appointed or elected. The number of Directors, excluding
additional Directors, may be fixed or changed from time to time by
ordinary resolution, whether previous notice thereof has been given
or not, but notwithstanding anything contained in these Articles
the number of Directors shall never be less than one or, if the
Company is or becomes a reporting company, less than three.
12.2. The remuneration of the Directors as such may from time
to time be determined by the Directors or, if the Directors shall
so decide, by the members. Such remuneration may be in addition to
any salary or other remuneration paid to any officer or employee of
the Company as such who is also a Director. The Directors shall be
repaid such reasonable travelling, hotel and other expenses as they
incur in and about the business of the Company (including, if
authorized by resolution of the Directors in respect of the
Directors generally, those incurred in attending meetings of the
Directors or of any committees of the Directors) and if any
Director shall perform any professional or other services for the
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Company that in the opinion of the Directors are outside the
ordinary duties of a Director or shall otherwise be specially
occupied in or about the Company's business, he may be paid a
remuneration to be fixed by the Board, or, at the option of such
Director, by the Company in general meeting, and such remuneration
may be either in addition to, or in substitution for any other
remuneration that he may be entitled to receive. The Directors on
behalf of the Company, unless otherwise determined by ordinary
resolution, may pay a gratuity or pension or allowance on
retirement to any Director who has held any salaried office or
place of profit with the Company or to his spouse or dependents and
may make contributions to any fund and pay premiums for the
purchase or provision of any such gratuity, pension or allowance.
12.3. A Director shall not be required to hold a share in the
capital of the Company as qualification for his office but shall be
qualified as required by the Company Act, to become or act as a
Director.
PART 13
ELECTION AND REMOVAL OF DIRECTORS
13.1. At each annual general meeting of the Company all the
Directors shall retire and the members entitled to vote thereat
shall elect a Board of Directors consisting of the number of
Directors for the time being fixed pursuant to these Articles. If
the Company is, or becomes, a company that is not a reporting
company and the business to be transacted at any annual general
meeting is consented to in writing by all the members who are
entitled to attend and vote thereat such annual general meeting
shall be deemed for the purpose of this Part to have been held on
such written consent becoming effective.
13.2. A retiring Director shall be eligible for re-election.
13.3. Where the Company fails to hold an annual general
meeting in accordance with the Company Act, the Directors then in
office shall be deemed to have been elected or appointed as
Directors on the last day on which the annual general meeting could
have been held pursuant to these Articles and they may hold office
until other Directors are appointed or elected or until the day on
which the next annual general meeting is held.
13.4. If at any general meeting at which there should be an
election of Directors, the places of any of the retiring Directors
are not filled by such election, such of the retiring Directors who
are not re-elected as may be requested by the newly-elected
Directors shall, if willing to do so, continue in office to
complete the number of Directors for the time being fixed pursuant
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to these Articles until further new Directors are elected. If any
such election or continuance of Directors does not result in the
election or continuance of the number of Directors for the time
being fixed pursuant to these Articles such number shall be fixed
at the number of Directors actually elected or continued in office.
If no Directors are elected at such meeting the retiring Directors
shall be deemed to have been re-elected, but nothing herein shall
prohibit or restrict the right of a Director to resign.
13.5. Subject to Article 16.7, any casual vacancy occurring in
the Board of Directors may be filled by the remaining Directors or
Director.
13.6. Between successive annual general meetings the Board of
Directors shall itself have power to appoint one or more additional
Directors of the Company but the number of Directors so appointed
shall not at any time exceed one-third of the number of Directors
elected at the last general meeting at which Directors were
elected. Any Director so appointed shall hold office only until
the next following annual general meeting of the Company, but shall
be eligible for election at such meeting and so long as he is an
additional Director the number of Directors shall be increased
accordingly.
13.7. Any Director may by instrument in writing delivered to
the Company appoint any person to he his alternate to act in his
place at meetings of the Directors at which he is not present
unless the Directors shall have reasonably disapproved the
appointment of such person as an alternate Director and shall have
given notice to that effect to the Director appointing the
alternate Director within a reasonable time after delivery of such
instrument to the Company. Every such alternate shall be entitled
to notice of meetings of the Directors and to attend, be counted in
the quorum and vote as a Director at a meeting at which the person
appointing him is not personally present, and, if the alternate is
a Director in his own right, to be separately counted in the
determination of a quorum on behalf of the Director or Directors he
is representing and to have a separate vote on behalf of the
Director or Directors he is representing. Every such alternate, to
the extent not restricted by the instrument appointing him, may
sign on behalf of the Director or Directors who appointed him,
resolutions submitted to the Directors to be consented to in
writing, as referred to in Article 16.9, and shall be deemed to be
a Director for the purposes of so signing such resolutions. Save
as aforesaid or as expressly otherwise provided in these Articles,
an alternate Director shall not generally have the power to act as
a Director. A Director may at any time by instrument in writing
revoke the appointment of an alternate appointed by him. The
remuneration if any payable to such an alternate Director shall be
payable out of the remuneration of the Director appointing him.
The appointment or revocation of the appointment of an alternate
Director may be by telegram, telex or any method of transmitting
legibly recorded messages delivered to the Company.
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13.8. In addition to the provisions of Article 13.1 and
Article 13.9, a Director shall cease to hold office if he:
(i) resigns his office by notice in writing
delivered to the registered office of the
Company; or
(ii) is convicted of an indictable offence and the
other Directors shall have resolved to remove
him; or
(iii) ceases to be qualified to act as a Director
pursuant to the Company Act.
The appointment of an alternate Director shall terminate if:
(i) the Director who appointed him at any time or
by notice to the Company revokes his
appointment; or
(ii) he resigns by notice to the Company; or
(iii) the Director who appointed him ceases for any
reason to be a Director; or
(iv) he is convicted of an indictable offence and
the other Directors shall have resolved to
remove him; or
(v) he ceases to hold the qualifications necessary
for a Director pursuant to the Company Act; or
(vi) the term of his appointment, if any, expires.
13.9. The Company may by special resolution remove any
Director before the expiration of his period of office, and may by
an ordinary resolution appoint another person in his stead.
PART 14
POWERS AND DUTIES OF DIRECTORS
14.1. The Directors shall manage, or supervise the management
of, the affairs and business of the Company and shall have the
authority to exercise all such powers of the Company as are not, by
the Company Act or by the Memorandum or these Articles, required to
be exercised by the Company in general meeting.
14.2. The Directors may from time to time by power of attorney
or other instrument under the seal, appoint any person to be the
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attorney of the Company for such purposes, and with such powers,
authorities and discretions (not exceeding those vested in or
exercisable by the Directors under these Articles and excepting the
powers of the Directors relating to the constitution of the Board
and of any of its committees and the appointment or removal of
officers and the power to declare dividends) and for such period,
with such remuneration and subject to such conditions as the
Directors may think fit, and any such power of attorney or other
instrument may contain such provisions for the protection or
convenience of persons dealing with such attorney as the Directors
think fit. Any such attorney may be authorized by the Directors to
subdelegate all or any of the powers, authorities and discretions
for the time being vested in him.
PART 15
DISCLOSURE OF INTEREST OF DIRECTORS
15.1. A Director who:
(i) is, in any way, directly or indirectly
interested in an existing or proposed contract
or transaction with the Company; or
(ii) holds any office or possesses any property
whereby, directly or indirectly, a duty or
interest may be created to conflict with his
duty or interest as a Director,
shall declare the nature and extent of his interest in such
contract or transaction or of the conflict or potential conflict
with his duty and interest as a Director, as the case may be, in
accordance with the Company Act. A Director interested in a
contract or transaction as aforesaid shall be counted in the quorum
at a meeting of the Directors at which the proposed contract or
transaction is approved, if present at the meeting, and such
Director may vote in respect of the approval of the contract or
transaction. If he votes he may be liable to account for any
profit in accordance with the provisions of the Company Act.
15.2. A Director may hold any office or place of profit with
the Company (other than the office of auditor of the Company) in
addition to his office of Director for such period and on such
terms (as to remuneration or otherwise) as the Directors may
determine and no Director or intended Director shall be
disqualified by his office from contracting with the Company either
with regard to his tenure of any such other office or place of
profit or as vendor, purchaser or otherwise, and, subject to
compliance with the provisions of the Company Act, no contract or
transaction entered into by or on behalf of the Company in which a
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Director is in any way interested shall be liable to be voided by
reason thereof.
15.3. Subject to the Company Act, a Director or his firm may
act in a professional capacity for the Company (except as auditor
of the Company) and he or his firm shall be entitled to
remuneration for professional services as if he were not a
Director.
15.4. A Director may be or become a director or other officer
or employee of, or otherwise interested in, any corporation or firm
in which the Company may be interested as a shareholder or
otherwise, and, subject to compliance with the provisions of the
Company Act, such Director shall not be accountable to the Company
for any remuneration or other benefits received by him as director,
officer or employee of, or from his interest in, such other
corporation or firm.
PART 16
PROCEEDINGS OF DIRECTORS
16.1. The Chairman of the Board, if any, or in his absence,
the President shall preside as chairman at every meeting of the
Directors, or if there is no Chairman of the Board or neither the
Chairman of the Board nor the President is present within fifteen
minutes of the time appointed for holding the meeting or is willing
to act as chairman, or, if the Chairman of the Board, if any, and
the President have advised the Secretary that they will not be
present at the meeting, the Directors present shall choose one of
their number to be chairman of the meeting.
16.2. Subject to these Articles, the Directors may meet
together for the dispatch of business, adjourn and otherwise
regulate their meetings, as they think fit. Questions arising at
any meeting shall be decided by a majority of votes. In case of an
equality of votes the chairman shall not have a second or casting
vote. Meetings of the Board held at regular intervals may be held
at such place, at such time and upon such notice (if any) as the
Board may by resolution from time to time determine.
16.3. A Director may participate in a meeting of the Board or
of any committee of the Directors by means of conference telephones
or other communications facilities by means of which all Directors
participating in the meeting can hear each other and provided that
all such Directors agree to such participation. A Director
participating in a meeting in accordance with this Article shall be
deemed to be present at the meeting and to have so agreed and shall
be counted in the quorum therefor and be entitled to speak and vote
thereat.
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16.4. A Director may, and the Secretary or an Assistant
Secretary upon request of a Director shall, call a meeting of the
Board at any time. Reasonable notice of such meeting specifying
the place, day and hour of such meeting shall be given by mail,
postage prepaid, addressed to each of the Directors and alternate
Directors at his address as it appears on the books of the Company
or by leaving it at his usual business or residential address or by
telephone, telegram, telex, or any method of transmitting legibly
recorded messages. It shall not be necessary to give notice of a
meeting of Directors to any Director if such meeting is to be held
immediately following a general meeting at which such Director
shall have been elected or is the meeting of Directors at which
such Director is appointed.
16.5. Any Director or alternate Director may file with the
Secretary a document executed by him waiving notice of any past,
present or future meeting or meetings of the Directors being, or
required to have been, sent to him and may at any time withdraw
such waiver with respect to meetings held after such withdrawal.
After filing such waiver with respect to future meetings and until
such waiver is withdrawn no notice need be given to such Director
and, unless the Director otherwise requires in writing to the
Secretary, to his alternate Director of any meeting of Directors
and all meetings of the Directors so held shall be deemed not to be
improperly called or constituted by reason of notice not having
been given to such Director or alternate Director. A waiver as
aforesaid may be given by telegram, telex or other method of
transmitting legibly recorded messages.
16.6. The quorum necessary for the transaction of the business
of the Directors may be fixed by the Directors and if not so fixed
shall be that number of Directors that is a majority of the number
of Directors positions then fixed for the Company, whether or not
each position is filled.
16.7. The continuing Directors may act notwithstanding any
vacancy in their body, but, if and so long as their number is
reduced below the number that, pursuant to these Articles, is the
necessary quorum for meetings of the Directors, the continuing
Directors may act for the purpose of increasing the number of
Directors to that number, or of summoning a general meeting of the
Company, but for no other purpose.
16.8. Subject to the Company Act, all acts done by any meeting
of the Directors or of a committee of Directors, or by any person
acting as a Director, shall, notwithstanding that it be afterwards
discovered that there was some defect in the qualification,
election or appointment of any Director or person acting as
aforesaid, be as valid as if every such person had been duly
elected or appointed and was qualified to be a Director.
16.9. A resolution consented to in writing (which resolution
may be in counterparts which together shall be deemed to constitute
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one resolution in writing) whether by document, telegram, telex or
any method of transmitting legibly recorded messages or other
means, by all of the Directors shall be as valid and effectual as
if it had been passed at a meeting of the Directors duly called and
held on the date, expressly or by necessary implication stated
thereon to be the effective date of the passage or adoption of the
resolution. In the event of counterparts bearing expressly or by
implication different effective dates, then in the absence of a
further resolution of the Directors in that regard, the date the
resolution is passed or adopted shall be deemed to be the latest
effective date stated on any counterpart.
PART 17
EXECUTIVE AND OTHER COMMITTEES
17.1. The Directors may appoint an Executive Committee to
consist of such member or members of their body as they think fit,
which Committee shall have, and may exercise during the intervals
between the meetings of the Directors, all the powers vested in the
Directors except the power to fill vacancies in the Board of
Directors, the power to change the membership of, or fill vacancies
in, said Committee and such other powers, if any, as may be
specified by the Directors.
17.2. The Directors may appoint committees consisting of such
members of their body as they think fit and may delegate to any
such committee any power of the Directors (except the power to fill
vacancies in the Board of Directors, the power to change the
membership of, or fill vacancies in, any committee of the Directors
and the power to appoint or remove officers appointed by the
Directors), subject to such conditions as may be prescribed by the
Directors.
17.3. If the Company is or becomes a reporting company, the
Directors shall appoint an audit committee at such time and
consisting of such members of their body as they think fit subject
to the Company Act. The audit committee shall exercise the powers
and perform the functions of an audit committee as described in the
Company Act. In addition, the Directors may delegate to the audit
committee any power of the Directors (except the power to fill
vacancies in the Board of Directors, the power to change the
membership of, or fill vacancies in, any committee of the Directors
and the power to appoint or remove officers appointed by the
Directors), subject to such conditions as may be prescribed by the
Directors.
17.4. All committees of Directors shall keep regular minutes
of their proceedings and meetings and shall cause them to be
recorded in books kept for that purpose, and shall report the same
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to the Directors at such times as the Directors may from time to
time require. Committees may make rules for the conduct of their
business and may appoint such assistants as they may deem
necessary. A majority of the members of a committee shall
constitute a quorum thereof . Save as set out in this Part 17 or in
the rules made by a committee as aforesaid, the meetings and
proceedings of a committee consisting of more than one member shall
be governed by the provisions of these Articles regulating the
proceedings and meetings of the Directors, including, without
limitation, the provisions with respect to the appointment of
alternates to the intent that a Director who is a member of a
committee may appoint an alternate to represent him at a meeting of
the committee unless the Board of Directors shall prohibit the
appointment of alternates by the members of such committee, and
including the provisions with respect to resolutions consented to
in writing. The Directors shall have power at any time to revoke
or override any authority given to or acts to be done by any such
committees, except with respect to acts done before such revocation
or overriding, and to terminate the appointment or change the
membership of a committee and to fill vacancies in it.
PART 18
OFFICERS
18.1. The Directors shall appoint a President and a Secretary
and such other officers, if any, as the Directors shall determine
from time to time and the Directors may, at any time, terminate any
such appointment. No officer shall be appointed unless he is
qualified in accordance with the provisions of the Company Act.
18.2. One person may hold more than one of such offices except
that the offices of President and Secretary must be held by
different persons unless the Company has only one member. Any
person appointed as the Chairman of the Board, the President or the
Managing Director shall be a Director. The other officers need not
be Directors.
18.3. The remuneration of the officers of the Company as such
and the terms and conditions of their tenure of office or
employment shall from time to time be determined by the Directors;
such remuneration may be by way of salary, fees, wages, commission
or participation in profits or any other means or all of these
modes and an officer may in addition to such remuneration be
entitled to receive after he ceases to hold such office or leaves
the employment of the Company a pension or gratuity.
18.4. The Directors may decide what functions and duties each
officer shall perform and may entrust to and confer upon him any of
the powers exercisable by them upon such terms and conditions and
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with such restrictions as they think fit and may from time to time
revoke, withdraw., alter or vary all or any of such functions.
duties and powers. The Secretary shall, inter alia, perform the
functions of the Secretary specified in the Company Act.
18.5. Every officer of the Company who holds any office or
possesses any property whereby, whether directly or indirectly,
duties or interests might be created in conflict with his duties or
interests as an officer of the Company shall, in writing, disclose
to the President the fact and the nature and extent of the
conflict.
PART 19
INDEMNITY AND PROTECTION OF
DIRECTORS, OFFICERS AND EMPLOYEES
19.1. Subject to the Company Act and these Articles, the
Directors shall cause the Company to indemnify a Director or former
Director of the Company and a Director or former Director of a
corporation which is or was a subsidiary of the Company or (if he
acted as such at the request of the Company) of any other
corporation of which the Company is or was a shareholder and the
heirs and personal representatives of any such person against all
costs, charges and expenses, including an amount paid to settle an
action or satisfy a judgment, actually and reasonably incurred by
him or them including an amount paid to settle an action or satisfy
a judgment in a civil, criminal or administrative action or
proceeding to which he is or they are made a party by reason of his
being or having been a Director of the Company or a director of
such corporation, including any action brought by the Company or
any such corporation. The Company shall apply to the Court for all
approvals of the Court which may be required to make any indemnity
referred to in this Article effective and enforceable. The Company
shall be deemed to have contracted, on the terms of the foregoing
indemnity, with each Director of the Company and each such Director
of such corporation on his being elected or appointed.
19.2. Subject to the Company Act and these Articles, the
Directors shall cause the Company to indemnify:
(i) any officer or former officer (but in the case
of an officer of a corporation other than a
subsidiary of the Company only if he acted as
such at the request of the Company); and
(ii) any employee, former employee or agent or
former agent designated by the Directors,
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of the Company or of a corporation which is or was a subsidiary of
the Company or of any other corporation of which the Company is or
was a shareholder (notwithstanding that he is also a Director) and
his heirs and personal representatives against all costs, charges
and expenses whatsoever (including, without limiting the generality
of the foregoing, those specifically referred to in Article 19.1
above) incurred by him or them and resulting from his acting as an
officer, employee or agent of the Company or of such corporation.
The Company shall be deemed to have contracted, on the terms of the
foregoing indemnity, with each such officer or former officer on
his being appointed.
19.3. The failure of a person to comply with the Company Act
or of the Memorandum or these Articles shall not, of itself,
invalidate any indemnity to which such person is entitled under
this Part.
19.4. The Directors may cause the Company to purchase and
maintain insurance for the benefit of:
(i) any person who is or was serving as a Director
or officer of the Company or as a director or
officer of a corporation which is or was a
subsidiary of the Company or (if he acted as
such at the request of the Company) of any
other corporation of which the Company is or
was a shareholder; and
(ii) any person designated by the Directors who is
or was serving as an employee or agent of the
Company or of such corporation; and
(iii) any person in respect of whom the Company is or
may be obligated to indemnify pursuant to this
Part 19,
and his heirs and personal representatives against any liability
incurred by him as such Director, director, officer, employee or
agent.
19.5. If any of the provisions of this Part shall be void,
illegal or invalid, the remaining provisions of this Part shall be
construed and take effect as if the void, illegal or invalid
provision had never been contained herein. The Company shall not
be required to indemnify a person pursuant to Articles 19.1 or 19.2
if such person did not, with respect to the act or matter giving
rise to the proposed indemnification, act honestly and in good
faith and with a view to the best interests of the Company or the
corporation referred to therein, as the case may be, or in the case
of a criminal or administrative actor proceeding, if he did not
have reasonable grounds for believing his conduct was lawful or
duly authorized. The provisions of this Part 19 relating to
Directors and former Directors of the Company and to directors and
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former directors of a corporation which is or was a subsidiary of
the Company or of a corporation in which the Company is or was a
shareholder also apply, with the necessary changes and so far as
applicable, to alternate Directors of the Company and alternate
directors of such corporations.
PART 20
DIVIDENDS AND RESERVES
20.1. Subject to the Company Act and to the special rights and
restrictions as to dividends attached to any shares, the Directors
may from time to time declare and authorize payment of such
dividends, if any, as they may deem advisable and need not give
notice of such declaration to any member. No dividend shall be
paid otherwise than out of funds and/or assets properly available
for the payment of dividends and a declaration by the Directors as
to the amount of such funds and/or assets available for dividends
shall be conclusive. The Company may pay any such dividend wholly
or in part by the distribution of specific assets and in particular
by paid up shares, bonds, debentures or other securities of the
Company or any other corporation or in any one or more such ways as
may be authorized by the Company or the Directors and where any
difficulty arises with regard to such a distribution the Directors
may settle the same as they think expedient, and in particular may
fix the value for distribution of such specific assets or any part
thereof, and may determine that cash payments in substitution for
all or any part of the specific assets to which any members are
entitled shall be made to any members on the basis of the value so
fixed in order to adjust the rights of all parties and may vest any
such specific assets in trustees for the persons entitled to the
dividend as may seem expedient to the Directors.
20.2. Any dividend declared on shares of any class or series
by the Directors may be made payable on such date as is fixed by
the Directors.
20.3. Subject to the rights of members (if any) holding shares
with special rights as to dividends, all dividends on shares of any
class or series shall be declared and paid according to the number
of such shares held.
20.4. The Directors may, before declaring any dividend, set
aside out of the funds properly available for the payment of
dividends such sums as they think proper as a reserve or reserves,
which shall, at the discretion of the Directors, be applicable for
meeting contingencies, or for equalizing dividends, or for any
other purpose to which such funds of the Company may be properly
applied, and pending such application may, at the like discretion,
either be employed in the business of the Company or be invested in
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such investments as the Directors may from time to time think fit.
The Directors may also, without placing the same in reserve, carry
forward such funds, which they think prudent not to divide.
20.5. If several persons are registered as joint holders of
any share, any one of them may give an effective receipt for any
dividend, bonuses or other moneys payable in respect of the share.
20.6. No dividend shall bear interest against the Company.
Where the dividend to which a member is entitled includes a
fraction of a cent, such fraction shall be disregarded in making
payment thereof and such payment shall be deemed to be payment in
full.
20.7. Any dividend, bonus or other moneys payable in cash in
respect of shares may be paid by cheque or warrant sent through the
post directed to the registered address of the holder, or in the
case of joint holders, to the registered address of that one of the
joint holders who is first named on the register, or to such person
and to such address as the holder or joint holders may direct in
writing. Every such cheque or warrant shall be made payable to the
order of the person to whom it is sent. The mailing of such cheque
or warrant shall, to the extent of the sum represented thereby
(plus the amount of any tax required by law to be deducted)
discharge all liability for the dividend, unless such cheque or
warrant shall not be paid on presentation or the amount of tax so
deducted shall not be paid to the appropriate taxing authority.
20.8. Notwithstanding anything contained in these Articles the
Directors may from time to time capitalize any retained earnings or
surplus of the Company and may issue as fully paid and non-
assessable any unissued shares or any debt obligations of the
Company as a dividend representing such retained earnings or
surplus or any part thereof.
PART 21
DOCUMENTS, RECORDS AND REPORTS
21.1. The Company shall keep at its records office or at such
other place as the Company Act may permit, the documents, copies,
registers, minutes, and records which the Company is required by
the Company Act to keep at its records office or such other place,
as the case may be.
21.2. The Company shall cause to be kept proper books of
account and accounting records in respect of all financial and
other transactions of the Company in order properly to record the
financial affairs and condition of the Company and to comply with
the Company Act.
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21.3. Unless the Directors determine otherwise, or unless
otherwise determined by an ordinary resolution, no member of the
Company shall be entitled to inspect the accounting records of the
Company.
21.4. The Directors shall from time to time at the expense of
the Company cause to be prepared and laid before the Company in
general meeting such financial statements and reports as are
required by the Company Act.
21.5. Every member shall be entitled to be furnished once
gratis on demand with a copy of the latest annual financial
statement of the Company and, if so required by the Company Act, a
copy of each such annual financial statement and interim financial
statement shall be mailed to each member.
PART 22
NOTICES
22.1. A notice, statement or report may be given or delivered
by the Company to any member either by delivery to him personally
or by sending it by mail to him to his address as recorded in the
register of members. Where a notice, statement or report is sent
by mail, service or delivery of the notice, statement or report
shall be deemed (i) to be effected by properly addressing,
prepaying and mailing the notice, statement or report, and (ii) to
have been given on the date, Saturdays and holidays excepted,
following the date of mailing. A certificate signed by the
Secretary or other officer of the Company or of any other person
acting in that behalf for the Company that the letter, envelope or
wrapper containing the notice, statement or report was so
addressed, prepaid and mailed shall be conclusive evidence thereof.
22.2. A notice, statement or report may be given or delivered
by the Company to the joint holders of a share by giving the notice
to the joint holder first named in the register of members in
respect of the share.
22.3. A notice, statement or report may be given or delivered
by the Company to the persons entitled to a share in consequence of
the death, bankruptcy or incapacity of a member by sending it
through the mail prepaid addressed to them by name or by his title
or by any like description, at the address (if any) supplied to the
Company for the purpose by the persons claiming to be so entitled,
or (until such address has been so supplied) by giving the notice
in a manner in which the same might have been given if the death,
bankruptcy or incapacity had not occurred.
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22.4. Notice of every general meeting or meeting of members
shall be given in a manner hereinbefore authorized to every member
holding at the record date for determining the members entitled to
such notice shares which confer the right to notice of and to
attend and vote at any such meeting. No other person except the
auditor of the Company and the Directors of the Company shall be
entitled to receive notices of any such meeting.
PART 23
RECORD DATES
23.1. Subject to the Company Act, the Directors may fix in
advance a date as the record date for the determination of the
members entitled to notice of any meeting of members or any
adjournment thereof, and/or a date as the record date f or the
determination of the members entitled to attend and vote at any
meeting of members or any adjournment thereof (which may but need
not be the same date as the record date for determining members
entitled to notice) and/or a date as a record date for the
determination of members entitled to receive payment of a dividend,
or for any other proper purpose and in such case, notwithstanding
anything elsewhere contained in these Articles, only members or
persons of record on the date so picked shall be deemed to be
members for the particular purpose or purposes aforesaid.
23.2. Where no record date is fixed for the determination of
members entitled to notice, or to vote, or of members entitled to
receive payment of a dividend or for any other proper purpose, the
date on which notice of the meeting is mailed or on which the
resolution of the Directors declaring the dividend is adopted
respectively is the record date for such determination.
PART 24
SEAL
24.1. The Directors may provide a seal for the Company and, if
they do so, shall provide for the safe custody of the seal which
shall not be affixed to any instrument except in the presence of
the following persons, namely;
(i) the President or the Secretary;
(ii) any two Directors of the Company;
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(iii) one of the Chairman of the Board, the
President, a Director or the Vice-President
together with any one of the Secretary, an
Assistant Secretary, the Treasurer, the
Secretary-Treasurer, an Assistant Treasurer and
an Assistant Secretary-Treasurer; or
(iv) such person or persons as the Directors may
from time to time by resolution appoint,
and the said Directors, officers, person or persons in whose
presence the seal is so affixed to an instrument shall sign such
instrument. For the purpose of certifying under the seal copies or
extracts from the Memorandum or Articles of the Company, minutes of
meetings or resolutions of the members or Directors or committees
of Directors, or any instrument executed or issued by the Company,
the seal may be affixed in the presence of any one of the persons
hereinbefore mentioned unless the Directors shall by resolution
determine otherwise.
24.2. The signatures of any one or more of the Chairman of the
Board, President, Vice-Presidents, Directors, Secretary, Treasurer,
Assistant-Secretaries, Assistant-Treasurers and any other officers
of the Company and any persons referred to in Article 24.1(iv) may,
if authorized by the Directors, be printed, lithographed, engraved
or otherwise mechanically reproduced upon all instruments executed
or issued by the Company; and any instrument on which the signature
of any such person is so reproduced by authorization of the
Directors shall be deemed to have been manually signed by such
person whose signature is so reproduced and shall be, subject to
the Company Act, as valid to all intents and purposes as if such
instrument had been signed manually, and notwithstanding that the
person whose signature is so reproduced may have ceased to hold
office (if applicable) at the date of the delivery or issue of such
instrument. The term "instrument" as used in Article 24.1 and this
Article 24.2 shall include deeds, mortgage, hypothecs, charges,
conveyances, transfers and assignments of property, real or
personal, agreements, releases, receipts and discharges for the
payment of money or other obligation, certificates of the Company's
shares, bonds, debentures and other securities and debt obligations
of the Company, and all paper-writings.
24.3. To enable the seal of the Company to be affixed to any
debt obligations, share certificates, or other securities of the
Company, whether in definitive or interim form, on which facsimiles
of any of the signatures of the Directors or officers of the
Company are, in accordance with the Company Act and/or these
Articles, printed or otherwise mechanically reproduced there may be
delivered to the firm or company employed to engrave, lithograph or
print such definitive or interim debt obligations, share
certificates or other securities one or more unmounted dies
reproducing the Company's seal and the Chairman of the Board, the
President, the Managing Director or a Vice-President and the
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Secretary, Treasurer, Secretary-Treasurer, an Assistant Secretary,
an Assistant Treasurer or an Assistant Secretary-Treasurer may by
a document authorize such firm or company to cause the Company's
seal to be affixed to such definitive or interim debt obligations,
share certificates or other securities by the use of such dies.
Debt obligations, share certificates or other securities to which
the Company's seal has been so affixed shall for all purposes be
deemed to be under and to bear the Company's seal lawfully affixed
thereto.
24.4. The Company may have for use in any other province, state,
territory or country an official seal which shall have on its face
the name of the province, state, territory or country where it is
to be used.
PART 25
PROHIBITIONS IF NOT A REPORTING COMPANY
25.1. If the Company is, or becomes, a company which is not a
reporting company under the Company Act:
(i) the number of members for the time being of the
Company, exclusive of persons who are for the
time being in the employment of the Company and
continue to be members after the termination of
such employment, shall not exceed 50;
(ii) no securities of the Company shall be offered for
sale or subscription to the public;
(iii) no shares shall be transferred without the
previous consent of the Directors expressed by a
resolution of the Board and the Directors shall
not be required to give any reason for refusing
to consent to any such proposed transfer.
FULL NAME, RESIDENT ADDRESS AND OCCUPATION OF SUBSCRIBER:
/S/ David A. G. Birnie
- --------------------------
DAVID A. G. BIRNIE
875 Aubeneau Crescent
West Vancouver, B.C.
V7T 1T4
Barrister and Solicitor
DATED the 23rd day of November, 1993.