BY-LAWS
of
SIDEWARE SYSTEMS INC.
TABLE OF CONTENTS
PART ARTICLE SUBJECT
1 INTERPRETATION
1.1 Definitions
1.2 References to Writing
1.3 Included Meanings
1.4 Definitions Same as Company Act
1.5 Interpretation Act Rules of Construction
Apply
2 SHARES
2.1 Form of Certificate
2.2 Entitlement of Joint Owners to Certificate
2.3 Certificate for Redeemable Shares
2.4 Delivery of Certificates
2.5 Mechanically Reproduced Signatures
2.6 Recognition of Trusts
3 ISSUE OF SHARES
3.1 Directors Authorized
3.2 Commissions and Brokerage
4 SHARE REGISTERS
4.1 Branch Registers of Shareholders
5 TRANSFER OF SHARES
5.1 Directors' Consent Required
5.2 Transfer of Shares
5.3 Execution of Instrument of Transfer
5.4 Enquiry as to Title not Required
5.5 Submission of Instruments of Transfer
5.6 Transfer Fee
6 ALTERATION OF CAPITAL
6.1 Increase of Authorized Capital by Ordinary
Resolution
6.2 New Shares Subject to By-laws
7 PURCHASE AND REDEMPTION OF SHARES
7.1 Corporation Authorized to Purchase its
Shares
7.2 Partial Redemption of Shares
8 BORROWING POWERS
8.1 Powers of Directors
8.2 Features of Debt Obligations
8.3 Branch Register of Debentureholders
8.4 Mechanically Reproduced Signatures
9 GENERAL MEETINGS
9.1 Extraordinary General Meetings
9.2 Calling of Extraordinary General Meetings
9.3 Notice of General Meeting
9.4 Postponement of Meeting Following Advance
Notice
9.5 Notice of General Meeting at which Document
to be Considered
10 PROCEEDINGS AT GENERAL MEETINGS
10.1 Special Business
10.2 Requirement for Quorum
10.3 Quorum
10.4 Lack of Quorum
10.5 Chairman
10.6 Alternate Chairman
10.7 Solicitor as Chairman
10.8 Adjournments
10.9 Resolutions Need Not be Seconded
10.10 Decisions by Show of Hands or Poll
10.11 Casting Vote
10.12 Chairman to Determine Disputes
10.13 Polls
10.14 Casting of Votes
10.15 Ordinary Resolution Sufficient
11 VOTES OF SHAREHOLDERS
11.1 Number of Votes Per Share or Shareholder
11.2 Representative of Corporate Shareholder
11.3 Corporate Shareholder May Appoint
Proxyholder
11.4 Votes by Joint Holders
11.5 Votes by Committee for a Shareholder
11.6 Committee May Appoint Proxyholder
11.7 Appointment of Proxyholders
11.8 Execution of Form of Proxy
11.9 Deposit of Proxy
11.10 Chairman to Determine Validity
11.11 Form of Proxy
11.12 Revocation of Proxy
12 CLASS AND SERIES MEETINGS
12.1 General Meeting Provisions Apply
13 DIRECTORS
13.1 First and Succeeding Directors
13.2 Remuneration and Expenses of Directors
13.3 Qualification of Directors
14 ELECTION AND REMOVAL OF DIRECTORS
14.1 Election at Annual General Meetings
14.2 Eligibility of Retiring Directors
14.3 Continuance of Directors
14.4 Election of Less than Fixed Number of
Directors
14.5 Filing a Casual Vacancy
14.6 Additional Directors
14.7 Alternate Directors
14.8 Termination of Directorship
15 POWERS AND DUTIES OF DIRECTORS
15.1 Management of Affairs and Business
15.2 Appointment of Attorney
16 DISCLOSURE OF INTEREST OF DIRECTORS
16.1 Quorum re Proposed Contract
16.2 Director May Hold Office or Place of Profit
with Corporation
16.3 Director Acting in Professional Capacity
16.4 Director Receiving Remuneration from Other
Interests
17 PROCEEDINGS OF DIRECTORS
17.1 Chairman and Alternate
17.2 Meetings - Procedure
17.3 Meetings by Conference Telephone
17.4 Notice of Meeting
17.5 Waiver of Notice of Meetings
17.6 Quorum
17.7 Continuing Directors May Act During Vacancy
17.8 Validity of Acts of Directors
17.9 Resolution in Writing
18 EXECUTIVE AND OTHER COMMITTEES
18.1 Appointment of Executive Committee
18.2 Appointment of Committees
18.3 Procedure at Meetings
19 OFFICERS
19.1 President and Secretary Required
19.2 Qualification, Remuneration and Duties of
Officers
20 INDEMNITY AND PROTECTION OF DIRECTORS AND EMPLOYEES
20.1 Indemnification of Directors
20.2 Indemnification of Officers, Employees and
Agents
20.3 Indemnification not Invalidated by Non-
compliance
20.4 Insurance
21 DIVIDENDS AND RESERVES
21.1 Declaration of Dividends
21.2 Date for Payment
21.3 Proportionate to Number of Shares Held
21.4 Reserves
21.5 Receipts from Joint Holders
21.6 No Interest on Dividends
21.7 Payment on Dividends
21.8 Capitalization of Undistributed Surplus
22 ACCOUNTING RECORDS
22.1 Accounts to be Kept
22.2 Inspection of Accounts
23 NOTICES
23.1 Method of Giving Notice
23.2 Notice to Joint Holders
23.3 Notice to Personal Representative
24 SEAL
24.1 Affixation of Seal to Documents
24.2 Reproduction of Seal
25 MECHANICAL REPRODUCTION OF SIGNATURES
25.1 Mechanical Reproduction of Signatures
25.2 Instrument Defines
PROVINCE OF BRITISH COLUMBIA
COMPANY ACT
BY-LAWS
OF
SIDEWARE SYSTEMS INC.
PART I
INTERPRETATION
1.1 In these by-laws, unless there is something in the subject or
context inconsistent therewith:
"Act" means the Business Corporations Act Yukon as from time to
time enacted and all amendments thereto and includes the
regulations made pursuant thereto.
"Articles" means the Articles attached to the Certificate of
Continuance of the Corporation as from time to time amended or
restated.
"by-laws" means this by-law and all other by-laws of the
Corporation from time to time in force and effect relating to
transaction of business and affairs of the Corporation in
addition hereto, or in amendment hereof or in substitution for
all or any part of this by-law;
"Board", "Board of Directors" and "directors" mean the directors
or sole director of the corporation for the time being.
"corporation" means the corporation named at the head of these
by-laws.
"registered owner" or "registered holder" when used with respect
to a share in the authorized capital of the corporation means the
person registered in the register of shareholders in respect of
such share.
"solicitor of the corporation" means any partner, associate or
articled student of the law firm retained by the corporation in
respect of the matter in connection with which the term is used.
1.2 References in these by-laws 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.
1.3 Words in these by-laws importing the singular include
the plural, and vice versa, and words importing a male person include
a female person and a corporation.
1.4 Any words or phrases defined in the Act shall, if not
inconsistent with the subject or context, bear the same meaning when
used in these by-laws.
1.5 The rules of construction contained in the
Interpretation Act (Canada) shall apply, mutatis mutandis, to the
interpretation of these by-laws.
PART 2
SHARES AND SHARE CERTIFICATES
2.1 Subject to the requirements of the Act, every share
certificate issued by the corporation shall be in such form as the
directors approve.
2.2 In respect of shares held jointly by several persons,
the corporation shall not be bound to issue more than one certificate,
and delivery of a certificate for such shares to one of several joint
registered holders or to his duly authorized agent shall be sufficient
delivery to all.
2.3 The corporation 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.
2.4 Any share certificate may be sent through the mail by
registered prepaid mail to the shareholder entitled thereto, and
neither the corporation nor any transfer agent shall be liable for any
loss occasioned to the shareholder owing to any such share certificate
so sent being lost in the mail or stolen.
2.5 A share certificate which contains printed or
otherwise mechanically reproduced signatures, as may be permitted by
the Act, 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 such certificate.
2.6 Except as required by law, statute or these by-laws,
no person shall be recognized by the corporation as holding any share
upon any trust, and the corporation 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 (except only as by law, statute or
these by-laws provided or as ordered by a court of competent
jurisdiction) or 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 requirements of the Act and Articles
with respect to pro rata offerings and otherwise and to any direction
to the contrary, save for a direction which, at the discretion of the
directors, may not be proceeded with, contained in a resolution passed
at a general meeting authorizing any increase or alteration of
capital, the shares shall be under the control of the directors who
may, subject to the rights of the holders of the shares of the
corporation for the time being outstanding, issue, allot, sell or
otherwise dispose of and grant options on or otherwise deal in shares
authorized but not outstanding, and outstanding shares held by the
corporation, at such times, to such persons (including directors), in
such manner, upon such terms and conditions and at such prices or for
such consideration, as the directors, in their absolute discretion,
may determine.
3.2 Subject to the provisions of the Act, the corporation,
or the directors on behalf of the corporation, may pay a commission or
allow a discount to any person in consideration of his subscribing or
agreeing to subscribe, or procuring or agreeing to procure
subscriptions, whether absolutely or conditionally, for any shares in
the corporation.
PART 4
SHARE REGISTERS
4.1 Subject to the provisions of the Act, the corporation
may keep or cause to be kept within British Columbia by a trust
corporation one or more branch registers of shareholders and may cause
to be kept outside British Columbia one or more branch registers of
shareholders.
PART 5
TRANSFER OF SHARES
5.1 Notwithstanding any other provision of these by-laws,
if the corporation is, or becomes:
(a) a corporation which is not a reporting corporation;
(b) a reporting corporation that has not, with respect to any of
its securities, filed a prospectus with the Superintendent of
Brokers for British Columbia or any similar securities regulatory
body within or outside British Columbia and obtained therefor a
receipt or its equivalent; or
(c) a reporting corporation that does not have any of its
securities listed for trading on any stock exchange;
then 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. The consent of the Board required by this
article may be in respect of a specified proposed trade or trades or
trading generally, whether or not over a specific period of time, or
by specific persons or with such other restrictions or requirements as
the directors may determine.
5.2 Subject to the provisions of the Articles and these
by-laws, any shareholder may transfer any of his shares by instrument
in writing executed by or on behalf of such shareholder and delivered
to the corporation or its transfer agent. The instrument of transfer
of any share shall be in the form, if any, on the back of the
corporation's share certificates or in such other form as the
directors may from time to time approve. Except to the extent that
the Act may otherwise provide, the transferor shall be deemed to
remain the holder of any share until the name of the transferee is
entered in the register of shareholders or a branch of shareholders in
respect thereof.
5.3 Subject to the provisions of the Act, the signature of
the registered owner of any shares, or of his duly authorized
attorney, upon an authorized instrument of transfer shall constitute a
complete and sufficient authority to the corporation, its directors,
officers and agents to register, in the name of the transferee as
named in the instrument of transfer, the number of shares specified
therein or, if no number is specified, all the shares of the
registered owner represented by share certificates deposited with the
instrument of transfer. Subject to the provisions of the Act, if no
transferee is named in the instrument of transfer, the instrument of
transfer shall constitute a complete and sufficient authority to the
corporation, its directors, officers and agents to register, in the
name of the person designated in writing by the person depositing the
instrument of transfer with the corporation, 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.
5.4 Subject to the provisions of the Act, neither the
corporation nor any director, officer or agent thereof shall be bound
to enquire 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 designated in writing by the person depositing the instrument
of transfer with the corporation, or be liable to any claim by the
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.
5.5 Every instrument of transfer shall be executed by the
transferor, or his duly authorized attorney, and left at the
registered office of the corporation or at the office of its transfer
agent or registrar for registration together with the share
certificate for the shares to be transferred and such other evidence,
if any, as the directors or the transfer agent or registrar may
require to prove the authority of any such attorney, the title of the
transferor or his right to transfer the shares, and the right of the
transferee to have the transfer registered. All instruments of
transfer, where the transfer is registered, shall be retained by the
corporation or its transfer agent or registrar and any instrument of
transfer, where the transfer is not registered, shall be returned to
the person depositing the same together with the share certificate
which accompanied the some when tendered for registration.
5.6 There shall be paid to the corporation in respect of
the registration of any transfer such sum, if any, as the directors
may from time to time determine.
PART 6
ALTERATION OF CAPITAL
6.1 The corporation may by ordinary resolution filed with
the registrar alter its memorandum to increase the authorized capital
of the corporation by:
(a) creating shares with par value or shares without par value,
or both;
(b) increasing the number of shares with par value or shares
without par value, or both; or
(c) increasing the par value of a class of shares with par
value, if no shares of that class are issued.
6.2 Any new shares of the corporation created pursuant to
an increase in the authorized capital of the corporation shall be
subject to the provisions of these by-laws.
PART 7
PURCHASE AND REDEMPTION OF SHARES
7.1 Subject to the special rights or restrictions attached
to any class or series of shares, the corporation may, by a resolution
of the directors and in compliance with the Act, purchase any of its
shares at the price and upon the terms specified in such resolution.
7.2 If the corporation proposes at its option to redeem
some but not all of the shares of any class or series, the directors
may by resolution, subject to the special rights or restrictions
attached to such shares, decide the manner in which the shares to be
redeemed shall be selected.
PART 8
BORROWING POWERS
8.1 The directors may from time to time authorize the
corporation to:
(a) borrow money in such manner and amount, on such security,
from such sources and upon such terms and conditions as they in
their absolute discretion think fit;
(b) issue bonds, debentures, and other debt obligations either
outright or as security for any liability or obligation of the
corporation or any other person; and
(c) mortgage, charge, whether by way of specific or floating
charge, or give other security on the undertaking, or on the
whole or any part of the property and assets of the corporation,
both present and future.
8.2 Any bonds, debentures or other debt obligations of the
corporation may be issued at a discount, premium or otherwise, and
with any special privileges as to redemption, surrender, drawing,
allotment of or conversion into or exchange for shares or other
securities, attending and voting at general meetings of the
corporation, appointment of directors or otherwise and may by their
terms be assignable free from any equities between the corporation and
the person to whom they were issued or any subsequent holder thereof,
all as the directors may determine.
8.3 The corporation may keep or cause to be kept one or
more branch registers of its debentureholders at such place or places
as the directors may from time to time determine.
8.4 A bond, debenture or other debt obligation which
contains printed or otherwise mechanically reproduced signatures, as
may be permitted by the Act, 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 bond, debenture or other debt obligation to hold at
the date of the issue thereof.
PART 9
GENERAL MEETINGS
9.1 Any general meeting other than an annual general
meeting is herein referred to as a special meeting.
9.2 The directors may, whenever they think fit, convene a
special meeting for whatever purpose the directors may determine.
9.3 A notice convening a general meeting specifying the
place, the day and the hour of the meeting, and, in case of special
business as defined in article 10.1, the general nature of that
business in sufficient detail to permit shareholder to form a reasoned
judgement on that business, and the text of any special resolutions,
shall be given as provided in the Act to shareholders entitled to
receive such notice from the corporation. No notice need be given of
business that is not special business. Accidental omission to give
notice of a meeting to, or the non-receipt of notice of a meeting by,
any shareholder shall not invalidate the proceedings at that meeting.
9.4 Where, in accordance with the Act, the corporation has
published in prescribed manner an advance notice of a general meeting
at which directors are to be elected, the corporation may,
notwithstanding such notice, postpone the general meeting to a date
other than that specified in such notice. In the event of such a
postponement, the corporation shall publish, in the same manner
prescribed for the original notice, a notice of the postponement of
the meeting which notice shall include, if the date to which the
meeting is postponed is known, the same information as is required by
the Act to be included in the original notice. If the date to which
the meeting is postponed is not known, the notice of postponement need
state only that the meeting is postponed until further notice,
provided however that once such date is known, the corporation shall
publish a new notice which shall comply with the Act. The date to
which any such meeting is postponed shall be deemed to be the date of
the meeting for the purpose of complying with any time limitations in
respect of general meetings prescribed by the Act.
9.5 Except as otherwise provided by the Act, where 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 or proposed document is or will be
available for inspection by shareholders at the registered office or
records office of the corporation or at some other place in British
Columbia designated in the notice during normal business hours up to
the date of such general meeting.
PART 10
PROCEEDINGS AT GENERAL MEETINGS
10.1 All business shall be deemed special business which is
transacted at:
(a) a special meeting; and
(b) an annual general meeting other than the consideration of
the financial statements, report of the auditor, fixing or
changing the number of directors, the election of directors, the
re-appointment of the incumbent auditor, and such other business
as by these by-laws or the Act may be transacted at a general
meeting without prior notice thereof being given to the
shareholders or any business which is brought under consideration
by the report of the directors.
10.2 No business, other than the election of the chairman
or the adjournment of the meeting, shall be transacted at any general
meeting unless a quorum of shareholders is present at the commencement
of the meeting, but the quorum need not be present throughout the
meeting.
10.3
(a) if at the time of a general meeting any shares of the
COMPANY are listed on the Nasdaq National Market or SmallCap
Market, a quorum for that meeting shall be MEMBERS, or
proxyholders representing MEMBERS, holding not less than one-
third of the issued shares entitled to be voted at the meeting,
and
(b) if at the time of a general meeting no shares of the COMPANY
are so listed, a quorum for that meeting shall be MEMBERS, or
proxyholders representing MEMBERS, holding not less than one-
twentieth of the issued shares entitled to be voted at the
meeting.
The foregoing requirements are subject to any order of a court of
competent jurisdiction to the contrary.
The directors, the Secretary or, in his absence, an Assistant
Secretary, and the solicitor of the CORPORATION shall be entitled to
attend at any general meeting but no such person shall be counted in
the quorum or be entitled to vote at any general meeting unless he is
a MEMBERS or proxyholder or is otherwise entitled to vote thereat.
10.4 The Chairman of the Board, if any, or in his absence
the President of the corporation or in his absence a Vice-President of
the corporation, if any, shall be entitled to preside as chairman at
every general meeting of the corporation.
10.5 If none of the persons referred to in article 10.4 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 one of their number or the solicitor of the corporation
to be chairman or, if all the directors present and the solicitor of
the corporation decline to take the chair or the directors shall fail
to so choose or if no director be present, the persons present and
entitled to vote shall choose one of their number to be chairman.
10.6 Notwithstanding by-laws 10.4 and 10.5, with the
consent of the meeting, which consent may be expressed by the failure
of any person present and entitled to vote to object, the solicitor of
the corporation may act as chairman of the meeting.
10.7 The chairman may and shall, if so directed by the
meeting, adjourn the meeting from time to time and from place to
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 the advance notice otherwise required with
respect to the election of directors, 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 may propose or second a motion.
10.9 Subject to the provisions of the 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 shareholder entitled to vote who is present in person
or by proxy. 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, unless the poll is to be taken at some later time
pursuant to article 10.12, and such decision shall be entered in the
book of proceedings of the corporation. 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
corporation 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 casting vote in addition to the vote or votes to which
he may be entitled as a shareholder or proxyholder.
10.11 In the case of any disputes as to the admission or
rejection of a vote, whether by show of hands or on a poll, the
chairman shall determine the same, and his determination made in good
faith shall be final and conclusive.
10.12 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, 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. When
the result of a poll indicates that a particular motion has carried by
the requisite majority or failed, that result shall be deemed to be
the result of the meeting at which the poll was demanded, taken at the
time of such meeting, and such result shall be entered in the book of
the proceedings of the corporation, which entry following destruction
of the ballots cast on the poll, shall be conclusive evidence of such
result. The demand for a poll shall not, unless the chairman so
rules, prevent the continuance of a meeting for the transaction of any
business other than the question on which a poll has been demanded.
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 Act, the Articles or these by-laws
otherwise provide, any action to be taken by a resolution of the
shareholders may be taken by an ordinary resolution.
PART 11
VOTES OF SHAREHOLDERS
11.1 Subject to any special voting rights or restrictions
attached to any class or series of shares and the restrictions on
joint registered holders of shares, on a show of hands every
shareholder who is present in person at a general meeting and entitled
to vote thereat shall have one vote and on a poll every shareholder
shall have one vote for each share of which he is the registered
holder and may exercise such vote either in person or by proxy.
11.2 Any corporation, not being a subsidiary of the
corporation, which is a shareholder of the corporation may by
resolution of its directors or other governing body authorize such
person as it thinks fit to act as its representative at any general
meeting, class meeting or series meeting. The person so authorized
shall be entitled, subject to producing satisfactory evidence of his
authority as hereinafter provided, to exercise in respect of and at
such meeting the same powers on behalf of the corporation which he
represents as that corporation could exercise if it were an individual
shareholder of the corporation personally present, including, without
limitation, the right, unless restricted by such resolution, to
appoint a proxyholder to represent such corporation, and shall be
counted for the purpose of forming a quorum if present at the meeting.
Evidence of the appointment of any such representative shall be
demonstrated by presenting to the chairman of the meeting prior to
commencement of the meeting, a copy of the authorizing resolution
certified under seal by the Secretary of the shareholder corporation
and by presenting evidence acceptable to the chairman of the identity
of the person presenting himself as the representative. In the
absence of such evidence, the chairman shall determine whether of not
any such person shall be entitled to attend and vote at the meeting
and such determination made in good faith shall be final and
conclusive.
11.3 A corporation, not being a subsidiary of the
corporation, which is a shareholder of the corporation may appoint a
proxyholder.
11.4 Where there are joint shareholders registered in
respect of any share, any one of the joint shareholders may vote at
any meeting, either personally or by proxy, in respect of the share as
if he were solely entitled to it. If more than one of the joint
shareholders is present at any meeting, personally or by proxy, the
joint shareholder present whose name stands first on the register in
respect of the share shall alone be entitled to vote in respect of
that share. Several executors or administrators of a deceased
shareholder in whose sole name any share stands shall, for the purpose
of this article, be deemed joint shareholders.
11.5 A shareholder 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 cuator bonis appointed by that court. Evidence of the
appointment of any such committee, curator bonis of other person shall
be demonstrated by presenting to the chairman of the meeting, prior to
commencement of the meeting, a notarially certified copy of the court
order by which he was appointed and by presenting evidence acceptable
to the chairman that he is the person named in the order as the
appointee. In the absence of such evidence, the chairman shall
determine whether or not any such committee, curator bonis or other
person shall be entitled to attend and vote at the meeting and such
determination made in good faith shall be final and conclusive.
11.6 A committee, curator bonis or other person appointed
in respect of a shareholder of unsound mind and entitled to vote as
aforesaid may appoint a proxyholder.
11.7 A shareholder entitled to vote at a shareholder
meeting shall be entitled to appoint one or more, but not more than
five, proxyholders to attend, act and vote for him on the same
occasion. If such a shareholder 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 shareholder may
also appoint one or more alternate proxyholders to act in the place
and stead of an absent proxyholder. A proxyholder need not be a
shareholder of the corporation.
11.8 A proxy shall be in writing executed by the
shareholder or his attorney duly authorized in writing, or, where the
shareholder is a corporation, by a duly authorized officer, attorney
or representative appointed pursuant to article 11.2, of the
corporation, or, where a proxy is given by a committee, curator bonis
or other person appointed by court order on behalf of a shareholder of
unsound mind, by such committee, curator bonis or other person. A
proxy executed on behalf of a shareholder by his attorney duly
authorized in writing or on behalf of a corporate shareholder by a
duly authorized officer or corporate representative or on behalf of a
shareholder of unsound mind by his committee, curator bonis or other
person duly appointed by court order, shall be accompanied by the
power of attorney, the document whereby the officer or corporate
representative derives his authority or the court order, as the case
may be, or a notarially certified copy thereof.
11.9 Unless some other time by which proxies must be
deposited has been fixed 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 place
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 or adjourned meeting in respect of which the
person named in the proxy is appointed. In addition to any other
method of depositing proxies provided for in these by-laws, the
directors may from time to time by resolution make regulations
relating to the depositing of proxies at any place or places and,
subject to the Act, fixing the time or times for depositing the
proxies preceding the meeting or adjourned meeting specified in the
notice calling the meeting, and providing for particulars of such
proxies to be sent to the corporation or any agent of the corporation
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 corporation or
of any agent of the corporation 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.
11.10 The chairman of the meeting shall determine whether or
not a proxy, deposited for use at such meeting, which may not strictly
comply with the requirements of this Part as to form, execution,
accompanying documentation, time of filing or otherwise shall be valid
for use at such meeting and any such determination made in good faith
shall be final and conclusive.
11.11 Unless the Act or any other statute or law which is
applicable to the corporation or to any class or series 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:
(Name of Corporation)
The undersigned, being a shareholder of the above named
corporation, hereby appoints
- -----------------------------------------------------or
failing him, --------------------------------------- as
proxyholder for the undersigned to attend, act and vote for
and on behalf of the undersigned at the general meeting of
the corporation to be held on the ------------------ day of
- ------------------- and at any adjournment thereof.
Signed this day of , .
- --------------------------------
(Signature of Shareholder)
11.12 Every proxy may be revoked by an instrument in
writing,
(a) executed by the shareholder giving the same or by his
attorney authorized in writing or, where the shareholder is a
corporation, by a duly authorized officer or attorney of the
corporation; and
(b) delivered either to the registered office of the corporation
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. The provisions of this
article shall apply mutatis mutandis to a proxy executed by a
corporate representative or by a committee, curator bonis or other
person duly appointed by court order in respect of a shareholder of
unsound mind.
PART 12
CLASS AND SERIES MEETINGS
12.1 In the event of a meeting of the shareholders of any
class or series of shares of the corporation, the provisions of these
by-laws relating to the call and conduct of and voting at general
meetings shall apply to the extent applicable; provided however that
the quorum for a class or series meeting, unless otherwise specified
in the special rights or restrictions attached to the shares of the
class or series, shall be one person holding or representing by proxy
at least one-third of the issued shares of that class or series.
PART 13
DIRECTORS
13.1 The subscribers to the memorandum of the corporation
are the first directors. The directors, if any, to succeed the first
directors 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, shall be elected by the shareholders entitled to vote on
the election of directors. 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.
13.2 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 shareholders. Such remuneration may be in addition
to any salary or other remuneration paid to any officer or employee of
the corporation 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 corporation and if any director
shall perform any professional or other services for the corporation
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
corporation's business, he may be paid a remuneration to be fixed by
the Board, or, at the option of such director, by the corporation 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 corporation, unless
otherwise determined by ordinary resolution, may pay a gratuity,
pension or allowance on retirement to any director who has held any
salaried office or place of profit with the corporation or to his
spouse or dependants and may make contributions to any fund and pay
premiums for the purchase or provision of any such gratuity, pension
or allowance.
13.3 A director shall not be required to hold a share in
the capital of the corporation as qualification for his directorship.
PART 14
ELECTION AND REMOVAL OF DIRECTORS
14.1 At each annual general meeting of the corporation all
the directors shall retire and the shareholders entitled to vote
thereat shall elect a Board of Directors.
14.2 A retiring director shall be eligible for re-election
14.3 Where the corporation fails to hold an annual general
meeting in accordance with the Act, the directors then in office shall
be deemed to have been elected or appointed as directors pursuant to
these by-laws on the last day on which the annual general meeting
could have been held, 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.
14.4 Where the number of directors of the corporation has
been fixed by ordinary resolution, the Board elected at any annual
general meeting shall, if the number of nominees is sufficient,
consist of that number. If the Board elected consists of fewer
directors than the number so fixed, the vacancies remaining on the
Board shall be deemed to be casual vacancies.
14.5 Subject to the Act and the Articles, a quorum of the
Board may fill all casual vacancies on the Board.
14.6 Regardless of the number of directors of the
corporation as may have been fixed by ordinary resolution, between
annual general meetings the directors shall have the power to appoint
one or more additional directors but not more than one-third of the
number of directors who held office at the expiration of the last
annual meeting of the corporation.
14.7 Any director may by instrument in writing delivered to
the corporation appoint any person to be 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 corporation.
Every such alternate shall be entitled to notice of meetings of the
directors and to attend and vote as a director at a meeting at which
the person appointing him is not personally present, and, if he is a
director, to have a separate vote on behalf of the director he is
representing in addition to his own vote. A director may at any time
by instrument, telegram, telex or any method of transmitting legibly
recorded messages delivered to the corporation revoke the appointment
of an alternate appointed by him. The remuneration payable to such an
alternate, if any, shall be payable out of the remuneration of the
director appointing him.
14.8 In addition to the applicable provisions of the Act, a
director ceases to hold office when he is convicted of an indictable
offense and the other directors have unanimously resolved to remove
him.
PART 15
POWERS AND DUTIES OF DIRECTORS
15.1 The directors shall manage or supervise the management
of the affairs and business of the corporation and shall have the
authority to exercise all such powers of the corporation as are not,
by the Act or by the memorandum or these by-laws, required to be
exercised by the corporation in general meeting.
15.2 The directors may from time to time, by power of
attorney, appoint any person to be the attorney of the corporation for
such purposes, and with such powers, authorities and discretions (not
exceeding those vested in or exercisable by the directors under these
by-laws 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 appointment
may be made in favour of any of the directors or any of the
shareholders of the corporation or in favour of any corporation, or of
any of the shareholders, directors, nominees or managers of any
corporation, firm or joint venture and any such power of attorney 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 sub-delegate all or any
of the powers, authorities and discretions for the time being vested
in them.
PART 16
DISCLOSURE OF INTEREST OF DIRECTORS
16.1 A director who is, in any way, directly or indirectly,
interested in a proposed contract or transaction with the corporation
shall be counted in the quorum at any meeting of the directors at
which the proposed contract or transaction is approved.
16.2 A director may hold any office or place of profit with
the corporation, other than the office of auditor of the corporation,
in conjunction with his directorship 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
directorship from contracting with the corporation 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 Act, no contract or transaction entered into by or
on behalf of the corporation in which a director is in any way
interested shall be liable to be voided by reason thereof.
16.3 Subject to compliance with the provisions of the Act,
a director or his firm may act in a professional capacity for the
corporation and he or his firm shall be entitled to remuneration for
professional services as if he were not a director.
16.4 A director may be or become a director or other
officer or employee of, or otherwise interested in, any other
corporation or firm, whether or not the corporation is interested
therein as a shareholder or otherwise, and, subject to compliance with
the provisions of the Act, such director shall not be accountable to
the corporation for any remuneration or other benefits received by him
as a director, officer or employee of, or from his interest in, such
other corporation or firm.
PART 17
PROCEEDINGS OF DIRECTORS
17.1 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. With the consent of the meeting, the
solicitor of the corporation, if present, may act as chairman of a
meeting of the directors.
17.2 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.
17.3 A director may participate in a meeting of the Board
or of any committee of the directors by means of conference telephone
or other communications facility by means of which all directors
participating in the meeting can hear each other and provided that no
director objects to such participation. A director participating in a
meeting in accordance with this article shall be deemed to be present
at the meeting and shall be counted in the quorum therefor and be
entitled to speak and vote thereat.
17.4 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 director and alternate director at his
address as it appears on the books of the corporation 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 or alternate director (a) who is at the time
not in the Province of British Columbia or (b) 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.
17.5 Any director of the corporation 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 thereafter. After filing such
waiver with respect to future meetings and until such waiver is
withdrawn, no notice need by 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 not be deemed to have been improperly
called or constituted by reason of notice not having been given to
such director or alternate director.
17.6 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 a majority of the directors holding office at the time
or, if the corporation shall have only one director, shall be one
director. An alternate director appointed pursuant to article 14.7
and in attendance at a meeting of directors shall be counted in the
quorum for such meeting. Where such alternate is himself a director,
he shall be counted twice, both in his personal capacity and as an
alternate director.
17.7 Subject to the Act, the continuing directors may act
notwithstanding any vacancy in their body, but if and so long as their
number is reduced below the number, if any, fixed pursuant to these
by-laws as the necessary quorum of 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 corporation, but for
no other purpose.
17.8 Subject to the provisions of the Act, all acts done by
any meeting of the directors or 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 such director or of the shareholders of
such committee or person acting as aforesaid, or that they or any of
them were disqualified, be as valid as if every such person had been
duly elected or appointed and was qualified to be a director.
17.9 A resolution consented to in writing, whether by
document, telegram, telex or any method of transmitting legibly
recorded messages or other means, by all of the directors or their
alternates shall be as valid and effectual as if it had been passed at
a meeting of the directors duly called and held. Such resolution may
be in two or more counterparts which together shall be deemed to
constitute one resolution in writing. Such resolution shall be filed
with the minutes of the proceedings of the directors and shall be
effective on the date stated thereon or on the latest date stated on
any counterpart.
PART 18
EXECUTIVE AND OTHER COMMITTEES
18.1 The directors may by resolution appoint an Executive
Committee to consist of such shareholder or shareholders of their body
as they think fit, which committee shall have, and may exercise during
the intervals between the meetings of the Board, all the powers vested
in the Board except the power to fill vacancies in the Board, the
power to change the shareholdership of, or fill vacancies in, the
Executive Committee or any other committee of the Board and such other
powers, if any, as may be specified in the resolution. The Executive
Committee shall keep regular minutes of its business and shall cause
them to be recorded in books kept for that purpose, and shall report
the same to the Board of Directors at such times as the Board of
Directors may from time to time require. The Board shall have the
power at any time to revoke or override the authority given to or acts
proposed by the Executive Committee, except as to acts done before
such revocation or overriding, and to terminate the appointment or
change the shareholdership of such committee and to fill vacancies in
it. The Executive Committee may make rules for the conduct of its
business and may appoint such assistants as it may deem necessary.
The quorum necessary for the transaction of business of the Executive
Committee shall be a majority of its shareholders.
18.2 The directors may by resolution appoint one or more
committees consisting of such shareholder or shareholders of their
body as they think fit and may delegate to any such committee between
meetings of the Board such powers of the Board as they think fit
(except the power to fill vacancies in the Board, the power to change
the shareholdership of or fill vacancies in any committee of the Board
and the power to appoint or remove officers appointed by the Board)
subject to such conditions as may be prescribed in such resolution.
All committees so appointed shall keep regular minutes of their
business and shall cause them to be recorded in books kept for that
purpose, and shall report the same to the Board of Directors at such
times as the Board of Directors may from time to time require. The
directors shall have the power at any time to revoke or override any
authority given to or acts proposed by any such committee, except as
to acts done before such revocation or overriding, and to terminate
the appointment or change the shareholdership of a committee and to
fill vacancies in it. Committees may make rules for the conduct of
their business and may appoint such assistants as they may deem
necessary. The quorum necessary for the transaction of business of
any such committee shall be a majority of its shareholders.
18.3 The Executive Committee and any other committee may
meet and adjourn as it thinks proper. Questions arising at any
meeting shall be determined by a majority of votes of the shareholders
of the committee present and, in the case of an equality of votes, the
chairman shall not have a second or casting vote. A resolution
approved in writing by all the shareholders of the Executive Committee
or any other committee shall be as valid and effective as if it had
been passed at a meeting of such committee duly called and
constituted. Such resolution may be in two or more counterparts which
together shall be deemed to constitute one resolution in writing.
Such resolution shall be filed with the minutes of the proceedings of
the committee and shall be effective on the date stated thereon or on
the latest date stated on any counterpart.
PART 19
OFFICERS
19.1 The directors shall, from time to time, appoint a
President and a Secretary and such other officers, if any, as the
directors shall determine 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 Act.
19.2 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 corporation has only one shareholder.
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. The remuneration of the officers of the corporation
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 corporation, a pension or gratuity. 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 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. Notwithstanding the foregoing, the
Secretary shall, inter alia, perform such functions of the Secretary
as may be specified in the Act.
PART 20
INDEMNITY AND PROTECTION OF
DIRECTORS, OFFICERS AND EMPLOYEES
20.1 Subject to the provisions of the Act, the directors
shall cause the corporation to indemnify a director or former director
of the corporation and the directors may cause the corporation to
indemnify a director or former director of a corporation of which the
corporation is or was a shareholder, and in either case 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 corporation or a director of such corporation,
including any action brought by the corporation or any such
corporation. Each director of the corporation on being elected or
appointed shall be deemed to have contracted with the corporation on
the terms of the foregoing indemnity.
20.2 Subject to the provisions of the Act, the directors
may cause the corporation to indemnify any officer, employee or agent
of the corporation or of a corporation of which the corporation 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 incurred by him or them and resulting from his
acting as an officer, employee or agent of the corporation or such
corporation. In addition, the corporation shall indemnify the
Secretary or an Assistant Secretary of the corporation (if he shall
not be a full time employee of the corporation and notwithstanding
that he is also a director), and his heirs and legal representatives,
against all costs, charges and expenses whatsoever incurred by him or
them and arising out of the functions assigned to the Secretary by the
Act and each such Secretary and Assistant Secretary shall on being
appointed be deemed to have contracted with the corporation on the
terms of the foregoing indemnity.
20.3 The failure of a director or officer of the
corporation to comply with the provisions of the Act or of the
memorandum or these by-laws shall not invalidate any indemnity to
which he is entitled under this Part.
20.4 The directors may cause the corporation to purchase
and maintain insurance for the benefit of any person who is or was
serving as a director, officer, employee or agent of the corporation
or as a director, officer, employee or agent of any corporation of
which the corporation is or was a shareholder, and his heirs, or
personal representatives, against any liability incurred by him as a
director, officer, employee or agent, as the case may be.
PART 21
DIVIDENDS AND RESERVE
21.1 Subject to the provisions of the Act, 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 shareholder. No dividend shall be paid otherwise
than out of funds or assets properly available for the payment of
dividends and a declaration by the directors as to the amount of such
funds or assets available for dividends shall be conclusive. The
corporation 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 corporation or any other
corporation or in any one or more such ways as may be authorized by
the corporation or the directors. 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 shareholders may otherwise be
entitled, shall be made to any shareholders 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.
21.2 Any dividend declared on shares of any class by the
directors may be made payable on such date as is fixed by the
directors.
21.3 Subject to the rights of shareholders, if any, holding
shares with specific rights as to dividends, all dividends on shares
of any class shall be declared and paid according to the number of
such shares held.
21.4 The directors may, before declaring any dividend, set
aside out of 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 corporation may be properly applied, and
pending such application may, at the like discretion, either be
employed in the business of the corporation or be invested in 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 as they consider prudent not to divide.
21.5 If several persons are registered as joint holders of
any share, any one of them may give an effective receipt for any
dividend, bonus or other monies payable in respect of the share.
21.6 No dividend shall bear interest against the
corporation. Where the dividend to which a shareholder 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.
21.7 Any dividend, bonus or other monies 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 of shareholders, 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.
21.8 Notwithstanding anything contained in these by-laws,
the directors may from time to time capitalize any undistributed
surplus on hand of the corporation and may from time to time issue as
fully paid and non-assessable any unissued shares, or any bonds,
debentures or debt obligations of the corporation as a dividend
representing such undistributed surplus on hand or any part thereof.
PART 22
ACCOUNTING RECORDS
22.1 The corporation shall cause to be kept proper books of
account and accounting records in respect of all financial and other
transactions of the corporation in order properly to record the
financial affairs and condition of the corporation and to comply with
the Act.
22.2 Unless the directors determine otherwise, or unless
otherwise determined by an ordinary resolution, no shareholder of the
corporation shall be entitled to inspect the accounting records of the
corporation.
PART 23
NOTICES
23.1 A notice, statement or report may be given or
delivered by the corporation to any shareholder either by delivery to
him personally or by sending it by mail to him to his address as
recorded in the register of shareholders. Where a notice, statement
or report is sent by mail, service or delivery of the notice,
statement or report shall be deemed to be effected by properly
addressing, prepaying and mailing the notice, statement or report and
to have been given on the day, Saturdays and holidays excepted,
following the date of mailing. A certificate, signed by the Secretary
or other officer of the corporation or of any other Acting in that
behalf for the corporation stating that the letter, envelope or
wrapper containing the notice, statement or report was so addressed,
prepaid and mailed shall be conclusive evidence thereof.
23.2 A notice, statement or report may be given or
delivered by the corporation to the joint holders of a share by giving
the notice to the joint holder first named in the register of
shareholders in respect of the share.
23.3 A notice, statement or report may be given or
delivered by the corporation to the persons entitled to a share in
consequence of the death, bankruptcy or incapacity of a shareholder by
sending it by mail, prepaid, addressed to them by name or by the title
of representatives of the deceased or incapacitated person or trustee
of the bankrupt, or by any like description, at the address, if any,
supplied to the corporation for such 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.
23.4 Notice of every general meeting or meeting of
shareholders holding shares of a particular class or series shall be
given in a manner hereinbefore authorized to every shareholder
holding, at the time of the issue of the notice or the date fixed for
determining the shareholders entitled to such notice, whichever is the
earlier, 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
corporation and the directors of the corporation shall be entitled to
receive notice of any such meeting.
PART 24
SEAL
24.1 The directors may provide a seal for the corporation
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:
(a) any two directors; or
(b) one of the Chairman of the Board, the President, the
Managing Director, a director and a Vice-President together
with one of the Secretary, the Treasurer, the Secretary-
Treasurer, an Assistant Secretary, an Assistant Treasurer
and an Assistant Secretary-Treasurer; or
(c) if the corporation shall have only one shareholder, the
President or the Secretary; or
(d) 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 seal true copies of any document
or resolution, the seal may be affixed in the presence of any one
director or officer. Any document to which the seal of the
corporation is affixed in accordance with the provisions of this
article shall be deemed for all purposes to be a valid and binding
obligation of the corporation in accordance with its terms.
24.2 To enable the seal of the corporation to be affixed to
any bonds, debentures, share certificates, or other securities of the
corporation, whether in definitive or interim form, on which
facsimiles of any of the signatures of the directors or officers of
the corporation are, in accordance with the Act or these by-laws,
printed or otherwise mechanically reproduced, there may be delivered
to the firm or person employed to engrave, lithograph or print such
definitive or interim bonds, debentures, share certificates or other
securities one or more unmounted dies reproducing the corporation's
seal and the Chairman of the Board, the President, the Managing
Director or a Vice-President and the Secretary, Treasurer, Secretary-
Treasurer, an Assistant Secretary, an Assistant treasurer or an
Assistant Secretary-Treasurer may by a document authorize such firm or
person to cause the corporation's seal to be affixed to such
definitive or interim bonds, debentures, share certificates or other
securities by the use of such dies. Bonds, debentures, share
certificates or other securities to which the corporation's seal has
been so affixed shall for all purposes be deemed to be under and to
bear the corporation's seal lawfully affixed thereto.
PART 25
MECHANICAL REPRODUCTION OF SIGNATURES
25.1 The signature of any officer, director, registrar,
branch registrar, transfer agent or branch agent of the corporation,
unless otherwise required by the Act or by these by-laws, may, if
authorized by the directors, be printed, lithographed, engraved or
otherwise mechanically reproduced upon all instruments executed or
issued by the corporation or any officer thereof. Any instrument on
which the signature of any such person is so reproduced shall be
deemed to have been manually signed by such person whose signature is
so reproduced and shall be 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 the
office that he is stated on such instrument to hold at the date of the
delivery or issue of such instrument.
25.2 The term "instrument" as used in article 25.1, shall
include deeds, mortgages, hypothecs, charges, conveyances, transfers
and assignments of property, real or personal, agreements, releases,
receipts and discharges for the payment of money or other obligations,
shares and share warrants of the corporation, bonds, debentures and
other debt obligations of the corporation, and all paper writings.