Name/Structure Change Alberta Corporation - Registration Statement
Service Request Number: 3184386
Corporate Access Number: 206770729
Legal Entity Name: CORNICHE CAPITAL INC.
French Equivalent Name:
Legal Entity Status: Active
Alberta Corporation Type: Named Alberta Corporation
New Legal Entity Name: PRINTLUX.COM INC.
New French Equivalent Name:
Nuans Number: 71096028
Nuans Date: 2001/07/09
French Nuans Number:
French Nuans Date:
Share Structure: REFER TO "SHARE CAPITAL"
ATTACHMENT.
Share Transfers Restrictions: NONE.
Number Of Directors:
Min Number Of Directors: 1
Max Number Of Directors: 10
Business Restricted To: NONE.
Business Restricted From: NONE.
REFER TO "OTHER RULES OR
PROVISIONS"
Other Provisions: ATTACHMENT.
BCA Section/Subsection: SECTIONS 167(1)(A) AND 167(1)(F)
Professional Endorsement Provided:
Future Dating Required:
Amendment Date: 2001/08/23
- --------------------------------------------------------------------------------
Annual Return
Electronically Registered in
The Alberta Registries
CORES System on
aug 23/01 /s/
----------------------------------
(date & initials of accredited user)
1 of 2
<page>
File Year Date Filed
2000 2001/02/22
1999 12000/01 /27
1998 1998/12/14
Attachment
ttachment Type Microfilm Bar Code Date Recorded
[Section 167(1)(f) Schedule ELECTRONIC 12001/08/23
Registration Authorized By: ANDREA J. BURROWS
SOLICITOR
2 of 2
<page>
SECTION 167(1)(F) SCHEDULE
Attached to and Forming Part of the Articles of
PRINTLUX.COM INC.
------------------------------------------------
1. The issued and outstanding Common Shares of the Corporation be
consolidated on the basis of one (1) new Common Share for each two (2)
Common Shares outstanding.
2. Shareholders of the Corporation shall not be entitled to receive
fractional shares as a result of the Consolidation, and the number of
shares issuable on the Consolidation shall be rounded to the nearest
whole number of shares.
<page>
Name/Structure Change Alberta Corporation - Registration Statement
Service Request Number: 2194179
Corporate Access Number: 206770729
Legal Entity Name: CORNICHE CAPITAL INC.
French Equivalent Name:
Legal Entity Status: Active
Alberta Corporation Type: Named Alberta Corporation
New Legal Entity Name: CORNICHE CAPITAL INC.
New French Equivalent Name:
Nuans Number: PRE-CONV
Nuans Date: 1995/12/04
French Nuans Number:
French Nuans Date:
Share Structure: REFER TO "SHARE CAPITAL" ATTACHMENT.
Share Transfers Restrictions: NONE.
Number Of Directors:
Min Number Of Directors: 1
Max Number Of Directors: 10
Business Restricted To: NONE
Business Restricted From: NONE
Other Provisions: REFER TO "OTHER RULES OR
PROVISIONS" ATTACHMENT.
BCA Section/Subsection: SECTIONS 174(l),126(4) AND 167(1)(M)
Professional Endorsement Provided:
Future Dating Required:
Amendment Date: 2000/07/25
- --------------------------------------------------------------------------------
Annual Return
Electronically Registered in
The Alberta Registries
CORES System on
July 25/00
-----------------------------------
(date & initials of accredited user)
1 of 2
<page>
File Year Date :
1999 2000/01/27
1998 1998/12/14
1997 1998/12/14
-------------------------------------------------------------------------------
Attachment
Attachment Type Microfilm Bar Code: Date Recorded
Share Structure ELECTRONIC 2000/07/25
Other Rules or Provisions ELECTRONIC 2000/07/25
Registration Authorized By: FELICIA B. BORTOLUSSI SOLICITOR
2 of 2
<page>
SHARE CAPITAL
Attached to and Forming Part of the Articles of
CORNICHE CAPITAL INC.
------------------------------------------------
The Corporation is authorized to issue an unlimited number of shares designated
as Corm-non Shares and an unlimited number of shares designated as Preferred
Shares.
Common Shares
-------------
Common Shares, the holders of which are entitled or subject to the following
preferences, priorities, rights, limitations and conditions:
(a) To vote at any meeting of shareholders of the Corporation;
(b) To receive any dividend declared by the Corporation to be payable to
the Common Shares, and
(c) To receive the remaining property of the Corporation on dissolution,
pro rata with the holders of any other classes of shares entitled to
receive the remaining property of the Corporation on dissolution.
Preferred Shares
----------------
The rights, privileges, restrictions and conditions attached to the Preferred
Shares, as a class, shall be as follows:
(a) Issuance in Series
------------------
(i) Subject to the filing of Articles of Amendment in accordance
with the Business Corporations Act (Alberta) (the "Act"), the
Board of Directors may at any time and from time to time issue
the Preferred Shares in one or more series, each series to
consist of such number of shares as may, before the issuance
thereof, be determined by the Board of Directors.
(ii) Subject to the filing of Articles of Amendment in accordance
with the Act, the Board of Directors may from time to time fix,
before issuance, the designation, rights, privileges,
restrictions and conditions attached to each series of Preferred
Shares including, without limiting the generality of the
foregoing, the amount, if any, specified as being payable
preferentially to such series on a Distribution; the extent, if
any, of further participation on a Distribution; voting rights,
if any; and dividend rights (including whether such dividends be
preferential, or cumulative or noncumulative), if any.
(b) Liquidation
-----------
In the event of the voluntary or involuntary liquidation, dissolution or
winding-up of the Corporation, or any other distribution of its assets
among its shareholders for the purpose of
<page>
-2-
winding-up its affairs (such event referred to herein as a
"Distribution"), holders of each series of Preferred Shares shall be
entitled, in priority to holders of Common Shares and any other shares
of the Corporation ranking junior to the Preferred Shares from time to
time with respect to payment on a Distribution, to be paid rateably with
holders of each other series of Preferred Shares the amount, if any,
specified as being payable preferentially to the holders of such series
on a Distribution.
(c) Dividends
---------
The holders of each series of Preferred Shares shall be entitled, in
priority to holders of Common Shares and any other shares of the
Corporation ranking junior to the Preferred Shares from time to time
with respect to the payment of dividends, to be paid rateably with
holders of each other series of Preferred Shares, the amounts of
accumulated dividends, if any, specified as being payable preferentially
to the holder of such series.
<page>
OTHER RULES OR PROVISIONS
Attached to and Forming Part of the Articles of
CORNICHE CAPITAL INC.
-----------------------------------------------
1. At all meetings of the Board of Directors every question shall be
decided by a majority of the votes cast on the question. Subject to any
Unanimous Shareholders Agreement, in cases of an equality of votes of
the Chairman of the meeting shall not be entitled to a second or casting
vote.
2. At any meeting of Shareholders every question shall, unless otherwise
required by the Articles, By-Laws, any Unanimous Shareholders Agreement,
or Business Corporations Act, be determined by the majority of the votes
cast on the question. Subject to any Unanimous Shareholders Agreement,
in case of an equality of votes either upon a show of hands or upon a
poll, the Chairman of the meeting shall not be entitled to a second or
casting vote.
3. The Corporation shall have a lien on the shares registered in the name
of the shareholder or his legal representative for a debt of that
shareholder to the Corporation.
4. The Board of Directors may, between annual general meetings, appoint one
or more additional directors of the Corporation to serve until the next
annual general meeting, but the number of additional directors shall not
at any time exceed one third of the number of directors who held office
at the expiration of the last annual meeting of the Corporation.
5. Meetings of the shareholders of the Corporation may be held in the
Greater Vancouver Regional District, in the Province of British
Columbia, in addition to anywhere in Alberta.
<page>
FORM 4
BUSINESS CORPORATIONS ACT
FORM 4 (SECTION 27 OR 171)
ARTICLES OF AMENDMENT
- --------------------------------------------------------------------------------
1. NAME OF CORPORATION: 2. CORPORATE ACCESS NUMBER
CORNICHE CAPITAL. INC. 20677072
- --------------------------------------------------------------------------------
3. THE ARTICLES OF THE ABOVE-NAMED CORPORATION ARE AMENDED AS FOLLOWS:
In accordance with Sections 167(1)(1) of the Business Corporations Act,
the following provisions shall be deleted from Item 3, RESTRICTIONS IF
ANY ON SHARE TRANSFERS, in the Articles of Incorporation:
1. No shares of the capital of the Corporation shall be
transferred without the express consent of a majority
of the Directors to be signified by a resolution passed
by the Board of Directors.
2. The number of shareholders of the Corporation,
EXCLUSIVE OF:
(a) persons who are in its employment or that of
an affiliate, determined in accordance with The
Securities Act (Alberta) as from time to time
amended, and
(b) persons who, having been formerly in its
employment or that of an affiliate, were, while
in that employment, shareholders of the
Corporation and have continued to be
shareholders of the Corporation after
termination of that employment,
is limited to not more than fifty, two or more persons who are joint
registered owners of one or more shares being counted as one
shareholder.
3. The Corporation shall neither distribute its securities to the public
nor make any invitation to the public to subscribe for securities.
- --------------------------------------------------------------------------------
DATE SIGNATURE TITLE
October 7, 1997 /s/ Susan L. Gaetz
------------------ Solicitor
SUSAN L. GAETZ
- --------------------------------------------------------------------------------
FILED
OCT 09 1997
Registar of Corporations
Province of Alberta
<page>
FORM 4
BUSINESS CORPORATIONS ACT
FORM 4 (SECTION 27 OR 171)
ARTICLES OF AMENDMENT
- --------------------------------------------------------------------------------
1. NAME OF CORPORATION: 2. CORPORATE ACCESS NUMBER
CORNICHE CAPITAL. INC. 20677072
- --------------------------------------------------------------------------------
3. THE ARTICLES OF THE ABOVE-NAMED CORPORATION ARE AMENDED AS FOLLOWS:
In accordance with Section 167(1)(d) of the Business Corporations Act (Alberta),
Item 2, THE CLASSES AND ANY MAXIMUM NUMBER OF SHARES THAT THE CORPORATION IS
AUTHORIZED TO ISSUE, of the Articles of Incorporation shall be amended by
renaming the Class A shares as Common Shares and amending the existing Class B,
C, D, E and F shares by replacing them with a single class of an unlimited
number of Preferred Shares with the rights, privileges, restrictions and
conditions as detailed below:
2. PREFERRED SHARES
----------------
The rights, privileges, restrictions and conditions attached to the
Preferred Shares, as a class, shall be as follows:
1. Issuance in Series
------------------
1.1 Subject to the filing of Articles of Amendment in accordance with the
Business Corporations Act (Alberta) (the "Act"), the Board of Directors
many at any time and from time to time issue the Preferred Shares in
one or more series, each series to consist of such number of shares
as may, before the issuance thereof, be determined by the Board of
Directors.
1.2 Subject to the filing of Articles of Amendment in accordance with the
Act, the Board of Directors may from time to time fix, before issuance,
the designation, rights, privileges, restrictions and conditions
attached to each series of Preferred Shares including, without limiting
the generality of the foregoing, the amount, if any, specified as being
payable preferentially to such series on a Distribution; the extent, if
any, of further participation on a Distribution; voting rights, if any;
and dividend rights (including whether such dividends be preferential,
or cumulative or non-cumulative), if any.
2. Liquidation
-----------
2.1 In the event of the voluntary or involuntary liquidation, dissolution or
winding-up of the Corporation, or any other distribution of its assets
among its shareholders for the purpose of winding-up its affairs (such
event referred to herein as a "Distribution"), holders of each series of
Preferred Shares shall be entitled, in priority to holders of Common
Shares and any other shares of the Corporation ranking junior to the
Preferred Shares from time to time with respect to payment on a
Distribution, to be paid rateably with holders of each other series of
Preferred Shares the amount, if any, specified as being payable
preferentially to the holders of such series on a Distribution.
3. Dividends
----------
3.1 The holders of each series of Preferred Shares shall be entitled, in
priority to holders of Common Shares and any other shares of the
Corporation ranking junior to the Preferred Shares from time to time
with respect to the payment of dividends, to be paid rateably with
holders of each other series of Preferred Shares, the amount of
accumulated dividends, if any, specified as being payable preferentially
to the holder of such series.
- --------------------------------------------------------------------------------
DATE SIGNATURE TITLE
July 9, 1996 /s/ Peter E. Hayvren
------------------ Solicitor
Peter E. Hayvren
- --------------------------------------------------------------------------------
FILED
JUL 09 1996
Registar of Corporations
Province of Alberta
<page>
FORM 4
BUSINESS CORPORATIONS ACT
FORM 4 (SECTION 27 OR 171)
ARTICLES OF AMENDMENT
- --------------------------------------------------------------------------------
1. NAME OF CORPORATION: 2. CORPORATE ACCESS NUMBER
CORNICHE CAPITAL. INC. 20677072
- --------------------------------------------------------------------------------
3. THE ARTICLES OF THE ABOVE-NAMED CORPORATION ARE AMENDED AS FOLLOWS:
In accordance with Section 167(1)(a) of the Business Corporations Act
the name in item 1 on the Articles of Incorporation shall be changed
from 677072 ALBERTA LTD. to CORNICHE CAPITAL INC.
- --------------------------------------------------------------------------------
DATE SIGNATURE TITLE
June 20, 1996 /s/ Peter E. Hayvren
------------------ Solicitor
Peter E. Hayvren
- --------------------------------------------------------------------------------
FILED
JUN 20 1996
Registar of Corporations
Province of Alberta
<page>
- --------------------------------------------------------------------------------
BUSINESS CORPORATIONS ACT FORM 1
Alberta Consumer and
Corporate Affairs
ARTICLES OF INCORPORATION
1. NAME OF CORPORATION.
677072 ALBERTA LTD
2. THE CLASSES AND ANY MAXIMUM NUMBER OF SHARES THAT THE CORPORATION
IS AUTHORIZED TO ISSUE.
The Corporation is authorized to issue an unlimited number of:
1. Class A Shares
--------------
Class A shares, the holders of which are entitled or subject to the
following preferences, priorities, rights, limitations and conditions:
(a) To vote at any meeting of shareholders of the Corporation;
(b) To receive any dividend declared by the Corporation to be
payable to the Class A shares; and
(c) To receive the remaining property of the Corporation on
dissolution, pro rata with the holders of any other classes of
shares entitled to receive the remaining property of the
Corporation on dissolution.
2. Class B Shares
--------------
Class B shares, the holders of which are entitled or subject to the
following preferences, priorities, rights, limitations and conditions:
(a) The holders of the Class B shares are not entitled to vote at any
meeting of shareholders of the Corporation.
(b) To receive any dividend declared by the Corporation to be payable
to the Class B shares; and
(c) To receive the remaining property of the Corporation upon
dissolution, pro rata with the holders of any other classes of
shares entitled to receive the remaining property of the
Corporation on dissolution.
3. Class C Shares
----------------
Class C shares, the holders of which
are entitled or subject to the
following preferences, priorities,
rights, limitations and conditions:
(a) To vote at any meeting of shareholders of the Corporation;
(b) To receive non-cumulative dividends when declared by the
Corporation to be payable on the Class C shares up to but not
exceeding 10% per annum of the Fixed Amount of the Class C
shares;
(c) To receive in priority to the Class A and B shares, the
remaining property of the Corporation on dissolution up to a
maximum amount equal to the Fixed Redemption Amount of the
Class C shares. The Class C shares shall not be entitled to
share any further in the distribution of the profits, property
or assets of the Corporation;
(d) To have a redemption price for each Share fixed at $0.10 (the
"Fixed Amount"), plus any declared but unpaid dividends
thereon, both referred to as the "Redemption Amount"; and
(e) By Resolution of the directors of the Corporation, all or any
part of the Shares at any time outstanding may, at any time
and from time to time, be redeemed by the Corporation on
the date fixed for such resolution, at an amount equal to the
Redemption Amount.
4. Class D Shares
---------------
Class D shares (the "Shares"), the holders of which are entitled or
subject to the following preferences, priorities, rights, limitations
and conditions:
(a) The holders of the Shares are not, except in accordance with
the provisions of the Business Corporations Act, entitled to
vote at any meeting of the shareholders of the Corporation;
-2-
(b) To receive a non-cumulative dividend at a rate determined by
the Board of Directors at the time of declaration of such
dividend, which rate shall not exceed ten (10%) per cent per
annum on the Fixed Amount (as herein after defined) per share
payable annually. Dividends may be declared or paid in a year
on any other class of shares, without a dividend having been
declared or paid on the Shares. The Shares shall not be
entitled to participate any further with respect to dividends
except to the extent hereinbefore provided;
c) To receive, on the liquidation, dissolution, winding-up or
other distribution of the assets of the Corporation among its
shareholders for the purpose of winding-up its affairs and
before distribution of any part of the assets of the
Corporation to holders of the Class A, B and C shares an amount
equal to the Redemption Amount (as hereinafter defined). The
holders shall not be entitled to share any further in the
distribution of the profits, property or assets of the
Corporation;
(d) The redemption price for each Share shall be a fixed amount, the
"Fixed Amount" of $1.00 plus any unpaid dividends thereon both
referred to as the "Redemption Amount;"
(e) By resolution of the Directors, all or any part of the Shares
at any time outstanding may, at any time and from time to
time, be redeemed by the Corporation on the date fixed by
such resolution at an amount equal to the Redemption Amount;
(f) By resolution of the Directors, all or any part of the Shares
at any time outstanding may, at any time and from time to time,
be purchased by the Corporation on the date fixed by such
resolution, at an amount equal to the Redemption Amount;
(g) The Corporation shall within thirty days of receipt of a notice
in writing from any holder of the Shares setting out:
(i) the number of Shares to be redeemed or purchased; and
(ii) the chartered bank or trust company in the city in
which the registered office of the Corporation is located
to which any amount on the redemption or purchase is to
be paid,
purchase or redeem the number of Shares described in that notice
for an amount equal to the Redemption Amount times the number
of Shares to be redeemed or purchased;
(h) If notice is given by any holder requiring a redemption or
repurchase or if the Directors resolve to redeem or purchase
any of the Shares, then an amount sufficient to redeem or
purchase those Shares to be redeemed or purchased shall be
deposited by the Corporation with any trust company or
chartered bank, to be specified in the notice or specified in
the Directors' Resolution, on or before the date so fixed for
the redemption or purchase. The holder shall have no rights
against the Corporation in respect to these Shares except, upon
surrender of certificates for Shares, to receive payment
thereout of the money so deposited;
(i) If part only of the then outstanding Shares is at any time to
be redeemed or purchased by resolution of the Directors, the
Shares to be redeemed or purchased shall be taken from the
holders of the Shares pro rata according to the number of
Shares held by each, except in cases where shareholders waive,
in writing, the right in respect of such partial redemption or
purchase. If this procedure results in leaving a fractional
part of a Share outstanding, such fractional part shall also
be redeemed or purchased by the Corporation;
(j) A Share cannot be redeemed or purchased for an amount greater
than the Redemption Amount nor can it be redeemed or purchased
for an amount less than the lesser of the Redemption Amount and
the net realizable value, in cash, of the assets of the
Corporation at the time of redemption or purchase available to
be distributed to the holder of that Share;
(k) Notwithstanding paragraph (d), if the fair market value of any
property received
as consideration for the issuance of any Shares should be determined, the
"Adjusted Fair Market Value," whether:
(i) by a tribunal or court of competent jurisdiction;
(ii) by agreement between the Corporation and the Department
of National Revenue; or
(iii) by agreement between the Corporation and the holders of
the Shares,
to be different from the fair market value determined at the
time such Shares were issued, the "Fair Market Value," then
subject to the Business Corporations Act, the Directors, on
behalf of the Corporation, shall ensure that the Fixed Amount
shall be increased or decreased, as the case requires, by an
amount equal to the difference between the Adjusted Fair Market
Value and the Fair Market Value divided by the original number
of Shares issued. This adjustment shall be made retroactively
effective as of the date of issuance of the Shares;
<page>
-3-
(l) If an adjustment is made to the Fixed Amount pursuant to
paragraph (k), and if the Directors decide an adjustment to the
stated capital of the Shares is required, then subject to the
provisions of the Business Corporations Act, the stated capital
of the Shares shall be adjusted retroactively to the date or
dates of issuance of the Shares and to the amount determined by
the Directors;
(m) If dividends are paid on the Shares between the date of issue
and the actual date of any adjustment provided for in paragraph
(k), then forthwith upon any adjustment being made pursuant to
paragraph (k), an amount shall be paid by the Corporation or by
the recipient of the dividend on the Shares, as the case may be.
The amount payable shall be equal to the difference between the
amount of dividend actually received and the amount of dividend
which would have been received if the adjustment, pursuant to
paragraph (k), had actually been made at the date of issuance of
the Shares;
(n) If any Shares are redeemed or purchased, pursuant to any of
paragraphs (e), (f) or (g), before the actual date of any
adjustment provided for in paragraph (k), then forthwith upon
any adjustment being made, pursuant to paragraph (k), an amount
shall be paid by the Corporation or the person whose Shares were
redeemed or purchased, as the case may be. The amount payable
shall be equal to the difference between the Redemption Amount
actually paid on the redemption or purchase of the Shares and
the Redemption Amount which would have been paid on the
redemption or purchase of the redeemed or purchased Shares if
the adjustment pursuant to paragraph (k) had actually been made
at the date of issuance of the redeemed Shares;
(o) The Directors shall not allot and issue any Shares or approve of
the transfer of any Shares unless the subscriber or the
transferee, as the case may be, is made aware of the provisions
of paragraphs (k), (I), (m) and (n) hereof and agrees, in a form
and manner satisfactory to the Directors, to be bound by and
comply with the provisions of these paragraphs. Each Share
certificate issued shall contain a reference that the holder
thereof is subject to the provisions of paragraphs (k), (1), (m)
and (n) hereof;
(p) The Shares are created pursuant to and in accordance with the
exchange of property provisions of subsection 26(3) of the
Business Corporations Act, being Chapter B-15 of the 1981
Statutes of Alberta, as amended;
(q) No distribution shall be made to the holders of any of the Class
A, B or C shares of the Corporation if such distribution would
result in the Corporation having insufficient net assets to
redeem or purchase the Shares. For the purpose of this clause,
(i) "net assets" of the Corporation means the amount for which
the assets of the Corporation could be realized in cash
at that time less the liabilities of the Corporation at
that time; and
(ii) "distribution" means any declaration, payment or
distribution to or to the account of any holders of any
Class A, B or C shares of the Corporation, now or
hereafter outstanding by way of:
(1) dividends in cash or specie, except
dividends payable in shares of any class of
share of the Corporation; or
(2) purchase, redemption or other
retirement of any outstanding shares except
when such purchase, redemption
or other retirement is paid for out of the
proceeds of a fresh issue of shares made for
that purpose.
5. Class E Shares
--------------
Class E shares, to be issued in series, the holders of which are
entitled to exercise the rights and privileges authorized by the Board
of Directors at the time of issue subject to the restrictions and
conditions set by the Board of Directors at the time of issue.
6. Class F Shares
--------------
Class F shares, to be issued in series, the holders of which are
entitled to exercise the rights and privileges authorized by the Board
of Directors at the time of issue subject to the restrictions and
conditions set by the Board of Directors at the time of issue.
Dividends may, in the discretion of the Board of Directors of the
Corporation, be paid on any one or more class of shares to the exclusion
of the others.
- --------------------------------------------------------------------------------
3. RESTRICTIONS IF ANY ON SHARE TRANSFERS.
1. No shares of the capital of the Corporation shall be transferred
without the express consent of a majority of the Directors to be
signified by a resolution passed by the Board of Directors.
2. The number of shareholders of the Corporation, EXCLUSIVE OF:
(a) persons who are in its employment or that of an
affiliate, determined in accordance with The
Securities Act (Alberta) as from time to time amended,
and
<page>
-4-
(b) persons who, having been formerly in its employment or
that of an affiliate, were, while in that employment,
shareholders of the Corporation and have continued to
be shareholders of the Corporation after termination
of that employment
is limited to not more than fifty, two or more persons who are joint
registered owners of one or more shares being counted as one shareholder.
3. The Corporation shall neither distribute its securities to the public
nor make any invitation to the public to subscribe for securities.
- --------------------------------------------------------------------------------
4. NUMBER (OR MINIMUM AND MAXIMUM NUMBER) OF DIRECTORS.
Minimum of One (1) Director and Maximum of Ten (10) Directors.
- --------------------------------------------------------------------------------
5. IF THE CORPORATION IS RESTRICTED FROM CARRYING ON A CERTAIN BUSINESS,
SPECIFY THESE RESTRICTIONS.
None
- --------------------------------------------------------------------------------
6. OTHER PROVISIONS IF ANY.
1. At all meetings of the Board of Directors every question shall
be decided by a majority of the votes cast on the question.
Subject to any Unanimous Shareholders Agreement, in cases of an
equality of votes of the Chairman of the meeting shall not be
entitled to a second or casting vote.
2. At any meeting of Shareholders every question shall, unless
otherwise required by the Articles, By-Laws, any Unanimous
Shareholders Agreement, or Business Corporations Act, be
determined by the majority of the votes cast on the question.
Subject to any Unanimous Shareholders Agreement, in case of an
equality of votes either upon show of hands or upon a poll, the
Chairman of the meeting shall not be entitled to a second
or casting vote.
3. The Corporation shall have a lien on the shares registered in
the name of the shareholder or his legal representative for
a debt of that shareholder to the Corporation.
4. The Board of Directors may, between annual general meetings,
appoint one or more additional directors of the Corporation to
serve until the next annual general meeting, but the number of
additional directors shall not at any time exceed one third of
the number of directors who held office at the expiration of
the last annual meeting of the Corporation.
- --------------------------------------------------------------------------------
7. DATE: November 28, 1995
- --------------------------------------------------------------------------------
INCORPORATORS NAMES: ADDRESS (INCLUDE POSTAL CODE) SIGNATURE
J. WARD MALLABONE 2800, 801 - 6th Avenue S.W /s/eligible
Calgary, Alberta, T2P 4A3 ---------------------
Incorporator
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