EXHIBIT 3.30
BY-LAW NO. 1
A BY-LAW RELATING GENERALLY TO THE
TRANSACTION OF THE BUSINESS AFFAIRS
OF
NORTH AMERICAN SITE DEVELOPMENT LTD.
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CONTENTS
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One - Interpretation
Two - Business of the Corporation
Three - Borrowing and Securities
Four - Directors
Five - Committees
Six - Officers
Seven - Protection of Directors, Officers and others
Eight - Shares
Nine - Restriction on Transfer of Shares
Ten - Dividends and Rights
Eleven - Meetings of Shareholders
Twelve - Notices
Thirteen - Effective Date
BE IT ENACTED as a By-Law of the Corporation as follows:
Section One
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INTERPRETATION
1.01 Definitions - In the By-Laws of the Corporation, unless the context
otherwise requires:
"Act" means Business Corporations Act Alberta, and any statute that
may be substituted therefor, as from time to time amended;
"Appoint" includes "elect" and vice versa;
"Articles" means the original or restated Articles of Incorporation,
Articles of Amendment, Articles of
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Amalgamation, Articles of Continuance, Articles of Reorganization,
Articles of Arrangement, Articles of Dissolution, and Articles of
Revival and includes an amendment to any of them;
"Board" means the Board of Directors of the Corporation;
"By-Laws" means this by-law and all other by-laws of the Corporation
from time to time in force and effect;
"Certificate" means the Certificate of Incorporation, continuance or
amalgamation of the corporation issued by the Registrar of
Corporations;
"Corporation" means a body corporate incorporated or continued under
this Act and not discontinued under this Act;
"meeting of shareholders" means an annual meeting of shareholders and
a special meeting of shareholders; "special meeting of shareholders"
means a special meeting of all shareholders entitled to vote at an
annual meeting of shareholders;
"non-business day" means Saturday, Sunday and any other day that is a
holiday as defined in The Interpretation Act (Alberta);
"recorded address" means, in the case of a shareholder, his address as
recorded in the securities register; and in the case of joint
shareholders, the address appearing in the securities register in
respect of such joint holding or the first address so appearing if
there are more than one; and in the case of a director, officer,
auditor or member of a committee of the Board, his latest address as
recorded in the records of the Corporation; and in the event that mail
sent to a director, officer, auditor or member of a committee of the
Board is returned to the Corporation, the deemed recorded address of
that person shall be the registered office of the corporation;
"signing officer" means, in relation to any instrument, any person
authorized to sign the same on behalf of the Corporation by Section
2.04 or by a resolution passed pursuant thereto;
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save as aforesaid, words and expressions defined in the Act have the same
meaning when used herein; and words importing the singular number include the
plural and vice versa; words importing gender include the masculine, feminine
and neuter genders; and words importing persons include individuals, bodies
corporate, partnerships, trusts and unincorporated organizations.
Section Two
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BUSINESS OF THE CORPORATION
2.01 Registered Office - Until changed in accordance with the Act, the
registered office of the Corporation shall be at 1400 Principal Plaza, 10303
Jasper Avenue, in the City of Edmonton, in the Province of Alberta, or at such
other location in the City of Edmonton as the Board may from time to time
determine.
2.02 Financial Year - The financial year of the Corporation shall be
decided by the Board of Directors from time to time.
2.03 Execution of Instruments - Unless otherwise created by By-Law or
determined by resolution of the Board, deeds, transfers, assignments, contracts,
obligations, certificates or other instruments may be signed on behalf of the
Corporation by the President, Managing Director, or by any two signing offices.
In addition, the Board may from time to time direct the manner in which any
particular instrument or class of instruments may or shall be signed. Any
signing officer may affix the corporate seal to any instrument requiring the
same.
2.04 Banking Arrangements - The banking business of the Corporation,
including without limitation, the borrowing of money and the giving of security
therefor, shall be transacted with such banks, trust companies or other bodies
corporate or organizations as may from time to time be designated by or under
the authority of the Board. Such banking business or any part thereof shall be
transacted under such agreements, instructions and delegations of powers as the
Board may from time to time prescribe or authorize.
2.05 Voting Rights in other Bodies Corporate - The signing officers of the
Corporation may execute and deliver proxies and arrange for the issuance of
voting certificates or other evidence of the right to exercise the voting rights
attaching to any securities held by the Corporation. Such instruments,
certificates or other evidence shall be in favour of such person or persons as
may be determined by the officers executing such
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proxies or arranging for the issuance of voting certificates or such other
evidence of the right to exercise such voting rights. In addition, the Board may
from time to time direct the manner in which and the person or persons by whom
any particular voting rights or class of voting rights may or shall be
exercised.
Section Three
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BORROWING AND SECURITIES
3.01 Borrowing Power - without limiting the borrowing powers of the
Corporation as set forth in the Act, the Board may from time to time in its'
discretion:
(a) raise or borrow money for the purpose of the Corporation's
business and may secure the repayment of the same by mortgage or
charge upon the undertaking and the whole or any part of the assets
and property of the Corporation (present and future) including its
unissued capital, and may issue bonds, debentures, or debenture stock
payable to bearer or otherwise, guarantee the indebtedness of others,
subject to S. 42 of the Act, give and grant securities under The Bank
Act and generally raise or borrow money for the purposes of the
Corporation, secured or charged upon the whole or any part of the
assets and properties of the Corporation, or otherwise as may be
advisable or necessary in the interests there of;
(b) any bonds, debentures, debenture stock or other securities,
issued or to be issued by the Corporation, shall be under the control
of the Board, which may issue them assignable free from any equities
between the Corporation and the person to whom the same may be issued
upon such terms and conditions and in such manner and for such
considerations as it shall consider to be for the benefit of the
Corporation;
(c) any bonds, debentures, debenture stock or other securities, may
be issued at a discount, premium or otherwise and with any special
privileges as to redemption, surrender, drawing, conversion or
otherwise;
(d) if the Board, or any member or members thereof, or any other
person, shall become personally liable for the payment of any sum,
primarily due from the Corporation, the Board may execute or cause to
be exe-
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cuted any mortgage, charge or security over or affecting the whole or
any part of the assets of members thereof or persons so becoming
liable as aforesaid, from any loss in respect of such liability;
(e) the Corporation shall comply with the requirements of applicable
statutes in respect of filing or registering such mortgages and
charges as are herein mentioned, and, where necessary, the
Corporation shall keep a register of mortgages as required by the
statutes.
Nothing in this section limits or restricts the borrowing of money by the
Corporation on bills of exchange or promissory notes made, drawn, accepted or
endorsed by or on behalf of the Corporation.
3.02 Delegation - The Board may from time to time delegate to such one or
more of the directors and officers of the Corporation as may be designated by
the Board all or any of the powers conferred on the Board by Section 3.01 to
such an extent and in such manner as the Board shall determine at the time of
each such delegation except the powers to any thing referred to in S.11O(3) of
the Act.
Section Four
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DIRECTORS
4.01 Number of Directors and Quorum - Until changed in accordance with the
provisions hereinafter provided, the Board shall consist of at least one or more
as shall be determined by the Shareholders from time to time. Subject to Section
4.09, the quorum for the transaction of business at any meeting of the Board
shall consist of a majority of the minimum number of directors or such greater
number of directors as the Board may from time to time determine. The
shareholders of the Corporation may amend the articles to increase or to
decrease the number of directors, or the minimum or maximum number of directors,
but no decrease shall shorten the term of an incumbent director.
4.02 Removal of Directors - The shareholders may by ordinary resolution
passed at a meeting remove any director from office and the vacancy created by
such removal may be filled at the same meeting failing which it may be filled by
the directors.
4.03 Vacation of Office - A director ceases to hold office when: he dies,
he is removed from office by the shareholders,
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he ceases to be qualified for election as a director, or his written resignation
is sent or delivered to the Corporation, or if a time is specified in such
resignation, at the time so specified, whichever is later.
4.04 Vacancies - If the number of directors is increased, the resulting
vacancy shall be filled at a meeting of the shareholders duly called for that
purpose. Subject to the provisions of the Act, if a vacancy should otherwise
occur in the Board, the remaining directors if constituting a quorum may appoint
a qualified person to fill the vacancy for the remainder of the term. In the
absence of a quorum, the remaining directors shall forthwith call a meeting of
the shareholders to fill the vacancy.
4.05 Action by the Board - Subject to any unanimous shareholder agreement,
the Board shall manage the business and affairs of the Corporation. Subject to
Sections 4.06 and 4.07, the powers of the Board may be exercised by resolution
passed at a meeting at which a quorum is present or by resolution in writing
signed by all the directors entitled to vote on that resolution at a meeting of
the Board and the Resolution shall be as valid and effectual as if it had been
passed at the meeting of the Board duly called and constituted and shall be
entered in the minute book of the Company accordingly, and shall be held to
relate back to any date therein stated to be the date thereof and the sole
director may also signify his assent to such resolution or resolutions by
telegram or cable. Where there is a vacancy in the Board, the remaining
directors may exercise all the powers of the Board so long as a quorum remains
in office. Where the Corporation has only one director, that director may
constitute the meeting.
4.06 Albertan Majority - The Board shall not transact business at a
meeting, other than filling a vacancy in the Board, unless at least half of the
directors present are resident Albertans, except where:
(a) a resident Albertan director who is unable to be present approves
in writing or by telephone or other communications facilities the
business at the meeting; and
(b) the number of resident Albertan directors present at the meeting
together with any resident Albertan director who gives his approval
under Clause (a) totals at least half of the directors present at the
meeting.
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4.07 Meetings by Telephone - If all the directors consent, a director may
participate in a meeting of the Board or of a committee of the Board by means of
such telephone or other communications facilities as permit all persons
participating in the meeting to hear each other, and a director participating
in such a meeting by such means is deemed to be present at the meeting. Any such
consent shall be effective whether given before or after the meeting to which it
relates and may be given with respect to all meetings of the Board and of
committees of the Board held while a director holds office.
4.08 Places of Meetings - Meetings of the Board may be held at any place in
or outside Alberta.
4.09 Calling of Meetings - Meetings of the Board shall be held from time to
time and at such place as the Board, the Chairman of the Board, the managing
director, the president or any two directors may determine.
4.10 Notice of Meeting - Notice of the time and place of each meeting of
the Board shall be given in the manner provided by Section 246 of the Act to
each director not less than 24 hours before the time when the meeting is to be
held. A notice of a meeting of directors need not specify the purpose of or the
business to be transacted at the meeting, except as hereinafter provided in this
Section 4.10. The Act requires such a notice to specify the purpose of or the
business to be transacted at a meeting where there are proposals to:
(a) submit to the shareholders any question or matter requiring
approval of the shareholders;
(b) fill a vacancy among the directors or in the office of the
auditor;
(c) issue securities except in the manner and on the terms authorized
by the directors;
(d) declare dividends;
(e) purchase, redeem or otherwise acquire shares issued by the
Corporation, except in the manner and on the terms authorized by the
directors;
(f) pay a commission referred to in Setion 39 of the Act;
(g) approve a management proxy circular referred to in Part 12;
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(h) approve any annual financial statements referred to in Section
149 or;
(i) adopt, amend or repeal by-laws.
A director may in any manner waive notice of or otherwise consent to a meeting
of the Board.
4.11 Adjourned Meeting - Notice of an adjourned meeting of the Board is not
required if the time and place of the adjourned meeting is announced at the
original meeting.
4.12 Regular Meetings - The Board may appoint a day or days in any month or
months for regular meetings of the Board at a place and hour to be named. A copy
of any resolution of the Board fixing the place and time of such regular
meetings shall be sent to each director forthwith after being passed, but no
other notice shall be required for any such regular meeting except where the Act
requires the purpose thereof or the business to be transacted thereat to be
specified.
4.13 Chairman - The chairman of any meeting of the Board shall be the first
mentioned of such of the following officers as have been appointed and who is a
director and is present at the meeting: Chairman of the Board, managing
director, president or a vice-president. If no such officer is present, the
directors present shall choose one of their number to be chairman
4.14 Votes to Govern - At all meetings of the Board every question shall be
decided by a majority of the votes cast on the question.
4.15 Conflict of Interest - A director shall disclose his interest in any
material contract or proposed material contract with the Corporation in
accordance with Section 115 of the Act.
4.16 Remuneration and Expenses - Subject to any unanimous shareholder
agreement, the directors shall be paid such remuneration for their services as
the Board may from time to time determine. The directors shall also be entitled
to be reimbursed for travelling and other expenses properly incurred by them in
attending meetings of the board or any committee thereof. Nothing herein
contained shall preclude any director from serving the Corporation in any other
capacity and receiving remuneration therefor.
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Section Five
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COMMITTEES
5.01 Committees of Directors - The Board may appoint from their number a
managing director who is a resident Albertan or a committee or committees of
directors, however designated, and delegate to such managing director or
committee or committees any powers of the Board except powers relating to
matters referred to in Section llO(3) of the Act. At least half of the members
of such committees shall be resident Albertans.
5.02 Transaction of Business - Subject to the provisions of Section 4.10
the powers of a committee of directors may be exercised by a meeting at which
a quorum is present or by resolution in writing signed by all the members of
such committee who would have been entitled to vote on that resolution at a
meeting of the committee. Meetings of such committee may be held at any place in
or outside of Alberta
5.03 Advisory Committees - The Board may from time to time appoint advisory
committees as it may deem advisable, but the functions of such committees shall
be advisory only. If the Corporation is a distributing corporation the Board
shall elect annually from among its number an audit committee to be composed of
not fewer than three (3) directors of whom a majority shall not be officers or
employees of the Corporation or its affiliates. An audit committee shall review
the financial statements of the Corporation before such financial statements are
approved by the directors.
5.04 Procedure - Unless otherwise determined by the Board, each committee
shall have the power to fix its quorum at not less than a majority of its
members, to elect its chairman and to regulate its procedure.
Section Six
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OFFICERS
6.01 Appointment - Subject to any unanimous shareholder agreement, the
Board may from time to time appoint a president, one or more vice-presidents (to
which title may be added words indicating seniority or function), a secretary, a
treasurer and such other officers as the Board may determine, including one or
more assistants to any of the officers so appointed. The Board may specify the
duties of and, in accordance with this By-Law
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and subject to the provisions of Section 5.01 hereof, delegate to such officer
powers to manage the business and affairs of the Corporation. Subject to
Sections 6.02 and 6.03, an officer may but need not be a director and one person
may hold more than one office.
6.02 Chairman of the Board - The Board may from time to time also appoint a
Chairman of the Board who shall be a director. If appointed, the Board may
assign to him any of his powers and duties that are by any provisions of this
By-Law assigned to the managing director or to the president; and he shall,
subject to the provisions of Section 5.01 hereof, have such other powers and
duties as the Board may specify. During the absence or disability of the
Chairman of the Board, his duties shall be performed and his powers exercised by
the managing director, if any, or by the president.
6.03 Managing Director - The Board may from time to time appoint a managing
director who shall be a resident Albertan and a director. If appointed, he shall
be the chief executive officer and, subject to the authority of the Board, shall
have general supervision of the business and affairs of the Corporation; and he
shall have such other powers and duties as the Board may specify, except that
the Board may not delegate to a managing director those matters referred to in
Section 110(3) of the Act. During the absence or the disability of the president
or, if no president has been appointed, the managing director shall also have
the powers and duties of that office.
6.04 President - If appointed, the President shall be the chief operating
officer and, subject to the authority of the Board, shall have general
supervision of the business of the Corporation; and he shall have such other
powers and duties as the Board may specify, and without limitation of the
foregoing:
(a) he shall have general superintendence and direction of all the
other officers of the Corporation;
(b) he shall submit the Annual Report of the Board, if any, and the
Annual Balance Sheets and Financial Statements of the business and
affairs and reports on the financial position of the Corporation and
any further information respecting the financial position of the
Corporation and the results of its operations required by the
articles, by-laws or any unanimous shareholder agreement to the annual
meeting and from time to time he shall report to the Board all matters
within his knowledge which the interest of the Corporation requires to
be brought to their attention;
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(c) he shall be ex-officio a member of all standing committees.
During the absence or disability of the managing director, or if no managing
director has been appointed, the president shall also have the powers and duties
of that office.
6.05 Vice-President - A vice-president shall have such powers and duties
as the Board or the chief executive officer may specify.
6.06 Secretary - The secretary shall attend and be the secretary of all
meetings of the Board, shareholders and committees of the Board and shall enter
or cause to be entered in records kept for that purpose, minutes of all
proceedings thereat; he shall give or cause to be given, as and when
instructed, all notices to shareholders, directors, officers, auditors and
members of committees of the Board; he shall be the custodian of the stamp or
mechanical device generally used for affixing the corporate seal of the
Corporation and of all books, papers, records, documents and instruments be
longing to the Corporation, except when some other officer or agent has been
appointed for that purpose; and he shall have such other powers and duties as
the Board or the chief executive officer may specify.
6.07 Treasurer - The treasurer shall keep proper accounting records at the
registered office of the Corporation, or at the records office of the
Corporation if a separate records office has been designated, and shall be
responsible for the deposit of money, the safekeeping of securities and the
disbursement of the funds of the Corporation; he shall render to the Board
whenever required an account of all his transactions as treasurer and of the
financial position of the Corporation; and he shall have such other powers and
duties as the Board or the chief executive officer may specify.
6.08 Powers and Duties of Other Officers - The powers and duties of all
other officers shall be such as the terms of their engagement call for or as the
Board or the chief executive officer may specify.
6.09 Variation of Powers and Duties - The Board may from time to time vary,
add to or limit the powers and duties of any officer, provided however, that the
Board may not delegate those matters referred to in Section llO(3) of the Act.
6.10 Term of Office - The Board, in its discretion, may
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remove any officer of the Corporation, without prejudice to such officer's
rights under any employment contract. Otherwise each officer appointed by the
Board shall hold office until his successor is appointed.
6.11 Term of of Employment and Remuneration - The terms of employment and
the remuneration of officers appointed by the Board shall be settled by it from
time to time.
6.12 Conflict of Interest - An officer shall disclose his interest in any
material contract or proposed material contract with the Corporation in
accordance with Section 115 of the Act.
6.13 Agents and Attorneys - The Board shall have power from time to time to
appoint agents or attorneys for the Corporation in or outside Canada with such
powers of management or otherwise (including the power to sub-delegate) as may
be thought fit. Any such appointment may (if the Board thinks fit) be made in
favour of the members or any of the members of any committee established as
aforesaid, or in favour of any corporation or of the members, directors,
nominees or managers of any corporation or firm, or otherwise in favour of any
fluctuating bodies of persons, whether nominated directly or indirectly by the
Board. Any such Power of Attorney may contain such powers for the protection or
convenience of persons dealing with such attorneys as the Board may think fit.
Section Seven
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PROTECTION OF DIRECTORS, OFFICERS AND OTHERS
7.01 Insurance - The Corporation may purchase and maintain such insurance
as the Board may from time to time determine for the benefit and director of its
officers and directors in their capacity acting as directors and officers of the
Corporation, or as directors and officers of other bodies corporate, except when
the liability relates to the failure of a director or officer to act honestly
and in good faith with a view to the best interests of the Corporation.
Section Eight
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SHARES
8.01 Allotment - unless otherwise stated in the Articles or unanimous
shareholders' agreement, the Board may from time to time allot or grant options
to purchase the whole or any part of the authorized and unissued shares of the
Corporation at such
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times and to such persons and for such consideration as the Board shall
determine, provided that no share shall be issued until it is fully paid as
prescribed by the Act.
8.02 Commissions - The Board may from time to time authorize the
Corporation to pay a commission to any person in consideration of his purchasing
or agreeing to purchase shares of the Corporation, whether from the Corporation
or from any other person, or procuring or agreeing to procure purchasers for any
such shares.
8.03 Registration of Transfer - No transfer of shares shall be registered
in the securities register except upon presentation of the certificate
representing such shares with a transfer endorsed thereon or delivered therewith
duly executed by the registered holder or by his attorney or success or duly
appointed, together with such reasonable assurance or evidence of signature,
identification and authority to transfer as the Board may from time to time
prescribe, upon payment of all applicable taxes and any fees prescribed by the
Board, upon compliance with the restriction on transfer referred to in Section
8.03 and upon satisfaction of any lien refered to in Section 8.06. Entry of the
transfer of any share in the register, including any branch register, shall, for
all purposes, constitute a complete and valid transfer and no transfer of any
share shall be valid unless entered in the register or such branch register. All
instruments of transfer which are registered shall be retained by the
Corporation, but any instrument of transfer which the Board may decline to
register shall on demand be referred to the person depositing the same.
8.04 Transfer Agents and Registrars - The Board may from time to time
appoint a registrar to maintain the securities register and a transfer agent to
maintain the register of transfers and may also appoint one or more branch
registrars to maintain branch securities registers and one or more branch
transfer agents to maintain branch registers of transfers, but one person may be
appointed both registrar and transfer agent. The Board may at any time terminate
such appointment.
8.05 Lien for Indebtedness - In the event that the Articles or unanimous
shareholders agreement so provide, the Corporation shall have a lien on shares
registered in the name of a shareholder indebted to the corporation and such
lien shall extend to all dividends from time to time declared in respect of such
shares, and such lien may be enforced by the sale of the shares thereby affected
(provided that such sale shall be subject to the restrictions on the
transferability of shares) or by any other action, suit, remedy or proceeding
authorized or
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permitted by law or by equity and, pending such enforcement the Board may refuse
to register a transfer of the whole or any part of such shares. Unless otherwise
agreed in writing by the transferee, the voluntary registration of a transfer of
shares shall operate as a waiver of the Corporation's Lien (if any) upon such
shares. Unless otherwise provided by a unanimous shareholder agreement, no sale
shall be made of any shares subject to a lien as aforesaid until such time as
the debt, liability or engagement ought to be paid, discharged or fulfilled, and
until a demand and notice in writing stating the amount due, and demanding
payment, and giving notice of intention to sell in default shall have been
served on such shareholder or the person, if any, entitled to the share in
consequence of death or bankruptcy of the said shareholder, and default shall
have been made by him or them in payment or discharge of such debt, liability or
engagement for seven (7) days after such notice. Upon any sale made by the Board
of any shares to satisfy the lien of the Corporation, the proceeds shall there
upon be applied: (firstly) in payment of all costs of such sale, (secondly) in
satisfaction of the debts or obligations of the shareholder and (thirdly) the
residue (if any) shall be paid to the shareholder or as he shall direct. Upon
any such sale the Board may enter the purchaser's name in the register as holder
of the shares, and the purchaser shall not be bound to see to the regularity or
validity of, or be affected by, any irregularity or invalidity in the
proceedings, or be bound to see to the application of the purchase money, and
after his name has been entered in the register, the validity of the sale shall
not be impeached by any person, and the remedy of any person aggrieved by the
same shall be in damages only against the Corporation exclusively.
8.06 Non-recognition of Trusts - The Corporation shall treat as absolute
owner of any share the person in whose name the share is registered in the
securities register as if that person had full legal capacity and authority to
exercise all rights of ownership, irrespective of any indication to the contrary
through knowledge or notice or description in the Corporation's records or on
the share certificate. The receipt by any shareholder in whose name a share
stands on the books of the Corporation of any dividend or money payable in
respect of such share shall be a valid and binding discharge to the Corporation
for any such dividend or money paid, and the Corporation shall not be bound to
see to the application of the money paid on such receipt.
8.07 Share Certificates - Every holder of one or more shares of the
Corporation shall be entitled, at his option, to a share certificate, or to a
non-transferable written acknowledg-
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ment of his right to obtain a share certificate, stating the number and class or
series of shares held by him as shown on the securities register. Share
certificates and acknowledgements of a shareholder's right to a share
certificate, respectively, shall be in such form as the Board shall from time to
time approve. Any share certificate shall be signed in accordance with Section
2.04 and need not be under the corporate seal, provided that, unless the Board
otherwise determines, certificates representing shares in respect of which a
transfer agent and/or registrar has been appointed shall not be valid unless
counter-signed by or on behalf of such transfer agent and/or registrar. A
Security Certificate shall be signed manually by at least one director or
officer of the Corporation or by or on behalf of a Registrar, Transfer Agent or
Branch Transfer Agent of the Corporation, or by a Trustee who certifies that in
accordance with the Trust Indenture, and additional signatures required on a
Security Certificate may be printed or otherwise mechanically reproduced on it,
and every such mechanical reproduced signature shall for all purposes be deemed
to be the signature of the officer whose signature it reproduces and shall be
binding upon the Corporation. A share certificate executed as aforesaid shall be
valid notwithstanding that one or both of the officers whose facsimile
signature appears thereon no longer holds office at the date of the certificate.
A certificate for shares shall be prima facie evidence of the title of the
shareholder to the shares therein designated.
8.08 Replacement of Share Certificates - The Board or any officer or agent
designated by the Board may in its or his discretion direct the issue of a new
share certificate in lieu of and upon cancellation of a share certificate that
has been mutilated or in substitution for a share certificate claimed to have
been lost, destroyed or wrongfully taken on payment of such fee, not exceeding
$30.00 and on such terms as to indemnity, reimbursement of expenses and
evidence of loss and of title as the Board may from time to time prescribe,
whether generally or in any particular case.
8.09 Joint Shareholders - If two or more persons are registered as joint
holders of any share, the Corporation shall not be bound to issue more than one
certificate in respect thereof, and delivery of such certificate to one of
such persons shall be sufficient delivery to all of them. Any one of such
persons may give effectual receipts for the certificate issued in respect
thereof or for any dividend, bonus, return of capital or other money payable or
warrant issuable in respect of such share. Joint holders of any shares shall be
liable severally as well as
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jointly in respect of all payments required to be made in respect of liens upon
such shares.
8.10 Deceased Shareholders - In the event of the death of a holder, or of
one of the joint holders, of any share, the Corporation shall not be required to
make any entry in the securities register in respect thereof or to make
payment of any dividends thereon except upon production of all such documents as
may be required by law and upon compliance with the reasonable requirements of
the Corporation and its transfer agents. The executors or administrators of a
deceased shareholder (not being one of several joint holders) shall be the only
person recognized by the Corporation as having any title to the shares
registered in the name of such shareholder, but nothing herein contained shall
be taken to release the estate of a deceased joint holder from any liability in
respect of any share held by him jointly with any other person or persons. Any
person becoming entitled to shares in consequence of the death, bankruptcy, or
insolvency of any shareholder (herein referred to as the person entitled to
transmission) shall within three (3) months of becoming so entitled, produce to
the Corporation such evidence as may be reasonably required by the directors to
prove his title (including, in the case of death, Probate or Letters of
Administration or Scotch confirmation, or a certified copy thereof, and
evidence satisfactory to the Board of payment and discharge of all liabilities
or obligation as to succession duties, inheritance or other similar tax) and
declare in writing his election, either to be himself registered as a
shareholder, or to have some other person named by him, registered as a
shareholder. If any person entitled to any shares by transmission shall give the
required proof of his title and shall declare his election to be himself
registered as a shareholder, the Board may forthwith place his name on the
Register in respect of the said shares; and if such person as aforesaid shall
give the required proof, and nominate another person to be registered, the
person so nominated shall execute a transfer and the name of the transferee may
forthwith be placed on the register in respect of the said shares. The guardians
of an infant shareholder and the committee of a lunatic shareholder may, upon
producing to the Board such evidence of their position as may be reasonably
required, be placed upon the register in respect of the shares held by such
infant or lunatic shareholder as the case may be. Until any person becoming
entitled to shares by transmission shall have complied with the terms of this
Section 8.10, the Corporation may retain any dividend or bonus declared upon
such shares and shall not be bound to recognize title of the person claiming
under such transmission, and if such persons so becoming entitled to any partly
paid shares shall not have complied with the
- 17 -
terms of this Section 8.10 for a period of three (3) months from the time of
becoming entitled, the Board may cause to be served on him a notice requiring
him to comply with the said terms within a period of not less than one (1) month
from the date of such notice, and stating that if he does not comply with the
requirements of the said notice, the Shares in respect of which the notice is
given will be liable to forfeiture; and if the person on whom such notice has
been served shall not comply with the requirements thereof within the time
therein named, the shares in respect of which the said notice has been given
shall be liable to be forfeited by resolution of the Board passed at any time
before the requirements of the said notice shall have been complied with. The
Board shall have the right to refuse to register the person entitled to any
shares by reason of the death, bankruptcy, insolvency, lunacy or infancy of any
shareholder or his nominee as if he were the transferee named in an ordinary
transfer presented for registration.
Section Nine
------------
RESTRICTION ON TRANSFER OF SHARES
9.01 Prohibition - No shares shall be sold, transferred, assigned, pledged
or hypothecated by a shareholder without the unanimous consent of the directors.
9.02 Transfer to Affiliates - Notwithstanding the provisions of
Section 9.01, a Shareholder may transfer any of its shares to its affiliate or
to a body corporate which is controlled by the shareholder transferring the
shares.
Section Ten
-----------
DIVIDENDS AND RIGHTS
10.01 Dividends - The Board may from time to time declare dividends payable
to the shareholders according to their respective rights and interest in the
Corporation, except that the Corporation shall not declare or pay a dividend if
there are reasonable grounds for believing that:
(a) the corporation is, or would after the payment be unable to pay
its liabilities as they become due; or
(b) the realizable value of the Corporation's assets would thereby be
less than the aggregate of it's liabilities and stated capital of all
classes.
Dividends may be paid out of profits of the Corporation and may be paid in money
or property or by issuing fully paid shares of
- 18 -
the Corporation, or by credit to a shareholders loan account. Where any
difficulty arises in regard to the distribution of dividends, the Board may
settle the same as it thinks expedient, and may fix the value of any property or
specific assets or property in trustees upon such trust for the persons entitled
to the dividends as may seem expedient to the Board. The Board may from time to
time pay to the shareholders such interim dividends as appear to the Board to be
justified by the profits of the Corporation. No dividend shall bear interest as
against the Corporation. The Board may set aside out of the profits of the
corporation such sums as it thinks proper as a reserve or reserves which shall,
at the discretion of the Board, be applicable for meeting contingencies or for
any other purpose to which the profits of the Corporation may be properly
applied, and pending such application, such reserves may, at the discretion of
the Board, either be employed in the business of the Corporation, or be invested
in such investments as the Board may from time to time think fit.
10.02 Dividend Cheques - A dividend payable in cash shall be paid by cheque
drawn on the Corporation's bankers or one of them to the order of each
registered holder of shares of the class or series in respect of which it has
been declared and mailed by prepaid ordinary mail to such registered holder at
his recorded address unless such holder otherwise directs. In the case of joint
holders the cheque shall, unless such joint holders otherwise direct, be made
payable to the order of all such joint holders and mailed to them at their
recorded address. The mailing of such cheque as aforesaid, unless the same is
not paid on due presentation, shall satisfy and discharge the liability for the
dividend to the extent of the sum represented thereby plus the amount of any tax
which the Corporation is required to and does withhold.
10.03 Non-Receipt of Cheques - In the event of non-receipt of any dividend
cheque by the person to whom it is sent as aforesaid, the Corpration shall
issue to such person a replacement cheque for a like amount on such terms as to
indemnity, reimbursement of expenses and evidences of non-receipt and of title
as the Board may from time to time prescribe, whether generally or in any
particular case.
10.04 Unclaimed Dividends - Any dividend unclaimed after a period of two (2)
years from the date on which the same has been declared to be payable shall be
forfeited and shall revert to the Corporation.
Section Eleven
--------------
MEETINGS OF SHAREHOLDERS
11.01 Annual Meetings - The annual meeting of shareholders
- 19 -
shall be held at such time in each year and, subject to 11.03, at such place as
the Board, the chairman of the Board, the managing director or the president may
from time to time determine, for the purpose of considering the financial
statements and reports referred to in Section 6.04 hereof to be placed before
the business as may properly be brought before the meeting.
11.02 Special Meetings - The Board, the chairman of the board, the managing
director, the president, or any two directors shall have power to call a special
meeting of shareholders at any time.
11.03 Place of Meetings - Meetings of shareholders shall be held at the
registered office of the Corporation or elsewhere in the municipality in which
the registered office is situate or, if the Board shall so determine, at some
other place in Alberta or, if all the shareholders entitled to vote at the
meeting so agree, at some place outside Alberta.
11.04 Notice of Meetings - Notice of the time and place of each meeting of
shareholders shall be given in the manner provided in the Act not less than 21
nor more than 50 days before the date of the meeting to each director, to the
auditor and to each shareholder who at the close of business on the record date,
if any, for notice is entered in the securities register as the holder of one or
more shares carrying the right to vote at the meeting. Notice of a meeting of
shareholders called for any purpose other than consideration of the financial
statements and auditor's report, election of directors and reappointment of the
incumbent auditor shall state the nature of such business in sufficient detail
to permit the shareholder to form a reasonable judgment thereon and shall state
the text of any special resolution to be submitted to the meeting. A shareholder
may in any manner waive notice of or otherwise consent to a meeting of
shareholders.
11.05 List of shareholders Entitled to Notice - For every meeting of
shareholders, the Corporation, if it has more than fifteen (15) shareholders
entitled to vote at a meeting of shareholders, shall prepare a list of
shareholders entitled to receive notice of the meeting, arranged in alphabetical
order and showing the number of shares held by each shareholder which are
entitled to be voted at the meeting. If a record date for the meeting is fixed
pursuant to Section 11.06, the shareholders listed shall be those registered at
the close of business on a day not later than 10 days after such record date. If
no record date is fixed, the shareholders listed shall be those registered at
the close of business on the day immediately preceding the
- 20 -
day in which notice of the meeting is given, or where no such notice is given,
the day on which the meeting is held. The list shall be available for
examination by any shareholder during usual business hours at the registered
office of the Corporation or at the place where the securities register is kept
and at the place where the meeting is held.
11.06 Record Date for Notice - The Board may fix in advance a record date,
preceding the date of any meeting of shareholders by not more than 50 days and
not less than 21 days, for the determination of the shareholders entitled to
notice of the meeting. If no record date is so fixed, the record date for
determination of the shareholders entitled to notice of the meeting shall be the
close of business on the day immediately preceding the day on which the notice
is given, or if no notice is sent the day on which the meeting is held, and the
record date for the determination of shareholders for any purpose other than to
establish a shareholder's right to receive notice of a meeting or to vote, shall
be at the close of business on the day on which the directors pass the
resolution relating to that purpose.
11.07 Meetings without Notice - A meeting of shareholders may be held
without notice at any time and place determined in accordance with Section
11.03:
(a) if all the shareholders entitled to vote thereat are present in
person or represented by proxy or if those not present or represented
by proxy waive notice of or otherwise consent to such meeting being
held, and
(b) if the directors and the auditors (if not dispensed with under
Section 157 of the Act) are present or waive notice of or otherwise
consent to such meeting being held.
At such a meeting any business may be transacted which the Corporation at a
meeting of shareholders may transact. If the meeting is held at a place outside
Alberta, shareholders not present or represented by proxy, but who have waived
notice of or otherwise consented to such meeting, shall also be deemed to have
consented to the meeting being held at such place.
11.08 Chairman, Secretary and Scrutineers - The chairman of any meeting of
shareholders shall be the first mentioned of such of the following officers as
have been appointed and who is present at the meeting: president, managing
director, chairman of the board, or a vice-president who is a shareholder. If no
such officer is present within 15 minutes from the time fixed
- 21 -
for holding the meeting, the persons present and entitled to vote shall choose
one of their number to be chairman. If the secretary of the Corporation is
absent, the chairman shall appoint some person, who need not be a shareholder,
to act as secretary of the meeting. If desired, one or more scrutineers, who
need not be shareholders, may be appointed by a resolution or by the chairman
with consent of the meeting.
11.09 Persons Entitled to be Present - The only persons entitled to be
present at a meeting of shareholders shall be those entitled to vote thereat,
the directors and auditors of the Corporation and others who, although not
entitled to vote, are entitled or required under any provision of the Act or the
articles or by-laws to be present at the meeting. Any other person may be
admitted only on the invitation of the chairman of the meeting or with the
consent of the meeting.
11.10 Quorum - A quorum for the transaction of business at any meeting of
shareholders shall be two persons present in person, each being a shareholder
entitled to vote thereat or duly appointed proxy for an absent shareholder so
entitled. Where the Corporation has only one shareholder or only one holder of
any class or series of shares, the shareholder present in person or by proxy
constitutes a meeting.
11.11 Right to Vote - At any meeting of shareholders in respect of which the
Corporation has prepared the list referred to in Section 11.05, every person who
is named in such list shall be entitled to vote the shares shown thereon
opposite his name except, where the Corporation has a fixed record date in
respect of such meeting pursuant to Section 11.06 to the extent that such person
has transferred any of his shares after such record date and the transferee,
upon procuring properly endorsed certificates evidencing such shares or
otherwise establishing that he owns such shares, demands, not later than 10 days
before the meeting, that his name be included to vote the transferred shares at
the meeting. In the absence of a list prepared as aforesaid in respect of a
meeting of shareholders, every person shall been titled to vote at the meeting
who at the time is entered in the securities register as the holder of one or
more shares carrying the right to vote at such meeting. Each share of the
Corporation carrying the right to vote, entitles the holder thereof to one vote
at a meeting of shareholders. If a body corporate or association is a
shareholder of the Corporation, the Corporation shall recognize any individual
authorized by a resolution of the directors or governing body of the body
corporate or association to represent it at meetings of shareholders of the
Corporation, and any individual so authoriz-
- 22 -
ed may exercise on behalf of the body corporate or association he represents all
the powers it could exercise if it were an individual shareholder.
11.12 Proxies - Every shareholder entitled to vote at a meeting of
shareholders may appoint a proxyholder, or one or more alternate proxyholders,
who need not be shareholders, to attend and act at the meeting in the manner and
to the extent authorized and with the authority conferred by the proxy. A proxy
shall be in writing executed by the shareholder or his attorney and shall
conform with the requirements of the Act. Every instrument appointing a proxy,
whether for a specified meeting or otherwise shall as nearly as circumstances
permit be in the following form:
"I ________________ of __________________ being a shareholder in
________________ hereby appoint my proxy to vote for me and on my
behalf at the annual (or special as the case may be) meeting of the
Corporation to be held on the _____________ day of __________, A.D.
19____, and at every adjournment there of and at every poll, which may
take place in consequence thereof.
AS WITNESS my hand this __ day of ________________, A.D. 19__."
11.13 Time for Deposit of Proxies - The Board may specify in a notice
calling a meeting of shareholders a time, preceding the time of such meeting by
not more than 48 hours exclusive of non-business days prior to the time so
specified, it shall have been deposited with the Corporation or an agent thereof
specified in such notice or, if no such time is specified in such notice,
only if it has been received by the secretary of the Corporation or by the
chairman of the meeting or any adjournment thereof prior to the time of voting.
11.14 Joint shareholders - If two or more persons hold shares jointly, any
one of them present in person or represented by proxy at a meeting of
shareholders may, in the absence of the other or others, vote the shares; but if
two or more of those persons are present in peson or represented by proxy and
intend to vote, the person whose name first appears on the securities register
in respect of the jointly held shares shall vote the shares.
11.15 Votes to Govern - At any meeting of shareholders every question shall,
unless otherwise required by the articles or by-laws or by law, be determined by
the majority of the votes cast on the question.
- 23 -
11.16 Show of Hands - Any questions at a meeting of shareholders shall be
decided by a show of hands unless a ballot thereon is required or demanded as
hereinafter provided. Upon a show of hands every person who is present and
entitled to vote shall have one vote. Whenever a vote by show of hands shall
have been taken upon a queston, unless a ballot thereon is so required or
demanded, a declaration by the chairman of the meeting that the vote upon the
question has been carried or carried by a particular majority or not carried,
and an entry to that effect in the minutes of the meeting, shall be prima facie
evidence of the fact without proof of the number or proportion of the votes
recorded in favour of or against any resolution or other proceeding in respect
of the said question, and the result of the vote so taken shall be the decision
of the shareholders upon the said question.
11.17 Ballots - On any question proposed for consideration at a meeting of
shareholders, and whether or not a show of hands has been taken thereon, any
shareholder or proxyholder entitled to vote at the meeting may require or demand
a ballot. A ballot so required or demanded shall be taken in such manner as the
chairman shall direct. A requirement or demand for a ballot may be withdrawn at
any time prior to the taking of the ballot. If a ballot is taken, each person
present shall be entitled, in respect of the shares which he is entitled to vote
at the meeting upon the question, to one vote for each share so held, and the
results of the ballot so taken shall be the decision of the shareholders upon
the said question.
11.18 Adjournment - If a meeting of shareholders is adjourned for less than
30 days, it shall not be necessary to give notice of the adjourned meeting,
other than by announcement at the earliest meeting that is adjourned. If a
meeting of shareholders is adjourned by one or more adjournments for an
aggregate of 30 days or more, notice of the adjourned meeting shall be given as
for an original meeting.
11.19 Resolution in Writing - Subject to the provisions hereinafter
contained in this Section 11.19, a resolution in signed by all the shareholders
entitled to vote on that resolution at any meeting of shareholders is as valid
as if it had been passed at a meeting of the shareholders. A resolution dealing
with all matters required by the Act to be dealt with at a meeting of the
shareholders, and signed by all the shareholders entitled to vote at that
meeting, satisfies all the requirements of this Act relating to the meetings of
shareholders.
- 24 -
11.20 Participation in Meeting by Telephone - A shareholder or other person
entitled to attend a meeting of shareholders may participate in the meeting by
means of telephone or other communication facilities that permit all persons
participating in the meeting to hear each other.
Section Twelve
--------------
NOTICES
12.01 Method of Giving Notices - Any notice (which term includes any
communication or document) to be given (which term includes sent, delivered or
served) to a shareholder, director, officer, auditor or member of a committee of
the Board shall be sufficiently given if delivered personally to the person to
whom it is to be given or if delivered to his recorded address or if mailed to
him at his recorded address by prepaid ordinary or air mail or if sent to him at
his recorded address by any means of prepaid transmitted or recorded
communication. A notice so delivered shall be deemed to have been received by
him at the time it would have been delivered in the ordinary course of mail
unless there are reasonable grounds for believing that the shareholder or
director did not receive the notice of document at that time or at all, or
unless there is a consent in writing of the person entitled to receive notice to
abridge the time, and a notice so sent by any means of transmitted or recorded
communication shall be deemed to have been given when dispatched or delvered to
the appropriate communication company or agency or its representative for
dispatch. The secretary may change or cause to be changed the recorded address
of any shareholder, director, officer, auditor or member of a committee of the
Board in accordance with any information believed by him to be reliable.
12.02 Notice to Joint Shareholders - If two or more persons are registered
as joint holder of any share, any notice shall be addressed to all of such joint
holders but notice to one of such persons shall be sufficient notice to all of
them.
12.03 Computation of time - In computing the date when notice must be given
under any provision requiring a specified number of days' notice of any meeting
or other event, the date of giving the notice shall be excluded and the date of
the meeting or other event shall be included.
12.04 Undelivered Notices - If any notice given to a shareholder pursuant to
Section 12.01 is returned on three consecutive occasions because he cannot be
found, the Corporation shall not be required to give any further notices to such
shareholder until he informs the corporation in writing of his new address.
- 25 -
12.05 Omissions and Errors - The accidental omission to give any notice to
any shareholder, director, officer, auditor or member of a committee of the
Board or the non-receipt of any notice by any such person or any error in any
notice not affecting the substance thereof shall not invalidate any action taken
at any meeting held pursuant to such notice or otherwise founded thereon.
12.06 Persons Entitled by Death or Operation of Law - Every person who, by
operation of law, transfer, death of a shareholder or any other means
whatsoever, shall become entitled to any share, shall be bound by every notice
in respect of such share which shall have been duly given to the shareholder
from whom he derives his title to such share prior to his name and address being
entered on the securities register (whether such notice was given before or
after the happening of the event upon which he became so entitled) and prior to
his furnishing to the Corporation the proof of authority or evidence of his
entitlement prescribed by the Act.
12.07 Waiver of Notice - Any shareholder (or his duly appointed
proxyholder), director, officer, auditor or member of a committee of the Board
may at any time waive any notice, or waive or abridge the time for any notice,
required to be given to him under any provision of the Act, the regulations
there-under, the articles, the by-laws or otherwise and such waiver or
abridgement shall cure any default in the giving or in the time of such notice,
as the case may be. Any such waiver or abridgment shall be in writing except
that a waiver of notice of a meeting of shareholders or of the Board may be
given in any manner.
Section Thirteen
----------------
EFFECTIVE DATE
13.01 Effective Date - This by-law shall come into force when confirmed by
the shareholders in accordance with the Act.
ENACTED by the Board the 27 day of May A.D. 1982.
/s/ [Illegible] /s/ [Illegible]
- -------------------------------------- --------------------------------------
PRESIDENT SECRETARY
CONFIRMED by the shareholders in accordance with the Act the 27 day of
May A.D. 1982.
/s/ [Illegible]
--------------------------------------
SECRETARY
BY-LAW NO. 2
------------
A BY-LAW RESPECTING BORROWING BY THE CORPORATION
------------------------------------------------
The Directors of the Corporation may from time to time:
(a) Borrow money upon the credit of the Corporation;
(b) Limit or increase the amount to be borrowed;
(c) Guarantee the indebtedness of others;
(d) Issue bonds, debentures, debenture stock or other securities of the
Corporation in such amounts and upon such terms and pledge or sell the same
for such sums and at such prices as the directors may deem expedient, but
no invitation shall be extended to the public to subscribe for any such
securities;
(e) Secure any such bonds, debentures, debenture stock or other securities or
any other present or future borrowing or liability of the Corporation, by
mortgage, hypothec, charge or pledge of all or any currently owned or
subsequent acquired real and personal property, movable and immovable,
property of the Corporation, and the undertaking and rights of the
Corporation;
(f) Delegate to such one or more of the officers and directors of the
Corporation as may be designated by the foregoing clauses of this by-law to
such extent and in such manner as the directors shall determine at the time
of each such delegation;
(g) Give indemnities to any director or other person who has undertaken or is
about to undertake any liability on behalf of the Corporation and to secure
any such director or other person against loss by giving him, by way of
security, a mortgage or charge upon all of any currently owned or
subsequently acquired real and personal, movable or immovable property,
undertaking, and rights of the Corporation.
DATED this 27 day of May, A.D. 1982.
/s/ Roger Gouin
----------------------------------------
ROGER GOUIN
/s/ Martin Gouin
----------------------------------------
MARTIN GOUIN
THE BUSINESS CORPORATIONS ACT
-----------------------------
(ALBERTA)
MEMORANDUM
----------
The Business Corporations Act ("BCA") contains many rules and
regulations, which govern the business and affairs of the Corporation. The
purpose of this memorandum is to categorize and reproduce certain of those
provisions for the convenience of reference only.
THE USER OF THIS MEMORANDUM IS CAUTIONED THAT:
(a) The BCA may be amended subsequent to the date of preparation of this
memorandum; and
(b) The articles of incorporation, the general by-laws, and the unanimous
shareholder agreement (if any) may contain provisions which are
relevant to any matter under consideration.
Therefore, in any particular transaction involving the Corporation, reference
should be made to a copy of the BCA, the articles of incorporation, the by-laws
of the Corporation and, if applicable, the unanimous shareholder agreement.
INDEX
-----
Subject Section of BCA Memorandum Page No.
- -------------------------- ----------------------------- -------------------
Directors
- ---------
Ceasing to Hold Office 103 12
Conflict of Interest 115 18
Duty of Care 117 22
July 1, 1983
2.
Subject BCA Page No.
- -------------------------- ----------------------------- -------------------
Directors cont.
- ---------------
Election and Term 101(3), (4), (5), (6), (7), 11
(8), (9)
Indemnification 119 23
Number 97(2) 8
Powers - General 97(1) 8
Borrowing 98.1 8
Qualifications 100 9
Removal 104 12
Remuneration 120 24
Rights upon Resignation or
Removal 105(2), (3), (4) 13
Vacancies 106(1), (2), (3), (4), (5) 14
Meetings of Directors
- ---------------------
Adjournment 109(7) 16
Notice 109(5), 110(3) 16&17
Participation by Telephone 109(9) 17
Place 109(1) 15
Quorum 109(2) 15
Residence Requirements 1(t), 109(3), (4) 3&15
Resolution in Lieu of
Meeting 112(1) 18
Single Director Meeting l09(8) 16
Waiver of Notice 109(6) 16
Meetings of Shareholders
- ------------------------
Adjournment 129(4), (5) 28
Annual and Special
Meetings 127 26
Notice of Business 129(6), (7) 29
Notice of Meetings 129(1), (2), (3) 28
Participation by Telephone 126(3) 25
Place 126(1), (2), (4) 25
Proxies 142 33
Quorum 133 31
Record Date for Meeting 128(2), (3), (4) 27
Resolution in Lieu of
Meeting 136(1), (2) 33
Right to Vote 134 32
Shareholders List 132(1), (2), (3) 29
July 1, 1983
3.
Section of Subject Memorandum BCA Page No.
- ------------------------------ --------------------------- -----------------
Meetings of Shareholders cont.
- ------------------------------
Voting Procedure 135 32
Waiver of Notice 130 29
Notices
- -------
To Corporation 247 35
To Directors and
Shareholders 246 34
Waiver of Notice 248 36
Officers
- --------
Appointment 116 21
Conflict of Interest 115 18
Duty of Care 117 22
Indemnification 119 23
Seal 23 4
- ----
Shares
- ------
Issuance 25 4
Restrictions 45(8), (9) 6
Security Certificates 45(1), (3), (4), (7), (10), 5&7
(11)
SECTIONS OF THE BUSINESS CORPORATIONS ACT
-----------------------------------------
Meetings of Directors - Residence Requirements
----------------------------------------------
"1. (t) 'resident Albertan' means an individual who is ordinarily resident in
Alberta or, if not ordinarily resident in Alberta, is a member of a
prescribed class of persons and, in any case,
(i) is a Canadian citizen, or
(ii) has been lawfully admitted to Canada for permanent residence;
July 1, 1983
4.
Seal
- ----
23. (1) A corporation may adopt and change a corporate seal that shall contain
the name of the corporation.
(2) A document executed on behalf of a corporation by a director, an
officer or an agent of the corporation, is not invalid only because the
corporate seal is not affixed to the document.
(3) Share certificates of a corporation may be issued under its corporate
seal or a facsimile of that corporate seal.
(4) A document requiring authentication by a corporation may be signed by
a director or the secretary or other authorized officer of the corporation and
need not be under its corporate seal.
(5) A corporation may adopt a facsimile of its corporate seal for use in
any other jurisdiction outside Alberta that complies with the laws of the
jurisdiction.
Shares - Issuance
- -----------------
25. (1) Subject to the articles, the by-laws and any unanimous shareholder
agreement and to section 28, shares may be issued at the times and to the
persons and for the consideration that the directors determine.
(2) Shares issued by a corporation are non-assessable and the holders are
not liable to the corporation or to its creditors in respect of those shares.
(3) A share shall not be issued until the consideration for the share is
fully paid in money or in property or past service that is not less in value
that the fair equivalent of the money that the corporation would have received
if the share had been issued for money.
July 1, 1983
5.
(4) In determining whether property or past service is the fair equivalent
of a money consideration, the directors may take into account reasonable charges
and expenses of organization and reorganization and payments for property and
past services reasonably expected to benefit the corporation.
(5) For the purposes of this section, "property" does not include a
promissory note or promise to pay given by the allottee.
Shares - Security Certificates
- ------------------------------
45. (1) A security holder is entitled at his option to a security certificate
that complies with this Act or a non-transferable written acknowledgment of his
right to obtain a security certificate from a corporation in respect of the
securities of that corporation held by him.
(3) A corporation is not required to issue more than one security
certificate in respect of securities held jointly by several persons, and
delivery of a certificate to one of several joint holders is sufficient delivery
to all.
(4) A security certificate shall be signed manually by at least one
director or officer of the corporation or by or on behalf of a registrar,
transfer agent or branch transfer agent of the corporation, or by a trustee who
certifies it in accordance with a trust indenture, and any additional signatures
required on a security certificate may be printed or otherwise mechanically
reproduced on it.
(7) There shall be stated on the face of each share certificate issued by
a corporation:
(a) the name of the corporation
(b) the words "Incorporated under The Business Corporations Act"
July 1, 1983
6.
(c) the name of the person to whom it was issued, and
(d) the number and class of shares and the designation of any series that
the certificate represents.
Shares - Restrictions
- ---------------------
(8) If a security certificate issued by a corporation or by a body
corporate before the body corporate was continued under this Act is or becomes
subject to:
(a) a restriction on its transfer other than a constraint under section
168, or
(b) a lien in favour of the corporation,
the restriction or lien is ineffective against a transferee of the security who
has no actual knowledge of it unless:
(c) it or a reference to it is noted conspicuously on the security
certificate
(d) the security certificate contains a conspicuous statement that it is
non-negotiable, or
(e) the transferee is not
(i) a bona fide purchaser, or
(ii) a purchaser against whom the owner of the security may not assert
the ineffectiveness of an endorsement under section 64.
July 1, 1983
7.
(9) A distributing corporation shall not restrict the transfer of its
shares except by way of a constraint permitted under section 168.
Shares - Security Certificates
- ------------------------------
(10) There shall be stated legibly on a share certificate issued by a
corporation that is authorized to issue shares of more than one class or series:
(a) the rights, privileges, restrictions and conditions attached to the
shares of each class and series that exists when the share certificate
is issued, or
(b) that the class or series of shares that it represents has rights,
privileges, restrictions or conditions attached to it and that the
corporation will furnish to a shareholder, on demand and without
charge, a full copy of the text of:
(i) the rights, privileges, restrictions and conditions attached to
each class authorized to be issued and to each series in so far
as they have been fixed by the directors, and
(ii) the authority of the directors to fix the rights, privileges,
restrictions and conditions of subsequent series.
(11) If a share certificate issued by a corporation contains the statement
mentioned in subsection (10)(b), the corporation shall furnish to a shareholder
on demand and without charge a full copy of the text of:
(a) the rights, privileges, restrictions and conditions attached to each
class authorized to be issued and to each series in so far as they
have been fixed by the directors, and
July 1, 1983
8.
(b) the authority of the directors to fix the rights, privileges,
restrictions and conditions of subsequent series.
Directors - General Powers
- --------------------------
97. (1) Subject to any unanimous shareholder agreement, the directors shall
manage the business and affairs of a corporation.
Directors - Number
- ------------------
(2) A corporation shall have one or more directors but a distributing
corporation shall have not fewer than 3 directors, at least 2 of whom are not
officers or employees of the corrporation or its affiliates.
Directors - Borrowing Powers
- ----------------------------
98.1 (1) Unless the articles or by-laws of, or a unanimous shareholder
agreement relating to, a corporation otherwise provided, the directors of a
corporation may without authorization of the shareholders:
(a) borrow money on the credit of the corporation,
(b) issue, reissue, sell or pledge debt obligations of the corporation,
(c) subject to section 42, give a guarantee on behalf of the corporation
to secure performance of an obligation of any person, and
(d) mortgage, hypothecate, pledge or otherwise create a security interest
in all or any property of the corporation, owned or subsequently
acquired, to secure any obligation of the corporation.
July 1, 1983
9.
(2) Notwithstanding sections 11O(3) and 116(a) unless the articles or
by-laws of or a unanimous shareholder agreement relating to a corporation
otherwise provide, the directors may, by resolution, delegate the powers
referred to in subsection (1) to a director, a committee of directors or an
officer.
Directors - Qualifications
- --------------------------
100. (1) The following persons are disqualified from being a director of a
corporation:
(a) anyone who is less than 18 years of age;
(b) anyone who:
(i) is a dependent adult as defined in The Dependent Adults Act or
is the subject of a certificate of incapacity under that Act,
(ii) is a formal patient as defined in The Mental Health Act, 1972,
(iii) is the subject of an order under The Mentally Incapacitated
Persons Act appointing a committee of his person or estate or
both, or
(iv) has been found to be a person of unsound mind by a court
elsewhere than in Alberta.
(c) a person who is not an individual;
(d) a person who has the status of bankrupt.
(2) Unless the articles otherwise provide, a director of a corporation is
not required to hold shares issued by the corporation.
July 1, 1983
10.
(3) At least half of the directors of a corporation must be resident
Albertans.
(4) Notwithstanding subsection (3), not more than 1/3 of the directors of
a holding corporation need be resident Albertans if the holding corporation
earns in Alberta, directly or through its subsidiaries, less than 5% of the
gross revenues of the holding corporation and all of its subsidiary bodies
corporate together as shown in:
(a) the most recent consolidated financial statements of the holding
corporation referred to in section 151, or
(b) the most recent financial statements of the holding corporation and
its subsidiary bodies corporate as at the end of the last completed
financial period of the holding corporation.
(5) A person who is elected or appointed a director is not a director
unless:
(a) he was present at the meeting when he was elected or appointed and did
not refuse to act as a director, or
(b) if he was not present at the meeting when he was elected or appointed:
(i) he consented to act as a director in writing before his election
or appointment or within 10 days after it, or
(ii) he has acted as a director pursuant to the election or
appointment.
(6) For the purpose of subsection (5), a person who is elected or
appointed as a director and refuses under subsection (5)(a) or fails to consent
or act under subsection (5)(b) shall be deemed not to have been elected or
appointed as a director.
July 1, 1983
11.
Directors - Election and Term
- -----------------------------
101. (3) Subject to subsection (9)(a) and section 102, shareholders of a
corporation shall, by ordinary resolution at the first meeting of shareholders
and at each succeeding annual meeting at which an election of directors is
required, elect directors to hold office for a term expiring not later than the
close of the 3rd annual meeting of shareholders following the election.
(4) If the articles so provide, the 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 1/3 of the number of directors who held office at
the expiration of the last annual meeting of the corporation.
(5) It is not necessary that all directors elected at a meeting of
shareholders hold office for the same term.
(6) A director not elected for an expressly stated term ceases to hold
office at the close of the first annual meeting of shareholders following his
election.
(7) Notwithstanding subsections (2), (3) and (6), if directors are not
elected at a meeting of shareholders, the incumbent directors continue in office
until their successors are elected.
(8) If a meeting of shareholders fails to elect the number or the minimum
number of directors required by the articles by reason of the disqualification
or death of any candidate, the directors elected at that meeting may exercise
all the powers of the directors if the number of directors so elected
constitutes a quorum.
(9) The articles or a unanimous shareholder agreement may provide for the
election or appointment of a director or directors:
July 1, 1983
12.
(a) for terms expiring not later than the close of the 3rd annual meeting
of shareholders following the election, and
(b) by creditors or employees of the corporation or by a class or classes
of those creditors or employees.
Directors - Ceasing to Hold Office
- ----------------------------------
103. (1) A director of a corporation ceases to hold office when
(a) he dies or resigns,
(b) he is removed in accordance with section 104, or
(c) he becomes disqualified under section 1OO(1).
(2) A resignation of a director becomes effective at the time a written
resignation is sent to the corporation, or at the time specified in the
resignation, whichever is later.
Directors - Removal
- -------------------
104. (1) Subject to section 102(g) or a unanimous shareholder agreement, the
shareholders of a corporation may by ordinary resolution at a special meeting
remove any director or directors from office.
(2) If the holders of any class or series of shares of a corporation have
an exclusive right to elect one or more directors, a director so elected may
only be removed by an ordinary resolution at a meeting of the shareholders of
that class or series.
(3) Subject to section 102(b) to (e), a vacancy created by the removal of
a director may be filled at the meeting of the shareholders at which the
director is removed or, if not so filled, may be filled under section 106.
July 1, 1983
13.
(4) A director elected or appointed under section 101(9) may be removed
only by those persons having the power to elect or appoint that director.
Directors - Rights upon Resignation or Removal
- ----------------------------------------------
105. (2) A director who
(a) resigns,
(b) receives a notice or otherwise learns of a meeting of shareholders
called for the purpose of removing him from office, or
(c) receives a notice or otherwise learns of a meeting of directors or
shareholders at which another person is to be appointed or elected to
fill the office of director, whether because of his resignation or
removal or because his term of office has expired or is about to
expire,
is entitled to submit to the corporation a written statement giving the reasons
for his resignation or the reasons why he opposes any proposed action or
resolution.
(3) A corporation shall forthwith send a copy of the statement referred to
in subsection (2)
(a) to every shareholder entitled to receive notice of any meeting
referred to in subsection (1) and,
(b) if the corporation is a distributing corporation, to the Director
unless the statement is included in or attached to a management proxy circular
required by section 144.
July 1, 1983
14.
(4) No corporation or person acting on its behalf incurs any liability by
reason only of circulating a director's statement in compliance with subsection
(3).
Directors - Vacancies
- ---------------------
106. (1) Notwithstanding section 109(3), a quorum of directors may, subject to
subsections (3) and (4), fill a vacancy among the directors, except a vacancy
resulting from an increase in the number or minimum number of directors or from
a failure to elect the number or minimum number of directors required by the
articles.
(2) If there is not a quorum of directors, or if there has been a failure
to elect the number or minimum number of directors required by the articles, the
directors then in office shall forthwith call a special meeting of shareholders
to fill the vacancy and, if they fail to call a meeting or if there are no
directors then in office, the meeting may be called by any shareholder.
(3) If the holders of any class or series of shares of a corporation or
any other class of persons have an exclusive right to elect one or more
directors and a vacancy occurs among those directors,
(a) subject to subsection (4), the remaining directors elected by that
class or series may fill the vacancy except a vacancy resulting from
an increase in the number or minimum number of directors for that
class or series or from a failure to elect the number or minimum
number of directors for that class or series, or
(b) if there are no such remaining directors, any holder of shares of that
class or series or any member of that other class of persons, as the
case may be, may call a meeting of those shareholders or those persons
for the purpose of filling the vacancy.
(4) The articles or a unanimous shareholder agreement may provide that a
vacancy among the directors shall only be filled by:
July 1, 1983
15.
(a) a vote of the shareholders,
(b) a vote of the holders of any class or series of shares having an
exclusive right to elect one or more directors if the vacancy occurs
among the directors elected by that class or series, or
(c) the vote of any class of persons having an exclusive right to elect
one or more directors if the vacancy occurs among the directors
elected by that class of persons.
(5) A director appointed or elected to fill a vacancy holds office for the
unexpired term of his predecessor.
Meetings of Directors - Place
- -----------------------------
109. (1) Unless the articles otherwise provide, the directors may meet at any
place and on any notice the by-laws require.
Meetings of Directors - Quorum
- ------------------------------
(2) Subject to the articles or by-laws, a majority of the number of
directors appointed constitutes a quorum at any meeting of directors, and,
notwithstanding any vacancy among the directors, a quorum of directors may
exercise all the powers of the directors.
Meetings of Directors - Residence Requirements
- ----------------------------------------------
(3) Directors, other than directors of a corporation referred to in
section 100(4), shall not transact business at a meeting of directors unless at
least half of the directors present are resident Albertans.
July 1, 1983
16.
(4) Notwithstanding subsection (3), directors may transact business at a
meeting of directors when less than half of the directors present are resident
Albertans if:
(a) a resident Albertan director who is unable to be present approves in
writing or by telephone or other communications facilities the
business transacted at the meeting, and
(b) the number of resident Albertan directors present at the meeting,
together with any resident Albertan director who gives his approval
under clause (a), totals at least half of the directors present at the
meeting.
Meetings of Directors - Notice
- ------------------------------
(5) A notice of a meeting of directors shall specify any matter referred
to in section 110(3) that is to be dealt with at the meeting but, unless the
by-laws otherwise provide, need not specify the purpose or the business to be
transacted at the meeting.
Meetings of Directors - Waiver of Notice
- ----------------------------------------
(6) A director may in any manner waive a notice of a meeting of directors,
and attendance of a director at a meeting of directors is a waiver of notice of
the meeting, except when a director attends a meeting for the express purpose of
objecting to the transaction of any business on the grounds that the meeting is
not lawfully called.
Meetings of Directors - Adjournment
- -----------------------------------
(7) Notice of an adjourned meeting of directors is not required to be
given if the time and place of the adjourned meeting is announced at the
original meeting.
Meetings of Directors - Single Director Meeting
- -----------------------------------------------
(8) If a corporation has only one director, that director may constitute a
meeting.
July 1, 1983
17.
Meetings of Directors - Participation by Telephone
- --------------------------------------------------
(9) A director may participate in a meeting of directors or of a committee
of directors by means of telephone or other communication facilities, that
permit all persons participating in the meeting to hear each other if
(a) the by-laws so provide, or
(b) subject to the by-laws, all the directors of the corporation consent,
and a director participating in a meeting by those means is deemed for the
purposes of this Act to be present at that meeting.
Meetings of Directors - Notice
- ------------------------------
110. (3) Nowithstanding subsection (l), no managing director and no committee of
directors has authority to
(a) submit to the shareholders any question or matter requiring the
approval of the shareholders,
(b) fill vacancy among the directors or in the office of auditor,
(c) issue securities except in the manner and on the terms authorized by
the directors,
(d) declare dividends,
(e) purchase, redeem or otherwise acquire shares issued by the
corporation, except in the manner and on the terms authorized by the
directors,
July 1, 1983
18.
(f) pay a commission referred to in section 39,
(g) approve a management proxy circular referred to in Part 12,
(h) approve any financial statements referred to in section 149, or
(i) adopt, amend or repeal by-laws.
Meetings of Directors - Resolution in Lieu of Meeting
- -----------------------------------------------------
112. (1) Subject to the articles, the by-laws or a unanimous shareholder
agreement, a resolution in writing, signed by all the directors entitled to vote
on that resolution at a meeting of directors or committee of directors, is as
valid as if it had been passed at a meeting of directors or committee of
directors.
Directors and Officers - Conflict of Interest
- ---------------------------------------------
115. (1) A director or officer of a corporation who
(a) is a party to a material contract or proposed material contract with
the corporation, or
(b) is a director or an officer of or has a material interest in any
person who is a party to a material contract or proposed material
contract with the corporation,
shall disclose in writing to the corporation or request to have entered in the
minutes of meetings of directors the nature and extent of his interest.
(2) The disclosure required by subsection (1) shall be made, in the case
of a director,
(a) at the meeting at which a proposed contract is first considered,
July 1, 1983
19.
(b) if the director was not interested in a proposed contract at the time
of the meeting referred to in clause (a), at the first meeting after
he becomes so interested,
(c) if the director becomes interested after a contract is made, at the
first meeting after he becomes so interested, or
(d) if a person who is interested in a contract later becomes a director,
at the first meeting after he becomes a director.
(3) The disclosure required by subsection (1) shall be made, in the case
of an officer who is not a director,
(a) forthwith after he becomes aware that the contract or proposed
contract is to be considered or has been considered at a meeting of
directors,
(b) if the officer becomes interested after a contract is made forthwith
after he becomes so interested, or
(c) if a person who is interested in a contract later becomes an officer,
forthwith after he becomes an officer.
(4) If a material contract or proposed material contract is one that, in
the ordinary course of the corporation's business, would not require approval by
the directors or shareholders, a director or officer shall disclose in writing
to the corporation, or request to have entered in the minutes of meetings of
directors, the nature and extent of his interest forthwith after the director or
officer becomes aware of the contract or proposed contract.
(5) A director referred to in subsection (1) shall not vote on any
resolution to approve the contract unless the contract is
July 1, 1983
20.
(a) an arrangement by way of security for money lent to or obligations
undertaken by him, or by a body corporate in which he has an interest,
for the benefit of the corporation or an affiliate,
(b) a contract relating primarily to his remuneration as a director,
officer, employee or agent of the corporation or an affiliate,
(c) a contract for indemnity or insurance under section 119, or
(d) a contract with an affiliate.
(6) For the purpose of this section, a general notice to the directors by
a director or officer is a sufficient disclosure of interest in relation to any
contract made between the corporation and a person in which the director has a
material interest or of which he is a director or officer if
(a) the notice declares he is a director or officer of or has a material
interest in the person and is to be regarded as interested in any
contract made or to be made by the corporation with that person, and
states the nature and extent of his interest,
(b) at the time disclosure would otherwise be required under subsection
(2), (3) or (4), as the case may be, the extent of his interest in
that person is not greater than that stated in the notice, and
(c) the notice is given within the 12-month period immediately preceding
the time at which disclosure would otherwise be required under
subsection (2), (3) or (4), as the case may be.
(7) If a material contract is made between a corporation and one or more
of its directors or officers, or between a corporation and another person
July 1, 1983
21.
of which a director or officer of the corporation is a director or officer or in
which he has a material interest,
(a) the contract is neither void nor voidable by reason only of that
relationship, or by reason only that a director with an interest in
the contract is present at or is counted to determine the presence of
a quorum at a meeting of directors or committee of directors that
authorized the contract, and
(b) a director or officer or former director or officer of the corporation
to whom a profit accrues as a result of the making of the contract is
not liable to account to the corporation for that profit by reason
only of holding office as a director or officer,
if the director or officer disclosed his interest in accordance with subsection
(2), (3), (4) or (6), as the case may be, and the contract was approved by the
directors or the shareholders and it was reasonable and fair to the corporation
at the time it was approved.
(8) If a director or officer of a corporation fails to disclose his
interest in a material contract in accordance with this section, the Court may,
on the application of the corporation or a shareholder of the corporation, set
aside the contract on any terms it thinks fit.
(9) This section is subject to any unanimous shareholder agreement.
Officers - Appointment
- ----------------------
116. Subject to the articles, the by-laws or any unanimous shareholder
agreement,
(a) the directors may designate the offices of the corporation, appoint
as officers individuals of full capacity, specify their duties and
delegate to them powers to manage the business
July 1, 1983
22.
and affairs of the corporation, except powers to do anything referred
to in section 110(3),
(b) a director may be appointed to any office of the corporation, and
(c) 2 or more offices of the corporation may be held by the same person.
Directors and Officers - Duty of Care
- -------------------------------------
117. (1) Every director and officer of a corporation in exercising his powers
and discharging his duties shall
(a) act honestly and in good faith with a view to the best interests of
the corporation, and
(b) exercise the care, diligence and skill that a reasonably prudent
persons would exercise in comparable circumstances.
(2) Every director and officer of a corporation shall comply with this
Act, the regulations, articles, by-laws and any unanimous shareholder agreement.
(3) Subject to section 140(7), no provision in a contract, the articles,
the by-laws or a resolution relieves a director or officer from the duty to act
in accordance with this Act or the regulations or relieves him from liability
for a breach of that duty.
(4) In determining whether a particular transaction or course of action is
in the best interests of the corporation, a director, if he is elected or
appointed by the holders of a class or series of shares or by employees or
creditors or a class of employees or creditors, may give special, but not
exclusive, consideration to the interests of those who elected or appointed him.
July 1, 1983
23.
Directors and Officers - Indemnification
- ----------------------------------------
119. (1) Except in respect of an action by or on behalf of the corporation or
body corporate to procure a judgment in its favour, a corporation may indemnify
a director or officer of the corporation, a former director or officer of the
corporation or a person who acts or acted at the corporation's request as a
director or officer of a body corporate of which the corporation is or was a
shareholder or creditor, and his heirs and legal representatives, against all
costs, charges and expenses, including an amount paid to settle an action or
satisfy a judgment, reasonably incurred by him in respect of any civil, criminal
or administrative action or proceeding to which he is made a party by reason of
being or having been a director or officer of that corporation or body
corporate, if
(a) he acted honestly and in good faith with a view to the best interests
of the corporation, and
(b) in the case of a criminal or administrative action or proceeding that
is enforced by a monetary penalty, he had reasonable grounds for
believing that his conduct was lawful.
(2) A corporation may with the approval of the Court indemnify a person
referred to in subsection (1) in respect of an action by or on behalf of the
corporation or body corporate to procure a judgment in its favour, to which he
is made a party by reason of being or having been a director or an officer of
the corporation or body corporate, against all costs, charges and expenses
reasonably incurred by him in connection with the action if he fulfils the
conditions set out in subsections (l)(a) and (b).
(3) Notwithstanding anything in this section, a person referred to in
subsection (1) is entitled to indemnity from the corporation in respect of all
costs, charges and expenses reasonably incurred by him in connection with the
defence of any civil, criminal or administrative action or proceeding to which
he is made a party by reason of being or having been a director or officer of
the corporation or body corporate, if the person seeking indemnity
July 1, 1983
24.
(a) was substantially successful on the merits in his defence of the
action or proceeding,
(b) fulfils the conditions set out in subsection (l)(a) and (b), and
(c) is fairly and reasonably entitled to indemnity.
(4) A corporation may purchase and maintain insurance for the benefit of
any person referred to in subsection (1) against any liability incurred by him
(a) in his capacity as a director or officer of the corporation, except
when the liability relates to his failure to act honestly and in good
faith with a view to the best interests of the corporation, or
(b) in his capacity as a director or officer of another body corporate if
he acts or acted in that capacity at the corporation's request, except
when the liability relates to his failure to act honestly and in good
faith with a view to the best interests of the body corporate.
(5) A corporation or a person referred to in subsection (1) may apply to
the Court for an order approving an indemnity under this section and the
Court may so order and make any further order it thinks fit.
(6) On an application under subsection (5), the Court may order notice to
be given to any interested person and that person is entitled to appear and be
heard in person or by counsel.
Directors - Remuneration
- ------------------------
120. (1) Subject to the articles, the by-laws or any unanimous shareholder
agreement, the directors of a corporation may fix the remuneration of the
directors, officers and employees of the corporation.
July 1, 1983
25.
(2) Disclosure of the aggregate remuneration of directors, the aggregate
remuneration of officers and the aggregate remuneration of employees shall be
made as prescribed.
Meetings of Shareholders - Place
- --------------------------------
126. (1) Meetings of shareholders of a corporation shall be held at the place
within Alberta provided in the by-laws or, in the absence of such provisions, at
the place within Alberta that the directors determine.
(2) Notwithstanding subsection (1), a meeting of shareholders of a
corporation may be held outside Alberta if all the shareholders entitled to vote
at that meeting so agree, and a shareholder who attends a meeting of
shareholders held outside Alberta is deemed to have so agreed except when he
attends the meeting for the express purpose of objecting to the transaction of
any business on the grounds that the meeting is not lawfully held.
Meetings of Shareholders - Participation by Telephone
- -----------------------------------------------------
(3) A shareholder or any other person entitled to attend a meeting of
shareholders may participate in the meeting by means of telephone or other
communication facilities that permit all persons participating in the meeting to
hear each other if
(a) the by-laws so provide, or
(b) subject to the by-laws, all the shareholders entitled to vote at the
meeting consent,
and a person participating in such a meeting by those means is deemed for the
purposes of this Act to be present at the meeting.
Meeting of Shareholders - Place
- -------------------------------
(4) Notwithstanding subsections (1) and (2), if the articles so provide,
meetings of shareholders may
July 1, 1983
26.
be held outside Alberta at one or more places specified in the articles.
Meetings of Shareholders - Annual and Special Meetings
- ------------------------------------------------------
127. (1) The directors of a corporation
(a) shall call an annual meeting of shareholders to be held not later than
18 months after
(i) the date of its incorporation, or
(ii) the date of its certificate of amalgamation, in the case of an
amalgamated corporation,
and subsequently not later than 15 months after holding the last
preceding annual meeting, and
(b) may at any time call a special meeting of shareholders.
(2) Notwithstanding subsection (l), the corporation may apply to the Court
for an order extending the time in which the first or the next annual meeting of
the corporation shall be held.
(3) Notice of any application under subsection (2) by a distributing
corporation shall be filed with the Commission.
(4) If, on an application under subsection (2), the Court is satisfied
that it is in the best interests of the corporation, the Court may extend the
time in which the first or the next annual meeting of the corporation shall be
held, in any manner and on any terms it thinks fit.
July 1, 1983
27.
Meetings of Shareholders - Record Date for Meetings
- ---------------------------------------------------
128. (2) For the purpose of determining shareholders entitled to receive notice
of a meeting of share-holders, the directors may fix in advance a date as the
record date for that determination of shareholders, but that record date shall
not precede by more than 50 days or by less than 21 days the date on which the
meeting is to be held.
(3) If no record date is fixed,
(a) the record date for the determination of shareholders entitled to
receive notice of a meeting of shareholders shall be
(i) at the close of business on the last business day preceding the
day on which the notice is sent, or,
(ii) if no notice is sent, the day on which the meeting is held,
and
(b) the record date for the determination of shareholders for any purpose
other than to establish a shareholder's right to receive notice of a
meeting or to vote, shall be at the close of business on the day on
which the directors pass the resolution relating to that purpose.
(4) If the directors of a distributing corporation fix a record date then,
unless notice of the record date is waived in writing by every holder of a share
of the class or series affected whose name is set out in the securities register
at the close of business on the day the directors fixed the record date, notice
of the record date shall be given not less than 7 days before the date so fixed
July 1, 1983
28.
(a) by advertisement in a newspaper published or distributed in the place
where the corporation has its registered office and in each place in
Canada where it has a transfer agent or where a transfer of its shares
may be recorded, and
(b) by written notice to each stock exchange in Canada on which the shares
of the corporation are listed for trading.
Meetings of Shareholders - Notice of Meetings
- ---------------------------------------------
129. (1) Notice of the time and place of a meeting of shareholders shall be
sent not less than 21 days and not more than 50 days before the meeting,
(a) to each shareholder entitled to vote at the meeting,
(b) to each director, and
(c) to the auditor of the corporation.
(2) Notwithstanding section 246 (3), a notice of a meeting of
shareholders sent by mail to a shareholder, director or auditor in accordance
with section 246(1) is deemed to be sent to the shareholder on the day on which
it is deposited in the mail.
(3) A notice of a meeting is not required to be sent to shareholders who
were not registered on the records of the corporation or its transfer agent on
the record date determined under section 128(2) or (3), but failure to receive
a notice does not deprive a shareholder of the right to vote at the meeting.
Meetings of Shareholders - Adjournment
- --------------------------------------
(4) If a meeting of shareholders is adjourned by one or more adjournments
for an aggregate of less than 30 days it is not necessary, unless the
by-laws otherwise provide, to give notice of the adjourned meeting, other than
by announcement at the time of an adjournment.
July 1, 1983
29.
(5) If a meeting of shareholders is adjourned by one or more adjournments
for an aggregate of 30 days or more, notice of the adjourned meeting shall be
given as for an original meeting but, unless the meeting is adjourned by one or
more adjournments for an aggregate of more than 90 days, section 143(1) does not
apply.
Meetings of Shareholders - Notice of Business
- ---------------------------------------------
(6) All business transacted at a special meeting of shareholders and all
business transacted at an annual meeting of shareholders, except consideration
of the financial statements, auditor's report, election of directors and
reappointment of the incumbent auditor, is deemed to be special business.
(7) Notice of a meeting of shareholders at which special business is to be
transacted shall state
(a) the nature of that business in sufficient detail to permit the
shareholder to form a reasoned judgment on that business, and
(b) the text of any special resolution to be submitted to the meeting.
Meetings of Shareholders - Waiver of Notice
- -------------------------------------------
130. A shareholder and any other person entitled to attend a meeting of
shareholders may in any manner waive notice of a meeting of shareholders, and
attendance of the shareholder or other person at a meeting of Shareholders is a
waiver of notice of the meeting, except when he attends a meeting for the
express purpose of objecting to the transaction of any business on the grounds
that the meeting is not lawfully called.
Meetings of Shareholders - Shareholders List
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132. (1) A corporation having more than 15 shareholders entitled to vote at a
meeting of shareholders shall prepare a list of shareholders entitled to receive
July 1, 1983
30.
notice of a meeting, arranged in alphabetical order and showing the number of
shares held by each shareholder,
(a) if a record date is fixed under section 128(2), not later than 10 days
after that date, or
(b) if no record date is fixed,
(i) at the close of business on the last business day preceding the
day on which the notice is given, or
(ii) if no notice is given, on the day on which the meeting is held.
(2) If a corporation fixes a record date under section 128(2), a person
named in the list prepared under subsection (l)(a) is entitled to vote the
shares shown opposite his name at the meeting to which the list relates, except
to the extent that
(a) the person has transferred the ownership of any of his shares after
the record date, and
(b) the transferee of those shares
(i) produces properly endorsed share certificates, or
(ii) otherwise establishes that he owns the shares,
and demands, not later than 10 days before the meeting, or any shorter
period before the meeting that the by-laws of the Corporation may
provide, that his name be included in the list before the meeting,
in which case the transferee is entitled to vote his shares at the meeting.
July 1, 1983
31.
(3) If a corporation does not fix a record date under section 128(2), a
person named in a list prepared under subsection (l)(b)(i) is entitled to vote
the shares shown opposite his name at the meeting to which the list relates
except to the extent that
(a) the person has transferred the ownership of any of his shares after
the date on which a list referred to in subsection (l)(b)(i) is
prepared, and
(b) the transferee of those shares
(i) produces properly endorsed share certificates, or
(ii) otherwise establishes that he owns the shares,
and demands, not later than 10 days before the meeting or any shorter
period before the meeting that the by-laws of the corporation may
provide, that his name be included in the list before the meeting,
in which case the transferee is entitled to vote his shares at the meeting.
Meetings of Shareholders - Quorum
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133. (1) Unless the by-laws otherwise provide, a quorum of shareholders is
present at a meeting of shareholders, irrespective of the number of persons
actually present at the meeting, if the holder or holders of a majority of the
shares entitled to vote at the meeting are present in person or represented by
proxy.
(2) If a quorum is present at the opening of a meeting of shareholders,
the shareholders present may, unless the by-laws otherwise provide, proceed with
the business of the meeting, notwithstanding that a quorum is not present
throughout the meeting.
July 1, 1983
32.
(3) If a quorum is not present at the opening of a meeting of
shareholders, the shareholders present may adjourn the meeting to a fixed time
and place but may not transact any other business.
(4) If a corporation has only one shareholder, or only one holder of any
class or series of shares, the shareholder present in person or by proxy
constitutes a meeting.
Meetings of Shareholders - Right to Vote
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134. (1) Unless the articles otherwise provide, each share of a corporation
entitles the holder of it to one vote at a meeting of shareholders.
(2) If a body corporate or association is shareholder of a corporation,
the corporation shall recognize any individual authorized by a resolution of the
directors or governing body of the body corporate or association to represent it
at meetings of shareholders of the corporation.
(3) An individual authorized under subsection (2) may exercise on behalf
of the body corporate or association he represents all the powers it could
exercise if it were an individual shareholder.
(4) Unless the by-laws otherwise provide, if 2 or more persons hold shares
jointly, one of those holders present at a meeting of shareholders may in the
absence of the other vote the shares, but if 2 or more of those persons who are
present, in person or by proxy, vote, they shall vote as one on the shares
jointly held by them.
Meetings of Shareholders - Voting Procedure
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135. (1) Unless the by-laws otherwise provide, voting at a meeting of
shareholders shall be by show of hands except when a ballot is demanded by a
shareholder or proxyholder entitled to vote at the meeting.
July 1, 1983
33.
(2) A shareholder or proxyholder may demand a ballot either before or on
the declaration of the result of any vote by show of hands.
Meetings of Shareholders - Resolution in Lieu of Meeting
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136. (1) A resolution in writing signed by all the shareholders entitled to
vote on that resolution is as valid as if it had been passed at a meeting of the
shareholders.
(2) A resolution in writing dealing with all matters required by this Act
to be dealt with at a meeting of shareholders, and signed by all the
shareholders entitled to vote at that meeting, satisfies all the requirements of
this Act relating to meetings of shareholders.
Meeting of Shareholders - Proxies
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142. (1) A shareholder entitled to vote at a meeting of shareholders may by
means of a proxy appoint a proxyholder and one or more alternate proxyholders,
who are not required to be shareholders, to attend and act at the meeting in the
manner and to the extent authorized by the proxy and with the authority
conferred by the proxy.
(2) A proxy shall be executed by the shareholder or by his attorney
authorized in writing.
(3) A proxy is valid only at the meeting in respect of which it is given
or any adjournment of that meeting.
(4) A shareholder may revoke a proxy
(a) by depositing an instrument in writing executed by him or by his
attorney authorized in writing
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34.
(i) at the registered office of the corporation at any time up to and
including the last business day preceding the day of the meeting,
or an adjournment of that meeting, at which the proxy is to be
used, or
(ii) with the chairman of the meeting on the day of the meeting or an
adjournment of the meeting, or
(b) in any other manner permitted by law.
(5) The directors may specify in a notice calling a meeting of
shareholders a time not exceeding 48 hours, excluding Saturdays and holidays,
preceding the meeting or an adjournment of the meeting before which time proxies
to be used at the meeting must be deposited with the corporation or its agent.
Notices - To Directors and Shareholders
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246. (1) A notice or document required by this Act, the regulations, the
articles or the by-laws to be sent to a shareholder or director of a corporation
may be sent by mail addressed to, or may be delivered personally to,
(a) the shareholder at his latest address as shown in the records of the
corporation or its transfer agent, and
(b) the director at his latest address as shown in the records of the
corporaiton or in the last notice filed under section 101 or 108.
(2) For the purpose of the service of a notice or document, a director
named in a notice sent by a corporation to the Registrar under section 101 or
108 and filed by the Registrar is presumed to be a director of the corporation
referred to in the notice.
July 1, 1983
35.
(3) A notice or document sent by mail in accordance with subsection (1) to
a shareholder or director of a corporation is deemed to be received by him at
the time it would be delivered in the ordinary course of mail unless there are
reasonable grounds for believing that the shareholder or director did not
receive the notice or document at the time or at all.
(4) If a corporation sends a notice or document to a shareholder in
accordance with subsection (1) and the notice or document is returned on three
consecutive occasions because the shareholder cannot be found, the corporation
is not required to send any further notices or documents to the shareholder
until he informs the corporation in writing of his new address.
Notices - To Corporation
- ------------------------
247. (1) A notice or document required or permitted to be sent to or served on
a corporation may be
(a) delivered to its registered office, or
(b) sent by registered mail to
(i) its registered office, or
(ii) the post office box designated as its address for service by
mail,
as shown in the last notice filed under section 19.
(2) A notice or document sent by registered mail to the corporation in
accordance with subsection (l)(b) is deemed to be received or served at the time
it would be delivered in the ordinary course of mail unless there are reasonable
grounds for believing that the corporation did not receive the notice or
document at that time or at all.
July 1, 1983
36.
Notices - Waiver of Notice
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248. If a notice or document is required by this Act or the regulations to
be sent, the sending of the notice or document may be waived or the time for the
notice or document may be waived or abridged at any time with the consent in
writing of the person entitled to receive it.
July 1, 1983