EXHIBIT 3.2
ARTICLES
TABLE OF CONTENTS
PART ARTICLE SUBJECT
1 INTERPRETATION
1.1 Definition
1.2 & 1.3 Construction of Words
1.4 Company Act Definitions Applicable
1.5 Table "A" Inapplicable
2 SHARES AND SHARE CERTIFICATES
2.1 Authorized Capital
2.2 Form of Certificate
2.3 Member Entitled to Certificate
2.4 Delivery of Certificate
2.5 Replacement of Lost or Defaced Certificate
2.6 Recognition of Trusts
2.7 Execution of Certificates
2.8 Delivery to Joint Holders
3 ISSUE OF SHARES
3.1 Commencement of Business
3.2 Directors Authorized
3.3 Conditions of Allotment
3.4 Commissions
3.5 Brokerage
3.6 Conditions of Issue
3.7 Price of Shares Without Par Value
3.8 Share Purchase Warrants
4 SHARE TRANSFERS
4.1 Transferability and Instrument of Transfer
4.2 Submission of Instruments of Transfer
4.3 Execution of Instrument of Transfer
4.4 Enquiry as to Title Not Required
4.5 Transfer Fee
4.6 Registrars and Transfer Agents
5 TRANSMISSION OF SHARES
5.1 Personal Representative Recognized on Death
5.2 Persons in Representative Capacity
5.3 By Statute or Court Order
6 ALTERATION OF CAPITAL
6.1 Ordinary Resolution Required
6.2 Increase of Maximum Selling Price
6.3 Articles Apply to New Capital
6.4 Class Meetings of Members
7 PURCHASE OF SHARES
7.1 Company Authorized to Purchase its Shares
7.2 Directors to Decide on Shares Redeemed
7.3 Sale and Voting of Purchased or Redeemed Shares
8 BORROWING POWERS
8.1 Powers of Directors
8.2 Negotiability of Debt Obligations
8.3 Special Rights on Debt Obligations
8.4 Registers of Debt Obligations and Holders Thereof
8.5 Execution of Debt Obligation Documents
8.6 Delivery of Debentures
9 GENERAL MEETINGS
9.1 Annual General Meetings
9.2 Waiver of Annual General Meeting
9.3 Classification of General Meetings
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9.4 Calling of Meetings
9.5 Requisition of General Meetings
9.6 Notice for General Meetings
9.7 Waiver of Notice
9.8 Notice of Special Business at General Meeting
10 PROCEEDINGS AT GENERAL MEETINGS
10.1 Special Business
10.2 Quorum
10.3 Requirement of Quorum
10.4 Lack of Quorum
10.5 Chairman
10.6 Alternate Director
10.7 Adjournments
10.8 Decisions by Show of Hands or Poll
10.9 Resolution Need Not Be Seconded
10.10 Casting Vote
10.11 Manner of Taking Poll
10.12 Casting of Votes
10.13 Demand for Poll
10.14 Demand for Poll Not to Prevent Continuance of Meeting
10.15 Retention of Ballots Cast on a Poll
11 VOTES OF MEMBERS
11.1 Number of Votes per Share or Member
11.2 Votes of Persons in Representative Capacity
11.3 Votes by Joint Holders
11.4 Representative of a Corporate Member
11.5 Votes by Committee of a Member
11.6 Appointment by Proxyholders
11.7 Execution of Proxy Instrument
11.8 Qualification of a Proxyholder
11.9 Deposit of Proxy
11.10 Validity of Proxy Vote
11.11 Form of Proxy
12 DIRECTORS
12.1 Responsible for Management
12.2 Number of Directors
12.3 Share Qualification of Directors
12.4 Remuneration and Expenses of Directors
12.5 Appointment of Attorneys
12.6 Directors Interested in Transactions with Company
12.7 Right to Office and Contract with Company
12.8 Director Acting in Professional Capacity
12.9 Directors Interested in Other Corporate Entities
12.10 Alternate Directors
13 TERMINATION OF DIRECTORSHIP OF DIRECTORS
13.1 Ground for Termination
14 RETIREMENT AND ELECTION OF DIRECTORS
14.1 Election at Annual General Meetings
14.2 Removal of Directors
14.3 Filling a Casual Vacancy
15 PROCEEDINGS OF DIRECTORS
15.1 Meetings - Quorum - Chairman
15.2 Call and Notice of Meetings
15.3 Competence of Quorum
15.4 Continuing Directors May Act During a Vacancy
15.5 Appointment of Directors Committees
15.6 Committee Chairman
15.7 Committee Meetings
15.8 Validity of Meetings Where Directorship Deficient
15.9 Newly Elected Directors
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15.10 Waiver of Notice of Meetings
15.11 Majority Rule
15.12 Resolution in Writing Effective
15.13 Meetings by Conference Telephone
16 OFFICERS
16.1 President and Secretary Required
16.2 Directors Authority
16.3 Disclosure of Conflicting Interests
16.4 Duties of Secretary
17 MINUTES, DOCUMENTS AND RECORDS
17.1 Minutes to be Kept
17.2 Records Office
18 EXECUTION OF DOCUMENTS
18.1 Seal Optional
18.2 Official Seal
18.3 Affixation of Seal to Documents
18.4 Mechanical Reproduction of Signatures
19 DIVIDENDS
19.1 Declaration of Dividends
19.2 Proportionate to Number of Shares Held
19.3 Dividend Bears No Interest
19.4 Payment in Specie Permitted
19.5 Capitalization of Undisturbed Surplus
19.6 Payment of Dividends
19.7 No Payment of Dividends
19.8 Effect of Transfer of Shares
19.9 Fractional Shares
19.10 Reserves
20 ACCOUNTS
20.1 Accounts to be Kept
20.2 Location of Accounts
20.3 Inspection of Accounts
21 NOTICES
21.1 Definition
21.2 Method of Giving Notice
21.3 Notice to Joint Holders
21.4 Notice to Personal Representative
21.5 Notice Deemed Effective
21.6 & 21.7 Date Notice Deemed Given
21.8 Persons to Receive Notice
22 INDEMNIFICATION AND PROTECTION OF DIRECTORS, OFFICERS, EMPLOYEES AND
CERTAIN AGENTS
22.1 Party to Legal Proceedings
22.2 Officers, Employees, Agents
22.3 Extent of Indemnification
22.4 Persons Undertaking Liabilities
22.5 Limitation of Liability
22.6 Directors May Rely
22.7 Company May Purchase Insurance
23 PROHIBITIONS
23.1 Transfers and Registers Restricted
24 RESTRICTIONS ON SHARE TRANSFERS
24.1 Directors May Decline to Register Transfers
24.2 Offer to Other Members
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"COMPANY ACT"
ARTICLES OF
PART 1 - INTERPRETATION
1.1
In these Articles, unless the context otherwise requires:
(a) "Board of Directors" or "Board" means the directors of the Company for
the time being;
(b) "casual vacancy" shall mean any vacancy occurring in the Board of
Directors of the Company save and except for a vacancy occurring at an
annual general meeting of the Company;
(c) "Company Act" means the Company Act of the Province of British
Columbia from time to time in force and all amendments thereto and
includes all regulations and amendments thereto made pursuant to that
Act;
(d) "directors" means the directors of the Company for the time being;
(e) "month" means calendar month;
(f) "ordinary resolution" has the meaning assigned thereto by the Company
Act;
(g) "register" means the register of members to be kept pursuant to the
Company Act;
(h) "registered address" of a member shall be his address as recorded
in the register;
(i) "registered address" of a director means his address as recorded in
the Company's register of directors to be kept pursuant to the Company
Act;
(j) "reporting company" has the meaning assigned thereto by the Company
Act;
(k) "seal" means the common seal of the Company, if the Company has one;
(l) "special resolution" has the meaning assigned thereto by the Company
Act.
1.2
Expressions referring to writing shall be construed as including references to
printing, lithography, typewriting, photography and other modes of representing
or reproducing words in a visible form.
1.3
Words importing the singular include the plural and vice versa; and words
importing a male person include a female person and a corporation.
1.4
The definitions in the Company Act shall, with the necessary changes and so far
as applicable, apply to these Articles.
1.5
The regulations contained in Table A in the First Schedule to the Company Act
shall not apply to the Company.
PART 2 - SHARES AND SHARE CERTIFICATES
2.1
The authorized capital of the Company shall consist of shares of a class or
classes, which may be divided into one or more series, as described in the
Memorandum of the Company and shall be evidenced or represented in the form of a
certificate, and each class of shares shall have a distinct form of certificate.
2.2
Every share certificate issued by the Company shall be in such form as the
directors approve and shall comply with the Company Act.
2.3
Every member is entitled, without charge, to one certificate representing the
share or shares of each class held by him or upon paying a sum not exceeding the
amount permitted by the Company Act, as the directors may from time to time
determine, several certificates each for one or more of those shares; provided
that, in respect of a share or shares held jointly by several persons, the
Company shall not be bound to issue more than one certificate, and delivery of a
certificate for a share to one of several joint holders or to his duly
authorized agent shall be sufficient delivery to all; and provided further that
the Company shall not be bound to issue certificates representing redeemable
shares, if such shares are to be redeemed within one month of the date on which
they were allotted. Any share certificate may be sent through the post by
registered pre-paid mail to the member entitled thereto at his registered
address, and the Company shall not be liable for any loss occasioned to the
member owing to any such share certificate so sent being lost in the post or
stolen.
2.4
Certificates shall be available for delivery by the Company within one month
after the allotment of and payment in full for any of its shares, or within one
month after the delivery to the Company of an instrument of transfer, unless the
conditions of the share otherwise provide, or where the Company has issued
shares with a special right to convert attached thereto, within one month after
receipt by the Company of the share certificate for the share to be converted
properly tendered for conversion.
2.5
If a share certificate:
(a) is worn out or defaced, the directors may, upon production to them
of that certificate and upon such other terms if any, as they may think fit,
order the certificate to be cancelled and may issue a new certificate in lieu
thereof;
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(b) is lost, stolen or destroyed, then upon proof thereof to the
satisfaction of the directors and upon such indemnity, if any, as the directors
deem adequate being given, a new share certificate in place thereof shall be
issued to the person entitled to the lost, stolen or destroyed certificate, or
(c) represents more than one share and the registered owner thereof
surrenders it to the Company with a written request that the Company issue
registered in his name two or more certificates each representing a specified
number of shares and in the aggregate representing the same number of shares as
the certificate so surrendered, the Company shall cancel the certificate so
surrendered and issue in place thereof certificates in accordance with the
request.
A sum, not exceeding that permitted by the Company Act, as the directors may
from time to time fix, shall be paid to the Company for each certificate issued
under this Article.
2.6
Except as required by law or statute or these Articles, no person shall be
recognized by the Company as holding any share upon any trust, and the Company
shall not be bound by or compelled in any way to recognize (even when having
notice thereof) any equitable, contingent, future or partial interest in any
share or any interest in any fractional part of a share or (except only as by
law or statute or these Articles provided or as ordered by a court of competent
jurisdiction) any other rights in respect of any share except an absolute right
to the entirety thereof in the registered holder.
2.7
Every share certificate shall be signed manually by at least one officer or
director of the Company, or by or on behalf of a registrar, branch registrar,
transfer agent or branch transfer agent of the Company and any additional
signatures may be printed or otherwise mechanically reproduced and a certificate
signed in either of those fashions shall be as valid as if signed manually,
notwithstanding that any person whose signature is so printed or mechanically
reproduced on a share certificate has ceased to hold the office that he is
stated on such certificate to hold at the date of the issue of a share
certificate.
2.8
The certificates of shares registered in the name of two or more persons shall
be delivered to the person first named on the register.
PART 3 - ISSUE OF SHARES
3.1
The Company may commence business forthwith upon its incorporation
notwithstanding that any part of the capital of the Company may remain
unallotted or unsubscribed.
3.2
Subject to the Company Act and any provision contained in a resolution passed at
a general meeting authorizing any alteration of the capital of the Company, the
unissued shares of the Company together with any shares of the Company purchased
or redeemed by the Company and not cancelled shall be under the control of the
directors who may, subject to the rights of the holders of the shares of the
Company for the time being, issue, allot, sell, grant options on, or otherwise
dispose of such shares to such persons, including directors, and upon such terms
and conditions, and at such price or for such consideration, as the directors,
in their absolute discretion, may determine.
3.3
While the Company is not a reporting company and if the directors are so
required by the Company Act, they shall, before allotting any shares of the
Company, first offer such shares pro rata to the members in the following
manner:
(a) if the shares are not divided into classes the directors shall make
such offer pro rata to the members;
(b) if there are classes of shares, the directors shall make such offer
pro rata to the members holding all shares of the class proposed to be allotted
and if any shares remain, the directors shall then offer the remaining shares
pro rata to the other members;
(c) any such offer shall be made by notice specifying the number of
shares offered and limiting a time for acceptance which shall not be less than
seven days;
(d) after the expiration of the time for acceptance or on receipt of
written confirmation from the person to whom the offer is made that he declines
to accept the offer, and if there are no other members holding shares who should
first receive an offer, the directors may for three months thereafter offer the
shares to such persons and in such manner as they think most beneficial to the
Company; but the offer to those persons shall not be at a price less than, or on
terms more favorable than, the offer to the members; and
(e) the directors shall not be required to make such an offer to a
member who has waived in writing his right to receive such offer and, while the
Company is a reporting company, such pro rata offering need not be made.
3.4
The Company may at any time, subject to the Company Act, pay a commission or
allow a discount to any person in consideration of his subscribing or agreeing
to subscribe, or procuring or agreeing to procure subscriptions, whether
absolutely or conditionally, for any shares of the Company, which commission or
discount, except where the Company is a specially limited company, shall not, in
the aggregate exceed twenty-five percent (25%) of the subscription price. Where
the Company is a specially limited company, such discount or commission shall
not exceed ninety-five percent (95%) of the subscription price or the par value,
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whichever is the greater. The company may also pay such brokerage as may be
lawful.
3.5
The Company may pay such brokerage fee or other consideration as may be lawful
for or in connection with the sale or placement of its securities.
3.6
Except as provided for by the Company Act, no share may be issued until it is
fully paid by the receipt by the Company of the full consideration therefor in
cash, property or past services actually performed for the Company. The document
evidencing indebtedness of the person to whom the shares are allotted is not
property for the purpose of this Article. The value of property and services for
the purpose of this Article shall be the fair market value thereof as determined
by the directors by resolution.
3.7
The directors may determine the price or consideration at or for which shares
without par value may be issued.
3.8
The Company may, subject to the Company Act, issue share purchase warrants upon
such terms and conditions as the directors shall determine, which share purchase
warrants may be issued alone or in conjunction with debentures, debenture stock,
bonds, shares or any other security issued or created by the Company from time
to time.
PART 4 - SHARE TRANSFERS
4.1
Subject to the restrictions, if any, set forth in these Articles, (see Part 24),
any member may transfer his shares by instrument in writing executed by or on
behalf of such member and delivered to the Company or its transfer agent. The
instrument of transfer of any share of the Company shall be in the form, if any,
on the back of the Company's form of share certificates, and in any form which
the directors may approve. If the directors so require, each instrument of
transfer shall be in respect of only one class of share.
4.2
Every instrument of transfer shall be executed by the transferor and left at the
registered office of the Company or at the office of its transfer agent or
registrar for registration together with the share certificate for the shares to
be transferred and such other evidence, if any, as the directors or the transfer
agent or registrar may require to prove the title of the transferor or his right
to transfer the shares. All instruments of transfer where the transfer is
registered shall be retained by the Company or its transfer agent or registrar
and any instrument of transfer, where the transfer is not registered, shall be
returned to the person depositing the same together with the share certificate
which accompanied the same when tendered for registration. The transferor shall
remain the holder of the share until the name of the transferee is entered on
the register in respect of that share.
4.3
The signature of the registered owner of any shares, or of his duly authorized
attorney, upon the instrument of transfer constitutes an authority to the
Company to register the shares specified in the instrument of transfer in the
name of the person named in that instrument of transfer as transferee or, if no
person is so named, then in any name designated in writing by the person
depositing the share certificate and the instrument of transfer with the Company
or its agents.
4.4
The Company, and its directors, officers and agents are not bound to enquire
into any title of the transferee of any shares to be transferred, and are not
liable to the registered or any intermediate owner of those shares, for
registering the transfer.
4.5
There shall be paid to the Company in respect of the registration of any
transfer a sum, not exceeding that permitted by the Company Act, as the
Directors deem fit.
4.6
The Company may appoint one or more trust Companies as its transfer agent or
registrar for the purpose of issuing, countersigning, registering, transferring
and certifying the shares and share certificates of the Company and the Company
may cause to be kept one or more branch registers of members at such places
within or without British Columbia. The directors may from time to time by
resolution, regulations or otherwise make such provisions as they think fit
respecting the keeping of such registers or branch registers.
PART 5 - TRANSMISSION OF SHARES
5.1
In case of the death of a member, not being one of several joint holders, the
representative as set out in the Company Act of the deceased shall be the only
person recognized by the Company as having any title to the shares registered in
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the name of such member, and in the case of death of any one or more of the
joint registered holders of any share, the survivor or survivors shall be the
only person or persons recognized by the Company as having any title to or
interest in such share, but nothing herein contained shall release the estate of
a deceased joint holder from any liability in respect of any share that had been
jointly held by him with other persons.
5.2
A member's guardian, committee, trustee, curator, tutor, personal representative
or Trustee in bankruptcy who becomes entitled to a share as a result of the
death or bankruptcy of any member shall, upon production to the registered
office of the Company of such documents as may be required by the Company Act be
registered as holder of the share to which he is so entitled.
5.3
Any person who becomes entitled to a share by operation of statute or as a
result of an order of a court of competent jurisdiction, shall, upon production
of such evidence as is required by the Company Act, be registered as holder of
such share.
PART 6 - ALTERATION OF CAPITAL
6.1
The Company may, by ordinary resolution filed with the Registrar, amend its
memorandum to increase the share capital of the Company by:
(a) creating shares with par value or shares without par value, or both;
(b) increasing the number of shares with par value or shares without par
value, or both;
(c) increasing the par value of a class of shares with par value, if no
shares of that class are issued.
6.2
The directors may, by resolution, increase the consideration at or for which
shares without nominal or par value may be issued.
6.3
Except as otherwise provided by conditions imposed at the time of creation of
any new shares or by these Articles, any addition to the authorized capital
resulting from the creation of new shares shall be subject to the provisions of
these Articles.
6.4
Unless these Articles elsewhere specifically otherwise provide, the provisions
of these Articles relating to general meetings shall apply, with the necessary
changes and so far as they are applicable, to a class meeting of members holding
a particular class of shares. A quorum for a class meeting of members shall be
one person holding shares of that class present in person at the commencement of
the meeting and representing in person or by proxy not less than one-third of
the class of shares affected, and one person, if he is a quorum, may constitute
a class meeting.
PART 7 - PURCHASE OF SHARES
7.1
Subject to the special rights and restrictions attached to any class of shares,
the Company may, by a resolution of the directors and in compliance with the
Company Act, purchase any of its shares at the price and upon the terms
specified in such resolution or redeem any class or series of its shares in
accordance with the special rights and restrictions attaching thereto. No such
purchase or redemption shall be made if the Company is insolvent at the time of
the proposed purchase or redemption or if the proposed purchase or redemption
would render the Company insolvent. Unless the shares are to be purchased
through a stock exchange or unless the Company is purchasing the shares from
dissenting members pursuant to the requirements of the Company Act, the Company
shall make its offer to purchase pro rata to every member who holds shares of
the class to be purchased, unless the purchase is of such a nature that the
Company Act exempts such purchase from the requirement of making the offer to
purchase pro rata to every member who holds shares of the class or series to be
purchased.
7.2
If the company proposes at its option to redeem some but not all of the shares
of any class or series, the directors may, subject to the special rights and
restrictions attached to such class or series, decide the manner in which the
shares to be redeemed shall be selected.
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7.3
Subject to the provisions of the Company Act, any shares purchased or redeemed
by the Company may be sold or issued by it, but, while such shares are held by
the Company, it shall not exercise any vote in respect of these shares and no
dividend shall be paid thereon.
PART 8 - BORROWING POWERS
8.1
The directors may from time to time at their discretion authorize the Company to
borrow any sum of money for the purposes of the Company and may raise or secure
the repayment of that sum in such manner and upon such terms and conditions, in
all respects, as they think fit, and in particular, and without limiting the
generality of the foregoing, by the issue of bonds or debentures, or any
mortgage or charge, whether specific or floating, or other security on the
undertaking or the whole or any part of the property of the Company, both
present and future.
8.2
The directors may make any debentures, bonds or other debt obligations issued by
the Company by their terms, assignable free from any equities between the
Company and the person to whom they may be issued, or any other person who
lawfully acquires the same by assignment, purchase, or otherwise, howsoever.
8.3
The directors may authorize the issue of any debentures, bonds or other debt
obligations of the Company at a discount, premium or otherwise, and with special
or other rights or privileges as to redemption, surrender, drawings, allotment
of or conversion into or exchange for shares, attending at general meetings of
the Company and otherwise as the directors may determine at or before the time
of issue.
8.4
The Company shall keep or cause to be kept in accordance with the Company Act:
(a) a register of its debentures and debt obligations, and
(b) a register of the holders of its bonds, debentures and other debt
obligations,
and subject to the provisions, the Company Act may keep or cause to be kept one
or more branch registers of the holders of its bonds, debentures, or other debt
obligations within or without the Province of British Columbia as the directors
may from time to time determine and the directors may by resolution, regulations
or otherwise make such provisions as they think fit respecting the keeping of
such branch registers.
8.5
If the directors so authorize, or if any instrument under which any bonds,
debentures or other debt obligations of the Company are issued so provides, any
bonds, debentures and other debt obligations of the Company, instead of being
manually signed by the directors or officers authorized in that behalf, may have
the facsimile signatures of such directors or officers printed or otherwise
mechanically reproduced thereon and in either case, shall be as valid as if
signed manually, but no such bond, debenture or other debt obligation shall be
issued unless it is manually signed, counter-signed or certified by or on behalf
of a trust company or other transfer agent or registrar duly authorized by the
directors or the instrument under which such bonds, debentures or other debt
obligations are issued so to do. Notwithstanding that any persons whose
facsimile signature is so used shall have ceased to hold the office that he is
stated on such bond, debenture or other debt obligation to hold at the date of
the actual issue thereof, the bond, debenture or other debt obligation shall be
valid and binding on the Company.
8.6
Unless the conditions of issue of a debenture otherwise provide, the Company
shall, within one month after the allotment of and payment for any debenture,
have available for delivery the debenture so allotted and paid for. The Company
shall, within one month after the delivery to it of an instrument of transfer of
a debenture, have available for delivery the debenture transferred. If the
directors of the Company refuse to register a transfer of a debenture, a notice
of such refusal shall be sent to the prospective transferee within one month
after the date on which the instrument of transfer was delivered to the Company.
PART 9 - GENERAL MEETINGS
9.1
Subject to Article 9.2 and to the Company Act, the first annual general meeting
shall be held within 15 months from the date of incorporation and thereafter an
annual general meeting shall be held once in every calendar year at such time,
not being more than 13 months after the holding of the past preceding annual
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general meeting, and place as the directors shall appoint. In default of the
meeting being so held, the meeting shall be held in the month next following and
may be called by any two members in the same manner as nearly as possible as
that in which meetings are to be called by the directors.
9.2
If the Company is not a reporting company and if all members entitled to attend
and vote at the annual general meeting of the Company consent in writing each
year to the business required to be transacted at the annual general meeting,
that business shall be as valid as if transacted at an annual general meeting
duly convened and held and, it is not necessary for the Company to hold an
annual general meeting that year.
9.3
Every general meeting, other than an annual general meeting, shall be called an
extraordinary general meeting.
9.4
The directors may, whenever they think fit, and they shall, promptly on the
receipt of a requisition of a member or members of the Company representing not
less than one-twentieth of such of the issued shares in the capital of the
Company as at the date of the requisition carry the right of voting in all
circumstances at general meetings, call an extraordinary general meeting of the
Company.
9.5
Any such requisition, and the meeting to be called pursuant thereto, shall
comply with the provisions of the Company Act.
9.6
Not less than 21 days' notice of any general meeting specifying the time and
place of meeting and in case of special business, the general nature of that
business shall be given in the manner mentioned in Article 21, or in such other
manner, if any, as may be prescribed by ordinary resolution whether previous
notice thereof has been given or not, to any person as may by law or under these
Articles or other regulations of the Company entitled to receive such notice
from the Company. But the accidental omission to give notice of any meeting to,
or the non-receipt of any such notice by, any of such persons shall not
invalidate any proceedings at that meeting.
9.7
All the members of the Company entitled to attend at a general meeting may, by
unanimous consent in writing given before, during or after the meeting, or, if
they are present at the meeting by a unanimous vote, waive or reduce the period
of notice of such meeting, and an entry in the minute book of such waiver or
reduction shall be sufficient evidence of the due convening of the meeting. The
directors may, for the purpose of determining members entitled to notice of, or
to vote at, any general meeting or class meeting fix in advance a date as the
record date, which date shall not be more than 49 days before the date of the
meeting. Where no such record date is fixed, it shall be deemed to be the date
on which the notice calling the general meeting or class meeting is mailed for
the purpose of determining those members entitled to notice and to vote at such
meeting.
9.8
Where any special business includes the presenting, considering, approving,
ratifying or authorizing of the execution of any document, then the portion of
any notice relating to such document shall be sufficient if the same states that
a copy of the document or proposed document is or will be available for
inspection by members at a place in the Province of British Columbia specified
in such notice during business hours in any specified working day or days prior
to the date of the meeting.
PART 10 - PROCEEDINGS AT GENERAL MEETINGS
10.1
The following business at a general meeting shall be deemed to be special
business:
(a) all business at an extraordinary general meeting, and
(b) all business that is transacted at an annual general meeting, with
the exception of the consideration of the financial statement and the report of
the directors and auditors, the election of directors, the appointment of the
auditors and such other business as, under these Articles, ought to be
transacted at an annual general meeting, or any business which is brought under
consideration by the report of the directors.
10.2
Save as otherwise herein provided a quorum for a general meeting shall be:
(a) two members or proxyholders representing two members; or
(b) one member and a proxyholder representing another member
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personally present at the commencement of the meeting and holding or
representing by proxy not less than one-twentieth of the issued shares of a
class of shares the holders of which are entitled to attend and to vote at such
meeting. Where the Company has only one member, the quorum shall be that member
or his proxyholder.
10.3
No business, other than the election of a chairman and the adjournment of the
meeting shall be transacted at any general meeting unless the quorum requisite
is present at the commencement of the meeting, but such quorum need not be
present throughout the meeting.
10.4
If within one-half hour from the time appointed for a meeting, a quorum is not
present, the meeting, if convened by requisition of the members, shall be
dissolved; but in any other case it shall stand adjourned to the same day in the
next week at the same time and place. If at such adjourned meeting a quorum is
not present within one-half hour from the time appointed, the person or persons
present and being or representing by proxy, a member or members entitled to
attend and vote at the meeting shall constitute a quorum.
10.5
The Chairman of the Board, if any, or in his absence the President of the
Company shall be entitled to preside as chairman at every general meeting of the
Company.
10.6
If at any meeting neither the Chairman of the Board, if any, nor the President
is present within fifteen minutes after the time appointed for holding the
meeting or is willing to act as chairman, the directors present shall choose
some one of their number to be chairman. If no director be present or if all the
directors present decline to take the chair or shall fail to so choose, the
members present shall choose one of their number to be chairman.
10.7
The chairman of the meeting may, with the consent of any meeting at which a
quorum is present and shall if so directed by the meeting, adjourn the meeting
from time to time and from place to place, but no business shall be transacted
at any adjourned meeting other than the business left unfinished at the meeting
from which the adjournment
took place. When a meeting is adjourned for 30 days or more, notice of the
adjourned meeting shall be given as in the case of a general meeting. Save as
aforesaid, it shall not be necessary to give any notice of an adjournment or of
the business to be transacted at an adjourned meeting.
10.8
Subject to the provisions of the Company Act, every question submitted to a
general meeting shall be decided on a show of hands unless a poll is, before or
on the declaration of the result of the show of hands, directed by the chairman
or demanded by a member entitled to vote who is present in person or by proxy,
and the chairman shall declare to the meeting the decision on every question in
accordance with the result of the show of hands or the poll, and such decision
shall be entered in the book of proceedings of the Company. A declaration by the
chairman that a resolution has been carried or carried unanimously or by a
particular majority, or lost or not carried by a particular majority, and an
entry to that effect in the book containing the minutes of the proceedings of
the Company shall be conclusive evidence of the fact without proof of the number
or proportion of the votes recorded in favour of or against such resolution.
10.9
No resolution proposed at a meeting need be seconded and the chairman of any
meeting shall be entitled to move or second a resolution.
10.10
In case of an equality of votes upon a resolution the chairman shall not, either
on a show of hands or on a poll, have a casting or second vote in addition to
the vote or votes to which he may be entitled as a member.
10.11
Subject to the provisions of Article 10.13, if a poll is duly demanded as
aforesaid, it shall be taken in such manner and at such time within seven days
from the date of the meeting and place as the chairman of the meeting directs,
and either at once or after an interval or adjournment not exceeding seven days,
and the result of the poll shall be deemed to be the resolution of the meeting
at which the poll is demanded. A demand for a poll may be withdrawn. In the case
of any dispute as to the admission or rejection of a vote, the chairman shall
determine the same and such determination made in good faith shall be final and
conclusive.
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10.12
A member entitled to more than one vote need not, if he votes, use all his votes
or cast all the votes he uses in the same way.
10.13
No poll may be demanded on the election of a chairman of a meeting and a poll
demanded on a question of adjournment shall be taken at the meeting without
adjournment.
10.14
The demand of a poll shall not prevent the continuance of a meeting for the
transaction of any business other than the question on which a poll has been
demanded.
10.15
Every ballot cast upon a poll and every proxy appointing a proxyholder who cast
a ballot upon a poll shall be retained by the Secretary for the period and be
subject to the inspection as the Company Act may provide.
PART 11 - VOTES OF MEMBERS
11.1
Subject to any special rights or restrictions for the time being attached to any
shares, on a show of hands every member present in person shall have one vote,
and on a poll every member, present in person or by proxy, shall have one vote
for each share which is registered in his name.
11.2
Any person who is not registered as a member but is entitled to vote at any
general meeting in respect of a share, may vote the share in the same manner as
if he were a member; but, unless the directors have previously admitted his
right to vote at that meeting in respect of the share, he shall satisfy the
directors of his right to vote the share before the time for holding the
meeting, or adjourned meeting, as the case may be, at which he proposes to vote.
11.3
Where there are joint members registered in respect of any share, any one of the
joint members may vote at any meeting, either personally or by proxy, in respect
of the share as if he were solely entitled to it. If more than one of the joint
members is present at any meeting, personally or by proxy, the joint member
present whose name stands first on the register in respect of the share shall
alone be entitled to vote in respect of that share. Several executors or
administrators of a deceased member in whose sole name any share stands shall,
for the purpose of this Article, be deemed joint members.
11.4
A corporation, not being a subsidiary of the Company, that is a member may vote
by its proxyholder or by its duly authorized representative. Such proxyholder or
duly authorized representative is entitled to speak, vote, and in all other
respects exercise the rights of a member and shall be deemed to be a member for
all purposes in connection with any general meeting of the Company. Where the
member is a subsidiary of the Company, the member shall not form part of the
quorum, or vote or permit to be voted any shares of the Company registered in
its name at a general meeting of members of the Company.
11.5
A member for whom a committee has been duly appointed may vote, whether on a
show of hands or on a poll, by his committee and his committee may appoint a
proxyholder.
11.6
A member holding more than one share in respect of which he is entitled to vote
shall be entitled to appoint one or more proxyholders to attend, act and vote
for him on the same occasion. If such a member should appoint more than one
proxyholder for the same occasion, he shall specify the number of shares each
proxyholder shall be entitled to vote.
11.7
A proxy or an instrument appointing a duly authorized representative of a
corporation shall be in writing, under the hand of the appointor or of his
attorney duly authorized in writing, or, if such appointor is a corporation,
either under its seal or under the hand of an officer or attorney duly
authorized.
11.8
A proxyholder need not be a member of the Company if:
(a) the Company is at the time a reporting company, or
(b) the member appointing the proxyholder is a corporation, or
(c) the Company shall have at the time only one member, or
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(d) the persons present in person or by proxy and entitled to vote at
the meeting by resolution permit the proxyholder to attend and vote; for the
purpose of such resolution the proxyholder shall be counted in the quorum but
shall not be entitled to vote,
and in all other cases a proxyholder must be a member of the Company.
11.9
A proxy and the power of attorney or other authority, if any, under which it is
signed or a notarially certified copy thereof shall be deposited at the
registered office of the Company or at such other place as is specified for that
purpose in the notice calling the meeting, not less than 48 hours before the
time for holding the meeting at which the person named in the proxy proposes to
vote, or shall be deposited with the chairman of the meeting prior to the
commencement thereof. In addition to any other method of depositing proxies
provided for in these Articles, the directors may from time to time make
regulations permitting the lodgings of proxies appointing proxyholders at some
place or places other than the place at which a meeting or adjourned meeting of
members is to be held and for particulars of such proxies to be cabled or
telegraphed or sent in writing before the meeting or adjourned meeting to the
Company or any agent of the Company for the purpose of receiving such
particulars and providing that proxies appointing a proxyholder so lodged may be
voted upon as though the proxies themselves were produced to the chairman of the
meeting or adjourned meeting as required by this part and votes given in
accordance with such regulations shall be valid and shall be counted.
11.10
A vote given in accordance with the terms of a proxy shall be valid
notwithstanding the previous death or insanity of the member or revocation of
the proxy or of the authority under which the proxy was executed, or the
transfer of the share in respect of which the proxy is given, provided no prior
notice in writing of the death, insanity, revocation or transfer as aforesaid
shall have been received at the registered office of the Company or by the
chairman of the meeting or adjourned meeting at which the vote was given.
11.11
Unless, in the circumstances, the Company Act requires any other form of proxy,
a proxy appointing a proxyholder, whether for a specified meeting or otherwise,
shall be in the form following, or in any other form that the directors shall
approve:
(Name of Company)
The undersigned hereby appoints
(or failing him
of ), as pro holder for the undersigned to attend at
and vote for and on behalf of the undersigned at the general meeting of the
Company to be held on the ______ day of ________, 20 ___ and at any
adjournment of that meeting.
Signed this ____ day of _________, 20___.
(Signature of Member)
PART 12 - DIRECTORS
12.1
The management of the business of the company shall be vested in the directors
and the directors may exercise all such powers and do all such acts and things
as the Company is, by its Memorandum or otherwise, authorized to exercise and
do, and which are not by these Articles or by statute or otherwise lawfully
directed or required to be exercised or done by the Company in general meeting,
but subject nevertheless to the provisions of all laws affecting the Company and
of these Articles and to any regulations not being inconsistent with these
Articles which shall from time to time be made by the Company in general
meeting; but no regulation made by the Company in general meeting shall
invalidate any prior act of the directors that would have been valid if that
regulation had not been made.
12.2
The subscriber(s) to the Memorandum are the first directors. The directors to
succeed the first directors and the number of directors may be determined in
writing by a majority of the subscribers to the Memorandum. The number of
directors may be changed from time to time by ordinary resolution, whether
previous notice thereof has been given or not, but shall never be less than one
while the Company is not a reporting company and three while the Company is a
reporting company.
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12.3
A director shall not be required to have any share qualification but any person
not being a member of the Company who becomes a director shall be deemed to have
agreed to be bound by the provisions of the Articles to the same extent as if he
were a member of the Company.
12.4
The remuneration of the directors as such may from time to time be determined by
the members, unless by ordinary resolution the directors are authorized to
determine their remuneration. Such remuneration is to be in addition to any
salary or other remuneration paid to any officer or employee of the Company as
such, who is also a director. The directors shall be repaid such reasonable
expenses as they may incur in and about the business of the Company and if any
director shall perform any professional or other services for the Company that
in the opinion of the directors are outside the ordinary duties of a director or
shall otherwise be specifically occupied in or about the Company's business, he
may be paid a remuneration to be fixed by the Board, or, at the option of such
director, by the Company in general meeting, and such remuneration may be either
in addition to, or in substitution for, any other remuneration that he may be
entitled to receive, and the same shall be charged as part of the ordinary
working expenses. Unless otherwise determined by ordinary resolution, the
directors on behalf of the Company may pay a gratuity or pension or allowance on
retirement to any director who has held any salaried office or place of profit
with the Company or to his spouse or dependants and may make contributions to
any fund and pay premiums for the purchase or provision of any such gratuity,
pension or allowance.
12.5
The directors may from time to time and at any time by power of attorney appoint
any company, firm or person or body of persons, whether nominated directly or
indirectly by the directors, to be the attorney or attorneys of the Company for
such purposes and with such powers, authorities and discretions, not exceeding
those vested in or exercisable by the directors under these Articles, and for
such period and subject to such conditions as they may think fit, and any such
powers of attorney may contain such provisions for the protection and
convenience of persons dealing with any such attorney as the directors may think
fit and may also authorize any such attorney to delegate all or any of the
powers, authorities and discretions vested in him.
12.6
A director who is in any way, whether directly or indirectly, interested in a
contract or proposed contract or arrangement with the Company shall declare the
nature of his interest at a meeting of the directors in accordance with the
provisions of the Company Act. A director shall not vote in respect of any such
contract or transaction with the Company in which he is interested and if he
shall do so his vote shall not be counted, but he may be counted in the quorum
present at the meeting at which such vote is taken. Subject to the Company Act,
the foregoing shall not apply to:
(a) any contract or transaction relating to a loan to the company,
which a director or a specified corporation or a specified firm in which he has
an interest has guaranteed or joined in guaranteeing the repayment of the loan
or any part of the loan, or
(b) any contract or transaction made or to be made with, or for the
benefit of an affiliated corporation of which a director is a director or
officer, or
(c) determining the remuneration of the directors, or
(d) purchasing and maintaining insurance to cover directors against
liability incurred by them as directors, or
(e) the indemnification of any director by the Company.
Subject to the Company Act, the foregoing prohibitions and exceptions thereto
may from time to time be suspended or amended to any extent by ordinary
resolution, either generally or in respect of any particular contract,
arrangement or transaction or for any particular period.
12.7
A director may hold any office or place of profit under the Company, other than
auditor, in conjunction with his office of director for such period and on such
period and on such terms, as to remuneration or otherwise, as the directors may
determine. Subject to compliance with the Company Act, no director or intended
director shall be disqualified by his office from contracting with the office or
place of profit or as vendor, purchaser or otherwise, and, subject to compliance
with the Company Act, no contract or transaction entered into by or on behalf of
the Company in which a director is in any way interested shall be liable to be
avoided.
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12.8
Any director may act by himself or his firm in a professional capacity for the
Company, and he or his firm shall be entitled to remuneration for professional
services as if he were not a director.
12.9
A director may be or become a director or other officer or employee of, or
otherwise interested in, any corporation or firm in which the Company may be
interested as a shareholder or otherwise, and, subject to compliance with the
provisions of the Company Act, such director shall not be accountable to the
Company for any remuneration or other benefits received by him as director,
officer or employee of, or from his interest in, such other corporation or firm,
unless the Company in general meeting otherwise directs.
12.10
Any director may, from time to time, appoint any person who is approved by
resolution of the directors to be his alternate director. The appointee, while
he holds office as an alternate director, shall be entitled to notice of
meetings of the directors and, in the absence of the director for whom he is an
alternate, to attend and vote thereat as a director or sign any resolution of
directors to be consented to in writing, and shall not be entitled to be
remunerated otherwise than out of the remuneration of the director appointing
him. Any director may make or revoke an appointment of his alternate director by
notice in writing or by telegram or cable to be delivered or addressed, postage
or other charges prepaid, to the registered office of the Company. The directors
may by resolution revoke any appointment of an alternate director, any such
revocation to become effective upon notice thereof having been given to the
director who made the appointment. No person shall act as an alternate for more
than one director at any given time and no director may act as an alternate for
any other director.
PART 13 - TERMINATION OF DIRECTORSHIP OF DIRECTORS
13.1
The directorship of a director shall be immediately terminated:
(a) if by notice in writing to the Company at its registered office he
resigns;
(b) if he is removed pursuant to Article 14.2;
(c) if convicted within or without the Province of an indictable
offence and the other directors resolve to remove him; or
(d) if he ceases to be qualified to act as a director under the Company
Act.
PART 14 - RETIREMENT AND ELECTION OF DIRECTORS
14.1
At each annual general meeting of the Company all the directors shall retire and
the Company shall elect a Board of Directors consisting of the number of
directors for the time being fixed pursuant to these Articles. If in any
calendar year the Company does not hold an annual general meeting, the directors
appointed at the last annual general meeting of the Company shall be deemed to
have been elected or appointed as directors on the last day on which the meeting
could have been held pursuant to the Company Act and the directors so appointed
or elected may hold office until other directors are appointed or elected or
until the day on which the next annual general meeting is held.
14.2
The Company may by special resolution remove any director and, by ordinary
resolution, appoint another person in his stead. Any director so appointed shall
hold office only until the next following annual general meeting of the Company,
but shall be eligible for re-election at such meeting.
14.3
The directors shall have power at any time and from time to time to appoint any
person as a director, to fill a casual vacancy on the Board or a vacancy
resulting from an increase of the number of directors necessitated by the
Company Act upon the Company becoming a reporting company. Any director so
appointed shall hold office only until the next following annual general meeting
of the Company, but shall be eligible for re-election at such meeting.
PART 15 - PROCEEDINGS OF DIRECTORS
15.1
The directors may meet together at such places as they think fit for the
dispatch of business, adjourn and otherwise regulate their meetings and
proceedings, as they see fit. The directors may from time to time fix the quorum
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necessary for the transaction of business and unless so fixed such quorum shall
be a majority of the Board. The Chairman of the Board, if any, or in his absence
the President of the Company, shall be chairman of all meetings of the Board,
but if at any meeting neither the Chairman of the Board, if any, nor the
President shall be present within 15 minutes after the time appointed for
holding the same or if both the Chairman of the Board and the President, being
present decline to act, the directors present may choose some one of their
number to be chairman at such meeting. A director interested is to be counted in
a quorum notwithstanding his interest. In the event the Company is a one-man
company, a quorum shall consist of one.
15.2
A director may at any time, and the Secretary shall, upon the written request of
a director, call a meeting of the directors. Reasonable notice thereof
specifying the time and place of such meeting shall be mailed, postage prepaid,
addressed to each of the directors at his registered address before the time
fixed for the meeting or such notice may be given to each director either
personally or by leaving it at his usual business or residential address or by
telephone, telegram, telex or other method of transmitting visually recorded
messages. It shall not be necessary to give to any director notice of a meeting
of directors immediately following a general meeting at which such director has
been elected or notice of a meeting of directors at which such director shall
have been appointed. Accidental omission to give notice of a meeting of
directors to, or the non-receipt of notice by, any director, shall not
invalidate the proceedings at that meeting.
15.3
A meeting of the directors at which a quorum is present shall be competent to
exercise all or any of the authorities, power and discretion for the time being
vested in or exercisable by the directors.
15.4
The continuing directors may act notwithstanding any vacancy in their body, but,
if and so long as their number is reduced below the number fixed pursuant to
these Articles as the necessary quorum of directors, the continuing directors or
director may act for the purpose of filling vacancies increasing the number of
directors to that number, or for the purpose of summoning a general meeting of
the Company, but for no other purpose.
15.5
The directors may delegate any but not all of their powers to committees
consisting of such of the directors as they think fit. Any committee so formed
shall in the exercise of the powers so delegated conform to any regulations that
may from time to time be imposed on it by the directors, and shall keep regular
minutes of their transactions and shall cause such minutes to be recorded in
books kept for that purpose, and shall report the same to the Board of Directors
at such times as the Board shall require.
15.6
A committee may elect a chairman of its meetings; if no such chairman is
elected, or if at any meetings the chairman is not present within 15 minutes
after the time appointed for holding the same, the members present may choose
one of their number to be chairman of the meeting.
15.7
The members of a committee may meet and adjourn as they think proper. Questions
arising at any meeting shall be determined by a majority of votes of the members
present and in case of an equality of votes the chairman shall not have a second
or casting vote.
15.8
All acts done by any meeting of the directors or by a committee of directors or
by any person acting as a director shall, notwithstanding that it shall be
afterwards discovered that there was some defect in the appointment of any such
director or person acting as aforesaid, or that they or any of them were
disqualified, be as valid as if every such person had been duly appointed and
was qualified to be a director.
15.9
For the first meeting of the Board to be held immediately following the
appointment or election of a director or directors at an annual or general
meeting of shareholders or for a meeting of the Board at which a director is
appointed to fill a vacancy in the Board, no notice of such meetings shall be
necessary to the newly elected or appointed director or directors in order for
the meeting to be duly constituted, provided that a quorum of directors is
present.
15.10
Any director of the Company who may be absent either temporarily or permanently
from the Province of British Columbia may file at the office of the Company a
waiver of notice which may be by letter, telegram or cable of any meeting of the
directors and may at any time withdraw such waiver, and until such waiver is
withdrawn, no notice of meetings of directors shall be sent to such director,
and any and all meetings of the directors of the Company, notice of which shall
15
not have been given to such director, shall, provided a quorum of the directors
is present, be valid and binding upon the Company.
15.11
Questions arising at any meeting of the directors shall be decided by a majority
of votes. In case of an equality of votes, the Chairman shall not have a second
or casting vote.
15.12
A resolution consented to in writing, whether by document, telegram, telex or
any method of transmitting legibly recorded messages by all of the directors
shall be as valid and effectual as if it had been passed at a meeting of the
directors duly called and held. Such resolution may be in two or more
counterparts which together shall be deemed to constitute one resolution in
writing. Such resolution shall be filed with the minutes of the proceedings of
the directors and shall be effective on the dates stated therein or the latest
date stated on any counterparts.
15.13
A director may participate in a meeting of the Board or of any committee of the
directors through the use of conference telephones or other communication
facilities by means of which all directors participating in the meeting can hear
each other and provided that all such directors agree to such participation. A
director participating in a meeting in accordance with this Article shall be
deemed to be present at the meeting and to have so agreed and shall be counted
in the quorum therefore and be entitled to speak and vote thereat.
PART 16 - OFFICERS
16.1
The Board of Directors shall from time to time appoint a President and a
Secretary and may appoint such other officers of the Company as it may
determine, none of whom, save the Chairman of the Board, if any, and the
President, need be directors. Such officers shall be qualified pursuant to the
Company Act to hold office. One person may hold more than one of such offices
except that the offices of President and Secretary must be held by different
persons unless the Company has only one member.
16.2
All appointments of officers shall be made upon such terms and conditions and at
such remuneration, whether by way of salary, fee, commission, participation in
profits, or otherwise, as the directors may determine, and every such
appointment shall be subject to termination at the pleasure of the directors
unless otherwise fixed by contract.
16.3
Every officer of the Company who holds any office or possesses any property
whereby, whether directly or indirectly, duties or interests might be created in
conflict with his duties or interests as an officer of the Company shall, in
writing, disclose to the President the fact and nature, character and extent of
the conflict.
16.4
The Secretary of the Company shall:
(a) keep or cause to be kept the records of the Company in accordance
with the provisions of the Company Act;
(b) make or cause to be made all required filings with the Registrar of
Companies for the Province of British Columbia, including the filing within 14
days of being passed, a certified copy of every resolution which by the Company
Act does not take effect until such filing has been made; and
(c) perform such other duties as may be assigned to the office.
PART 17 - MINUTES, DOCUMENTS AND RECORDS
17.1
The directors shall cause minutes to be duly entered in books provided for the
purposes:
(a) of all appointments of officers;
(b) of the names of the directors or their alternates present at each
meeting of directors and of any committee of directors;
(c) of all orders made by the directors or committees of directors;
(d) of all resolutions and proceedings of general meetings of the
Company and of all meetings of the directors and of committees of directors;
(e) of all waivers signed or resolutions passed by consent being given
thereto in writing.
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17.2
The directors shall cause the Company to keep at its records office or at such
other place as the Company Act may permit, the documents, copy documents,
registers, minutes, and records which the Company is required by the Company Act
to keep at its records office or such other place.
PART 18 - EXECUTION OF DOCUMENTS
18.1
The directors may provide a common seal for the company and for its use and the
directors shall have power from time to time to destroy the same and substitute
a new seal in place thereof.
18.2
Subject to the provisions of the Company Act, the directors may provide for use
in any other Province, Territory, State or Country an official seal, which shall
have on its face the name of the Province, Territory, State or Country where it
is to be used.
18.3
If the Company has a common seal, the directors shall provide for its safe
custody and it shall not be impressed on any instrument except when such
impression is attested by the signature or signatures of:
(a) the President, a Vice-President or director, together with the
Secretary or an Assistant Secretary; or
(b) any two directors; or
(c) such one or more directors or officers as may be prescribed from
time to time by resolution of the directors; or
(d) where the company has but one director, that director or the
Secretary or an Assistant Secretary.
18.4
The signature of any officer of the Company may, if authorized by the directors,
be printed, lithographed, engraved or otherwise mechanically reproduced upon all
instruments executed or issued by the Company or any officer thereof; and any
instrument on which the signature of any such person is so reproduced shall be
deemed to have been manually signed by such person whose signature is so
reproduced and shall be as valid to all intents and purposes as if such
instrument had been signed manually, and notwithstanding that the person whose
signature is so reproduced may have ceased to hold office at the date of the
delivery or issue of such instrument. The term "instrument" as used in this
Article shall include deeds, mortgages, hypothecs, charges, conveyances,
transfers and assignments of property, real or personal, agreements releases,
receipts and discharges for the payment of money or other obligations,
certificates of the Company's shares, share warrants of the Company, bonds,
debentures and other debt obligations of the Company, and all paper writings.
PART 19 - DIVIDENDS
19.1
The directors may declare dividends and fix the date of record therefore and the
date for payment thereof. No notice need be given of the declaration of any
dividend. If no date of record is fixed, the date of record shall be deemed to
be the same date as the date the dividend is declared. No dividend shall be paid
otherwise than out of funds and/or assets properly available for the payment of
dividends and a declaration by the directors as to the sufficiency of such funds
and/or assets available for dividends shall be conclusive.
19.2
Subject to the terms of shares with special rights or restrictions, all
dividends shall be declared according to the number of shares held.
19.3
No dividend shall bear interest against the Company. Where the dividend to which
a member is entitled includes a fraction of a cent, such fraction shall be
disregarded in making payment thereof and such payment shall be deemed to be
payment in full.
19.4
The directors may direct payment of any dividend wholly or partly by the
distribution of specific assets or of paid-up shares, bonds, debentures or other
debt obligations of the Company, or in any one or more of these ways, and, where
any difficulty arises in regard to the distribution, the directors may settle
the same as they think expedient, and in particular may fix the value for
distribution of specific assets, and may determine that cash payments shall be
made to a member upon the basis of the value so fixed in place of fractional
shares, bonds, debentures or other debt obligations in order to adjust the
17
rights of all parties, and may vest any of those specific assets in trustees
upon such trusts for the persons entitled as may seem expedient to the
directors.
19.5
Notwithstanding anything contained in these Articles, the directors may from
time to time capitalize any undistributed surplus on hand of the Company and may
from time to time issue as fully paid and non-assessable any unissued shares or
any bonds, debentures or other debt obligations of the Company as a dividend
representing such undistributed surplus on hand or any part thereof.
19.6
Any dividend, interest or other monies payable in cash in respect of shares may
be paid by cheque or warrant sent through the post directed to the registered
address of the holder, or, in the case of joint holders, to the registered
address of that one of the joint holders who is first named on the register or
to such person and to such address as the holder or joint holders may in writing
direct. Every such cheque or warrant shall be made payable to the order of the
person to whom it is sent. Any one of two or more joint holders may give
effectual receipts for any dividends, bonuses or other monies payable in respect
of the shares held by them as joint holders, and the Company is not bound to see
to the execution of any trust in respect of shares of the Company. The mailing
of such cheque or warrant shall, to the extent of the sum represented thereby
(plus the amount of any tax required by law to be deducted) discharge all
liability for the dividend, unless such cheque or warrant shall not be paid on
presentation or the amount of tax so deducted is not paid to the appropriate
taxing authority.
19.7
No dividend shall be paid if:
(a) the Company is insolvent; or
(b) the payment of the dividend would render the Company insolvent; or
(c) the Company has outstanding shares containing rights which provide
that those shares shall be redeemed or purchased on or before a certain date and
provision has not been made for a capital redemption fund in compliance with the
Company Act.
19.8
A transfer of a share shall not pass the right to any dividend declared thereon
before the registration of the transfer in the register.
19.9
Notwithstanding any other provisions of these Articles should any dividend
result in any shareholders being entitled to a fractional part of a share of the
Company, the directors shall have the right to pay such shareholders in place of
that fractional share, the cash equivalent thereof calculated on the par value
thereof or, in the case of shares without nominal or par value, calculated on
the price or consideration for which such shares were or were deemed to be
issued, and shall have the further right and complete discretion to carry out
such distribution and to adjust the rights of the shareholders with respect
thereto on as practical and equitable a basis as possible including the right to
arrange through a fiscal agent or otherwise for the sale, consolidation or other
disposition of those fractional shares on behalf of those shareholders of the
Company.
19.10
The directors may, before declaring any dividend, set aside out of the profits
of the Company such sums as they think proper as appropriations from income,
which shall at the discretion of the directors, be applicable for meeting
contingencies, or for equalizing dividends, or for any other purpose to which
the profits of the company may be properly applied, and pending such application
may, either be employed in the business of the Company or be invested in such
investments as the directors in their discretion may from time to time
determine.
PART 20 - ACCOUNTS
20.1
The directors shall cause records and books of accounts to be kept as necessary
to properly record the financial affairs and conditions of the Company and to
comply with the provisions of statutes applicable to the Company.
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20.2
The directors shall determine the place at which the accounting records of the
Company shall be kept and those records shall be open to the inspection of any
director during the normal business hours of the Company.
20.3
The directors shall determine to what extent, at what times and places and under
what conditions the accounting records of the Company shall be open to the
inspection of members.
PART 21 - NOTICES
21.1
In this Part 21, unless the context otherwise requires, the word notice shall
include a notice, statement, report or any other document.
21.2
In addition to any other method of giving notice as set out in the Company Act,
or as otherwise set out in these Articles, a notice may be given or delivered to
any member or director, either personally or by sending it by post to him in a
letter, envelope or wrapper, postage prepaid, addressed to the member or
director at his registered address. A certificate signed by the Secretary or
other officer of the Company or of any other corporation acting in that behalf
for the Company that the letter, envelope or wrapper containing the notice,
statement or report was so addressed, prepaid and mailed shall be conclusive
evidence thereof.
21.3
A notice may be given by the Company to joint members in respect of a share
registered in their names by giving the notice to the joint member first named
in the register of members in respect of that share.
21.4
A notice may be given by the Company to the persons entitled to a share in
consequence of the death or bankruptcy of a member by sending it through the
post in a prepaid letter, envelope or wrapper addressed to them by name, or by
the title of representatives of the deceased, or trustee of the bankrupt, or by
any like description, at the address, if any, supplied for the purpose by the
persons claiming to be so entitled, or until that address has been so supplied,
by giving the notice in any manner in which the same might have been given if
the death or bankruptcy had not occurred.
21.5
Any notice or document sent by post to or left at the registered address of any
member shall, notwithstanding that member is then deceased and whether or not
the Company has notice of his death, be deemed to have been duly served in
respect of any registered shares, whether held solely or jointly with other
persons by that deceased member, until some other person is registered in his
place as the member or joint member in respect of those shares, and that service
shall for all purposes of these Articles be deemed a sufficient service of such
notice or document on his personal representatives and all persons, if any,
jointly interested with him in those shares.
21.6
Any notice sent by post shall be deemed to have been served on the day following
that on which the letter, envelope or wrapper containing that notice is posted,
and in proving service thereof it shall be sufficient to prove that the letter,
envelope or wrapper containing the notice was properly addressed and put in a
Canadian Government post office, postage prepaid.
21.7
If a number of days' notice or a notice extending over any other period is
required to be given, the day of service shall not, unless it is otherwise
provided in these Articles, be counted in the number of days or other period
required.
21.8
Notice of every general meeting shall be given in the manner authorized by these
Articles, to:
(a) every member holding a share or shares carrying the right to vote
at such meetings on the record date or, if no record date was established by the
directors, on the date of mailing;
(b) the personal representative of a deceased member;
(c) the trustee in bankruptcy of a bankrupt member; and
(d) the auditor of the Company, if any.
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PART 22 - INDEMNIFICATION AND PROTECTION OF DIRECTORS, OFFICERS, EMPLOYEES, AND
CERTAIN AGENTS
22.1
The Company shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or proceeding,
whether or not brought by the Company or by a corporation or other legal entity
or enterprise, officer, employee, or agent of the Company or is or was serving
at the request of the Company as a director, officer, employee or agent of
another corporation, a partnership, joint venture, trust or other enterprise,
against all costs, charges and expenses, including legal fees and any amount
paid to settle the action or proceeding or satisfy a judgment, if he acted
honestly and in good faith with a view to the best interests of the corporation
or other legal entity or enterprise as aforesaid of which he is or was a
director, officer, employee or agent, as the case may be, and exercised the
care, diligence and skill of a reasonably prudent person, and with respect to
any criminal or administrative action or proceeding, he had reasonable grounds
for believing that his conduct was lawful; provided that no one shall be
indemnified hereunder:
(a) if he has failed to carry out his duty to act in accordance with
the Company Act or any rule of law; and in any event,
(b) until court approval has been granted with respect to such
indemnification.
The determination of any action, suit or proceeding by judgment, order,
settlement, conviction or otherwise shall not, of itself, create a presumption
that the person did not act honestly and in good faith and in the best interests
of the Company and did not exercise the care, diligence and skill of a
reasonably prudent person and, with respect to any criminal action or
proceeding, did not have reasonable grounds to believe that his conduct was
lawful.
22.2
The Company shall indemnify any person other than a director in respect of any
loss, damage, costs or expenses whatsoever incurred by him while acting as an
officer, employee or agent for the Company unless such loss, damage, costs or
expenses shall arise out of failure to comply with instructions, wilful act or
default or fraud by such person in any of which events the Company shall only
indemnify such person if the directors, in their absolute discretion, so decide
or the Company by ordinary resolution shall so direct.
22.3
The indemnification provided by this Part shall not be deemed exclusive of any
other rights to which those seeking indemnification may be entitled under any
other Part, or any valid and lawful agreement, vote of members or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office, and shall continue as to a
person who has ceased to be a director, officer, employee or agent and shall
ensure to the benefit of the heirs, executors and administrators of such person.
The indemnification provided by this Article shall not be exclusive of any
powers, rights, agreements or undertakings which may be legally permissible or
authorized by or under any applicable law. Notwithstanding any other provisions
set forth in this Part, the indemnification authorized by this Part shall be
applicable only to the extent that any such indemnification shall not duplicate
indemnity or reimbursement which that person has received or shall receive
otherwise than under this Part.
22.4
The directors are authorized from time to time to cause the Company to give
indemnities to any director, officer, employee, agent or other person who has
undertaken or is about to undertake any liability on behalf of the Company or
any corporation controlled by it. The failure of a director or officer of the
Company to comply with the provisions of the Company Act, the Memorandum or
these Articles shall not invalidate any indemnity to which he is entitled under
this Part.
22.5
Subject to the Company Act, no director or officer or employee for the time
being of the Company shall be liable for the acts, receipts, neglects or
defaults of any other director or officer or employee, or for joining in any
receipt or act for conformity, or for any loss, damage or expense happening to
the Company through the insufficiency or deficiency of any security in or upon
which any of the monies of or belonging to the Company shall be invested or for
any loss or damages arising from the bankruptcy, insolvency, or tortious act of
any person, firm or corporation with whom or which any monies, securities or
effects shall be lodged or deposited or for any loss occasioned by any error of
judgment or oversight on his part or for any other loss, damage or misfortune
whatever which may happen in the execution of the duties of his respective
office or trust or in relation thereto unless the same shall happen by or
through his own wilful act or default, negligence, breach of trust or breach of
duty.
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22.6
Directors may rely upon the accuracy of any statement of fact represented by an
officer of the Company to be correct or upon statements in a written report of
the auditor of the Company and shall not be responsible or held liable for any
loss or damage resulting from the paying of any dividends or otherwise acting in
good faith upon any such statement.
22.7
The directors may cause the Company to purchase and maintain insurance for the
benefit of any person who is or was a director, officer, employee or agent of
the Company or is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation, a partnership, joint venture,
trust or other enterprise and his heirs and representatives against any
liability incurred by him as a director, officer, employee or agent.
PART 23 - PROHIBITIONS
23.1
No transfer of shares shall be entered in the register of members without the
prior approval of the majority of directors, and the Company shall not keep a
branch register of members outside the Province of British Columbia unless the
Company Act so permits.
PART 24 - RESTRICTIONS ON SHARE TRANSFERS
24.1
Notwithstanding anything contained in these Articles the directors may in their
absolute discretion decline to register any transfer of shares and shall not be
required to disclose their reasons therefor; provided that at such time as the
securities of the Company have been listed for trading on any stock exchange or
any regulatory authority has accepted for filing and has issued a receipt for a
prospectus qualifying the distribution of the Company's securities to the
public, any restriction on the transfer of shares of the Company shall, by that
fact, be removed.
24.2
No shares in the capital of the Company shall be transferred by any member, or
the personal representative of any deceased member or trustee in bankruptcy of
any bankrupt member, or the liquidator of a member which is a corporation,
except under the following conditions.
(a) A person (herein called the "proposing transferor") desiring to
transfer any share or shares in the Company shall give notice in writing
(herein called the "transfer notice") to the Company that he desires to transfer
the same. The transfer notice shall specify the price, which shall be expressed
in lawful money of Canada, and the terms of payment upon which the proposing
transferor is prepared to transfer the share or shares and shall constitute the
Company his agent for the sale thereof to any member or members of the Company
at the price and upon the terms of payment so specified. The transfer notice
shall also state whether or not the proposing transferor has had an offer to
purchase the shares or any of them from, or proposes to sell the shares or any
of them to, any particular person or persons who are not members and if so the
names and addresses of such persons shall be specified in the transfer notice.
The transfer notice shall constitute an offer by the proposing transferor to the
other members of the Company holding shares of the class or classes included in
the transfer notice and shall not be revocable except with the sanction of the
directors. If the transfer notice pertains to shares of more than one class,
then the consideration and terms of payment for each class of shares shall be
stated separately in the transfer notice.
(b) The directors shall forthwith upon receipt thereof transmit the
transfer notice to each of the members, other than the proposing transferor,
holding shares of the class or classes set forth in the transfer notice and
request the member to whom the transfer notice is sent to state in writing
within 14 days from the date of the transfer notice whether he is willing to
accept any, and if so, the maximum number of shares he is willing to accept at
the price and upon the terms specified in the transfer notice. A member shall
only be entitled to purchase shares of the class or classes held by him.
(c) Upon the expiration of the 14-day notice period referred to in
Article 24.2 (b), if the directors shall have received from the members entitled
to receive the transfer notice sufficient acceptances to take up the full number
of shares offered by the transfer notice and, if the transfer notice includes
shares of more than one class, sufficient acceptances from the members of each
class to take up the full number of shares of each class offered by the transfer
notice, the directors shall thereupon apportion shares so offered among the
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members so accepting and so far as may be, pro rata, according to the number of
shares held by each of them respectively, and in the case of more than one class
of shares, then pro rata in respect of each class. If the directors shall not
have received sufficient acceptances as aforesaid, they may, but only with the
consent of the proposing transferor who shall not be obliged to sell to members
in the aggregate less than the total number of shares of one or more classes of
shares offered by the transfer notice, apportion the shares so offered among the
members so accepting so far as may be according to the number of shares held by
each respectively but only up to the amount accepted by such members
respectively. Upon any such apportionment being made the proposing transferor
shall be bound upon payment of the price to transfer the shares to the
respective members to whom the directors have apportioned same. If, in any case,
the proposing transferor, having become so bound fails in transferring any
share, the Company may receive the purchase money for that share and shall upon
receipt cause the name of the purchasing member to be entered in the register as
the holder of the shares and cancel the certificate of the share held by the
proposed transferor, whether the same shall be produced to the Company or not,
and shall hold such purchase money in trust for the proposing transferor. The
receipt of the Company for the purchase money shall be a good discharge to the
purchasing member and after his name has been entered in the register the
validity of the proceedings shall not be questioned by any person.
(d) In the event that some or all of the shares offered shall not be
sold under the preceding Articles within the 14 day period referred to in
Article 24.2 (b), the proposing transferor shall be at liberty for a period of
90 days after the expiration of that period to transfer such of the shares so
offered as are not sold to any person provided that he shall not sell them at a
price less than that specified in the transfer notice or on terms more
favourable to a purchaser than those specified in the transfer notice.
(e) The provisions as to transfer contained in this Article shall not
apply:
(i) if before the proposed transfer of shares is made, the transferor
shall obtain consents to the proposed transfer from members of the Company, who
at the time of the transfer are the registered holders of two-thirds or more of
the issued shares of the class to be transferred of the Company or if the shares
comprise more than one class, then from the registered holders of two-thirds or
more of the shares of each class to be transferred and such consent shall be
taken to be a waiver of the application of the preceding Articles as regards
such transfer; or
to a transfer of shares desired to be made merely for the purpose of
effectuating the appointment of a new trustee for the owner thereof, provided
that it is proved to the satisfaction of the Board that such is the case.
FULL NAME(S), ADDRESS(ES), AND OCCUPATION(S) OF SUBSCRIBERS
Andrew Seokwoo Lee
6874 Radisson St.
Vancouver, BC V5S 3W9
Businessman
/s/ Andrew Seokwoo Lee
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DATED at Vancouver, B.C., this 20th day of March,2003.