EXHIBIT 3.28
BY-LAW #3
A BY-LAW TO PROVIDE FOR THE PURCHASE OF
THE ASSETS AND UNDERTAKING OF THE GOODYEAR
TIRE & RUBBER COMPANY OF CANADA, LIMITED.
BE IT ENACTED, and it is hereby enacted as a By-Law of this Company that
this Company do purchase from The Goodyear Tire & Rubber Company of Canada,
Limited, herein referred to as the Present Company, and X. X. Xxxxxxxx and X. X.
Xxxxxxxxxx, the Liquidators thereof, the assets and undertaking of that Company
for the consideration and upon the terms and conditions set out in the agreement
dated the thirtieth day of March, 1927, made between the Present Company and the
said Liquidators thereof and X. X. Xxxxx on behalf of this Company, a duplicate
original of which said agreement is identified by the initials of the Chairman
of this meeting, and that the proper Officers of this Company be and they are
hereby directed and authorized to enter into an agreement in such form as may be
approved by the President and Secretary of this Company, such approval to be
evidenced by their executing the same as such Officers, with the Present Company
and the Liquidators thereof adopting the said agreement dated the thirtieth day
of March, 1927, or substantially embodying the terms and provisions thereof, and
to affix thereto the corporate seal of the Company, to deliver such agreement
and to carry the same into effect, and that shares of the Capital Stock of this
Company be allotted upon the direction of the said Liquidators to the
Shareholders of the Present Company as provided by the said agreement dated the
thirtieth day of March, 1927, forthwith after the execution by the Present
Company and the Liquidators of the agreement herein provided for.
PASSED by the Board of Directors and sealed with the
Company's seal this 30th day of March, 1927.
________________________________ ___________________________________
Chairman Secretary
BY-LAW NO. 6
A By-Law authorizing the Directors to adopt a Pension
Plan and to create a Pension Fund in connection therewith.
WHEREAS under the terms of its Letters Patent, this Company is empowered "to
make grants to employees (or ex-employees) of the Company or its predecessors in
business for the dependents or connections of such persons as the Company shall
see fit, based on the length of service and efficiency, special services
rendered to the Company or otherwise*.
AND WHEREAS it is now deemed expedient and in the interest of the Company that
the Directors should be authorized to exercise such power through the adoption
of a Pension Plan and the creation of a Pension Fund therefor.
NOW, THEREFORE, BE IT AND IT IS HEREBY ENACTED as follows --
1. The Board of Directors shall be and it is hereby authorized to
establish a Pension Plan for the benefit of employees of this
Company and/or Companies affiliated with or subsidiary thereto.
2. Such Pension Plan shall be in such form as in the opinion of the
Board may be in the interests of both the Company and the said
employees.
3. The Board of Directors shall be and it is hereby authorized to set
aside, from time to time for the purposes aforesaid, such sum or
sums of money out of the funds of the Company, as may in its opinion
be necessary to maintain such Pension Plan on a sound actuarial
basis.
PROVIDED, HOWEVER, that any Pension Plan so adopted shall always
reserve to the Board of Directors, the right to repeal, amend and/or
alter the same in whole or in part, if in its opinion at any time
such course is required.
AND FURTHER that this By-Law remain in full force and effect until
the next Annual Meeting of the Shareholders to be held in 1929 after
the end of current fiscal year.
PASSED by the Board of Directors and sealed with the Company's seal, this 24th
day of July, 1929.
___________________________________
Secretary
_______________________________
Chairman
Approved, ratified and confirmed by the shareholders at a Meeting
called for the purpose of considering the same and held on October
30th, 1929.
BY-LAW NO. 8
A By-Law relating to the Pension Plan
and Pension Fund of the Company
WHEREAS by By-Law No. 8 of the Company, passed by the Board of Directors on the
24th day of July, 1929 (and subsequently confirmed by a resolution of the
Shareholders of the Company at the annual and special general meeting held on
the 30th day of October, 1929) the Board of Directors was authorized to
establish a Pension Plan and to create a Pension Fund in connection therewith
for the benefit of employees of the Company and/or companies affiliated with or
subsidiary thereto, and the Board of Directors by a subsequent resolution,
similarly confirmed, duly adopted such a Pension Plan and created such a Pension
Fund;
AND WHEREAS pursuant to the powers reserved by the said By-Law the Board of
Directors did on the 29th day of August, 1930 amend the said Plan by providing
that any employee of the Company who had been or might thereafter be transferred
to this Company from the employ of the Goodyear Tire & Rubber Company of Akron,
Ohio, should be eligible upon retirement to all the benefits to which the said
employee would have been entitled under the Pension Plan of the Akron Company in
force at the time of his retirement from this Company had he remained in the
employ of the Akron Company.
AND WHEREAS doubts have arisen as to whether the Plan so adopted and amended
effectively provides, as was the Company's intention, for including within its
scope and operation payment of pensions to officers of the Company and to any
director holding in addition a separate salaried office or employment in the
Company;
AND WHEREAS it is desirable that the said doubts be removed and the said Plan
confirmed;
NOW, THEREFORE, BE IT ENACTED as a By-Law of the Company as follows:
1. That the said Plan and Pension Fund so adopted and amended, be and
the same is hereby readopted, ratified and confirmed, and it is
hereby declared that the said Plan as so amended was intended to
include and does include from time to time within its scope and
operation, the payment of pensions thereunder to all officers of the
Company and to any director holding in addition a separate salaried
office or employment in the Company.
2. By-Law No. 8, passed by the Board of Directors on the 24th day of
July, 1929, authorizing the said Plan, the resolution of the Board
of Directors passed on the same day adopting the said Plan, and the
resolution passed on the 29th day of August, 1930 by the Directors,
amending the same, are hereby re-enacted, adopted and confirmed and
declared to be in full force and effect.
3. The Board of Directors of the Company has and shall continue to have
full power and authority respecting the conduct and management of
the Pension Plan and Pension Fund as the same now or may hereafter
be constituted, including, without affecting the generality of the
foregoing words, full power and authority from time to time, as it
shall think fit, to amend, alter, vary, except from, or otherwise
change the said Plan and Fund and from time to time to set aside and
pay such sum or sums of money out of the funds of the Company as in
its opinion may be necessary to maintain such Plan and Fund on a
sound actuarial basis.
4. In particular, but without affecting the generality of the powers
possessed by it, the Board of Directors may, if deemed necessary or
desirable, by appropriate amendments revise the Pension Plan in the
form in which the same now stands so as to clearly reflect and give
effect to the declaration contained in paragraph 1 of this By-Law.
5. All action heretofore taken and payments made by or under the
authority of the Board of Directors in connection with the
establishment and operation of the said Pension Plan and Pension
Fund, are hereby approved, ratified and confirmed.
6. This By-Law shall come into force when approved by the Shareholders
of the Company in general or special meeting.
PASSED by the Board of Directors and sealed with
the Company's seal this 30th day of December, 1932.
___________________________________ ___________________________________
Chairman Secretary
Approved, ratified and confirmed by the shareholders at a Meeting
called for the purpose of considering the same and held on February
20th, 1933.
BY-LAW NO. 28
OF
GOODYEAR CANADA INC.
A BY-LAW RELATING GENERALLY TO THE TRANSACTION OF THE BUSINESS
AND AFFAIRS OF THE CORPORATION
CONTENTS
One Interpretation
Two Business of Corporation
Three Borrowing and Debt Obligations
Four Directors
Five Committees
Six Officers
Seven Protection of Directors and Officers
Eight Shares
Nine Meetings of Shareholders
Ten Notices
Eleven Effective Date
BE IT ENACTED a by-law of the Corporation as follows:
SECTION ONE
INTERPRETATION
1.01 DEFINITIONS. In this by-law and all other by-laws and special resolutions
of the Corporation, unless the context otherwise requires:
"Act" means the Business Corporations Act, 1982 (Ontario), and any Act
that may be substituted therefor, as from time to time amended;
"articles" means the letters patent constituting the Corporation as from
time to time amended, supplemented or restated;
"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;
"Corporation" means the corporation constituted by letters patent dated
March 30, 1927 under a predecessor of the Act, and named The Goodyear Tire &
Rubber Company of Canada, Limited;
"meeting of shareholders" includes an annual or special meeting of
shareholders and includes a meeting of the holders of any class or series of
shares;
"recorded address" means, in the case of a shareholder, his address as
recorded in the register of shareholders and, in the case of a director,
officer, auditor or member of a committee of the board, his address as recorded
in the records of the Corporation;
"signing officer" means, in relation to any instrument, any officer of the
Corporation authorized to sign the same on behalf of the Corporation by Section
2.04 of this by-law or by a resolution passed pursuant thereto;
save as aforesaid, the words and expressions defined in the Act have the
same meanings when used herein; and
words importing the singular number include the plural and vice-versa;
words importing the masculine gender include the feminine and neuter genders;
and words importing persons include individuals, bodies corporate, partnerships,
trusts and unincorporated organizations.
SECTION TWO
BUSINESS OF THE CORPORATION
2.01 REGISTERED OFFICE. The board may from time to time by resolution fix the
location of the registered office of the Corporation in the municipality or
geographic township within Ontario where the articles provide that the
registered office is to be located.
2.02 CORPORATE SEAL. Until changed by resolution of the board, the corporate
seal of the Corporation shall be in the form impressed hereon.
2.03 FINANCIAL YEAR. Until changed by resolution of the board, the financial
year of the Corporation shall end on the last day of December in each year.
2.04 EXECUTION OF INSTRUMENTS. Xxxxx, transfers, assignments, contracts,
obligations, certificates and other instruments may be signed on behalf of the
Corporation by the chairman of the board, the president, a vice-president, the
general manager or the treasurer and in addition thereto by the secretary, the
comptroller, an assistant secretary, an assistant comptroller or an assistant
treasurer. Any signing officer may affix the corporate seal thereto. In
addition, the board may from time to time direct by resolution the manner in
which and the officer or officers by whom any particular instrument or class of
instruments may or shall be signed on behalf of the Corporation and may from
time to time appoint any other person or persons by whom any particular
instrument or class of instruments may be signed on behalf of the Corporation.
Subject to the provisions of Section 8.06, the board may from time to time
provide with respect to any particular instrument or class of instruments that
the signature or signatures of any signing officer or officers and/or of any
person or persons appointed as aforesaid by resolution of the board may be
printed, engraved, lithographed or otherwise mechanically reproduced upon all
such instruments or classes of instruments of the Corporation, and all such
instruments or classes of instruments on which the signature or signatures of
any of the foregoing signing officers or persons shall be so reproduced shall be
deemed to have been manually signed by such signing officers or persons whose
signatures are so reproduced and shall be as valid as if they had been signed
manually and notwithstanding that the signing officers or persons whose
signature or signatures is or are so reproduced may have ceased to hold office
at the date of delivery or issue of such instruments or classes of instruments.
2.05 BANKING ARRANGEMENTS. The banking business of the Corporation 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.
2.06 VOTING RIGHTS IN OTHER BODIES CORPORATE. In the manner set out in Section
2.04 the signing officers of the Corporation may execute and deliver instruments
of proxy 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 signing or
arranging for them. 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.
2.07 WITHHOLDING INFORMATION FROM SHAREHOLDERS. No shareholder shall be entitled
to discovery of any information respecting any details or conduct of the
Corporation's business which, in the opinion of the board, it would be
inexpedient in the interests of the shareholders or the Corporation to
communicate to the public. The board may from time to time determine whether and
to what extent and at what time and place and under what conditions or
regulations the accounts, records and documents of the Corporation or any of
them shall be open to the inspection of shareholders and no shareholder shall
have any right of inspecting any account,
record or document of the Corporation except as conferred by the Act or
authorized by resolution of the Board.
SECTION THREE
BORROWING AND DEBT OBLIGATIONS
3.01 BORROWING POWER. The board may from time to time, in such amounts and on
such terms as it deems expedient:
(a) borrow money upon the credit of the Corporation;
(b) issue, reissue, sell or pledge debt obligations of the Corporation;
(c) subject to the Act, 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.
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 extent
and in such manner as the board shall determine at the time of each such
delegation.
SECTION FOUR
DIRECTORS
4.01 QUORUM OF DIRECTORS. Until changed in accordance with the Act, the quorum
at any meeting of directors shall be two-fifths of the number of directors.
4.02 ELECTION AND TERM. The election of directors shall take place at each
annual meeting of shareholders and all the directors then in office shall retire
but, if qualified, shall be eligible for re-election. The election may be by a
show of hands or by a resolution of the shareholders unless a ballot is required
or demanded. If an election of directors is not held at the proper time, the
incumbent directors shall continue in office until their successors are elected.
Provided, however, that if at any time and from time to time in the aggregate
six quarterly dividends on the Cumulative Redeemable Sinking Fund Preferred
shares of the capital stock of the Corporation, whether for consecutive
quarterly periods or otherwise, are accrued and unpaid, the holders of the said
Preferred shares voting as a class shall have the right to elect two members of
the board, and such rights shall continue until all arrears of dividends on the
said Preferred shares shall have been paid, whereupon the right to elect the
complete board will revert to the holders of the Common shares of the
Corporation.
4.03 REMOVAL OF DIRECTORS. The shareholders, by resolution passed by a majority
of the votes cast thereon at a meeting of shareholders called for that purpose,
may remove any director before the expiration of his term of office and may
elect any qualified person in his stead for the remainder of his term. Provided,
however, that a director elected by the holders of the
Cumulative Redeemable Sinking Fund Preferred shares, voting as a class, shall
not be so removed except by resolution of the holders of such Preferred shares,
voting as a class, so long as the holders of the said Preferred shares, voting
as a class have the right to elect two members of the board.
4.04 VACATION OF OFFICE. The office of a director shall be vacated upon the
occurrence of any of the following events: (a) if a receiving order is made
against him or if he makes an assignment under the Bankruptcy Act; (b) if an
order is made declaring him to be of unsound mind; (c) if he shall be removed
from office by resolution of the shareholders as provided in Section 4.03; or
(d) if by notice in writing to the Corporation he resigns his office and such
resignation, if not effective immediately, shall become effective in accordance
with the terms of such written notice.
4.05 VACANCIES. A quorum of directors may fill a vacancy among the directors,
except a vacancy resulting from a failure to elect the number of directors
required to be elected at a meeting of shareholders or a vacancy formerly filled
by a director elected by the holders of the Cumulative Redeemable Sinking Fund
Preferred shares. Where there is not a quorum of directors, or if there has been
a failure to elect the required number of directors at a meeting of
shareholders, the directors shall forthwith call a 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. The
directors may, between meetings of shareholders, appoint additional directors
provided that the total number of directors shall not be greater than one and
one-third times the number of directors required to have been elected at the
last annual meeting of shareholders.
4.06 ACTION BY THE BOARD. The board shall manage or supervise the management of
the business and affairs of the Corporation. The powers of the board may be
exercised by a meeting at which a quorum of directors is present and at which a
majority of the directors present or approving are resident Canadians, or by
resolution signed by all the directors entitled to vote thereon, if constituting
a quorum. Where there is a vacancy or vacancies on the board, the remaining
directors may exercise all the powers of the board so long as a quorum remains
in office.
4.07 PLACE OF MEETINGS. Subject to the provisions of the Act, meetings of the
board and of any committee thereof may be held at the registered office of the
Corporation or any other place within or outside of Ontario and in any financial
year of the Company it shall not be necessary for a majority of the meetings of
the board or any committee thereof to be held at a place within Canada.
4.08 CALLING OF MEETINGS. (a) Directors' meetings may be held from time to time
without formal notice if all the directors are present thereat or if those
absent waive notice of such meeting, or signify their assent thereto in any
manner and at any time. (b) A directors' meeting may be formally called by the
president. Notice of such meeting shall be given to each director not less than
48 hours before the meeting is to take place. A notice calling a meeting of
directors need not specify the purpose of the meeting. (c) It shall be the duty
of the president to call a meeting of the directors whenever required in writing
by three directors so to do, and should the president not act on such
requisition or fail to call such meeting within one week from the receipt
by him of such requisition, or should he be in any way incapacitated from so
doing, any three directors may call a meeting. Notice of such meeting shall be
given to each director not less than 96 hours before the meeting is to take
place.
4.09 FIRST MEETING OF NEW BOARD. Provided a quorum of directors is present, each
newly elected board may without notice hold its first meeting immediately
following the meeting of shareholders at which such board is elected.
4.10 CHAIRMAN. The chairman of the board, if such an officer has been elected
and is present, otherwise the president, shall be chairman of any meeting of the
board. If neither of them is present, the directors present shall choose one of
their number to be chairman.
4.11 VOTES TO GOVERN. Questions arising at any meeting of directors shall be
decided by a majority of votes and in case of an equality of votes, the chairman
of the meeting shall have a second or casting vote.
4.12 REMUNERATION AND EXPENSES. 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 traveling 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.
4.13 INTEREST OF DIRECTORS IN CONTRACTS. No director shall be disqualified from
contracting with the Corporation by reason of his being a director.
4.14 DECLARATION OF INTEREST. A director or officer who,
(a) is a party to a material contract or transaction or proposed
material contract or transaction 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 transaction or
proposed material contract or transaction with the Corporation,
shall declare such interest to the extent and in the manner and at the time
required by the applicable provisions of the Act, and shall refrain from voting
where required under the Act.
SECTION FIVE
COMMITTEES
5.01 EXECUTIVE COMMITTEE. The board may elect from among its number an executive
committee to be composed of not fewer than 3 directors, which committee may
exercise all powers of the board, subject to any restrictions imposed from time
to time by the board or pursuant to the Act.
5.02 OTHER COMMITTEES. The board may from time to time appoint such other
committee or committees consisting of members or non-members of the board, as it
may see fit, to perform such functions as the board may determine.
5.03 PROCEDURE. Unless otherwise ordered by the board, each committee shall have
the power to fix its quorum, to elect its chairman and to regulate its
procedure. A majority of the members of any committee of board members shall be
resident Canadians.
SECTION SIX
OFFICERS
6.01 ELECTION OR APPOINTMENT. From time to time the board shall elect a
president and elect or appoint a secretary, and may elect or appoint one or more
vice-presidents (to which title may be added words indicating seniority or
function), a general manager, a treasurer, a comptroller and such other officers
as the board may determine, including one or more assistants to any of the
officers so elected or appointed.
6.02 CHAIRMAN OF THE BOARD. From time to time the Board may also elect a
chairman of the board who shall be a director. If so elected, the chairman of
the board shall, if present, preside at all meetings of the board and, in the
absence of the president, at all meetings of shareholders. In addition, the
board may assign to him any of the powers and duties that are by any provisions
of this by-law assigned to the president, and he shall have such other powers
and duties as the board may prescribe. During the absence or disability of the
chairman of the board, the president shall assume all his powers and duties.
6.03 PRESIDENT. The president shall be the chief executive officer of the
Corporation, and subject to the authority of the board, shall have general
supervision of the business and affairs of the Corporation. Except when the
board has elected or appointed a general manager, the president shall also have
the powers and be charged with the duties of that office.
6.04 VICE-PRESIDENT. During the absence or disability of the president, his
duties shall be performed and his powers exercised by the vice-president or, if
there are more than one, by the vice-president designated from time to time by
the board or the president. A vice-president shall have such other powers and
duties as the board or the president may prescribe.
6.05 GENERAL MANAGER. If elected or appointed, the general manager shall have,
subject to the authority of the board and the supervision of the president,
general supervision of the business and affairs of the Corporation and the power
to appoint and remove any and all employees and agents of the Corporation not
elected or appointed by the board and to settle the terms of their employment
and remuneration, provided however that every employment contract for a period
of more than one year shall be effective only upon being approved by the board;
and he shall have such other duties as the board or the president may prescribe.
If and so long as the general manager is a director, he may but need not be
known as the managing director.
6.06 SECRETARY. The secretary shall attend and be the secretary of all meetings
of the board, shareholders and except as the Board may otherwise provide,
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 directors, shareholders,
auditors and members of committees of the board; he shall be custodian of the
device generally used for affixing the corporate seal of the Corporation and of
all books, papers, records, documents and instruments belonging to the
Corporation except when some other officer or
agent has been appointed for that purpose; and he shall have such other duties
as the board or the president may prescribe.
6.07 TREASURER. The treasurer under the direction of the board, shall control
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 he shall have such other
duties as the board or the president may prescribe.
6.08 COMPTROLLER. The comptroller shall keep proper accounting records of all
financial and other transactions of the Corporation; he shall exercise a general
check upon the disbursements of the funds of the Corporation; he shall have
general charge and superintend in the preparation of financial reports and shall
exercise such other powers and duties as are usually exercised by a comptroller
and as he may be called upon to exercise by the board.
6.09 DUTIES OF OTHER OFFICERS. The duties of all other officers of the
Corporation shall be such as the terms of their engagement call for or as the
board or the president may prescribe. Any of the powers and duties of an officer
to whom an assistant has been appointed may be exercised and performed by such
assistant, unless the board or the president otherwise directs.
6.10 TERM OF OFFICE. The board may remove at its pleasure any officer of the
Corporation, without prejudice to such officer's rights under any employment
contract. Any officer may by notice in writing to the board resign his office
and such resignation, if not effective immediately, becomes effective in
accordance with its terms. Otherwise each officer elected or appointed by the
board shall hold office until his successor is elected or appointed;
6.11 TERMS OF EMPLOYMENT AND REMUNERATION. The terms of employment and the
remuneration of officers elected or appointed by the board shall be fixed from
time to time by the board or by such committee or committees as the board may
appoint for that purpose.
SECTION SEVEN
PROTECTION OF DIRECTORS AND OFFICERS
7.01 LIMITATION OF LIABILITY. No director or officer for the time being of the
Corporation 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 other
act for conformity, or for any loss, damage or expense happening to the
Corporation through the insufficiency or deficiency of title to any property
acquired by order of the board for or on behalf of the Corporation, or for the
insufficiency or deficiency of any security in or upon which any of the moneys
of or belonging to the Corporation shall be placed out or invested, or for any
loss or damage arising from the bankruptcy, insolvency or tortious act of any
person, firm or body corporate with whom any of the moneys, securities or
effects of the Corporation shall be lodged or deposited, or for any loss,
conversion, misapplication or misappropriation of or any damage resulting from
any dealings with any moneys, securities or other assets belonging to the
Corporation 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 provided he acted honestly and in good faith with a view to the
best interests of the Corporation and, 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.
7.02 INDEMNITY. Subject to the limitations contained in the Act, every director
and every officer of the Corporation, every former director and former officer
of the Corporation, and every other 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 such director's, officer's
or other person's heirs, executors, administrators and other legal personal
representatives shall from time to time be indemnified and saved harmless by the
Corporation from and against:
(a) any liability and all costs, charges and expenses, including an
amount paid to settle an action or satisfy a judgment, that he
sustains or incurs in respect of any civil, criminal or
administrative action, suit or proceeding that is proposed or
commenced against him by reason of his being or having been a
director or officer of the Corporation or such other body corporate;
and
(b) all other costs, charges and expenses that he sustains or incurs in
respect of the affairs of the Corporation.
7.03 INSURANCE. Subject to the limitations contained in the Act, the Corporation
may purchase and maintain such insurance for the benefit of the persons referred
to in Section 7.02 as the board may from time to time determine.
SECTION EIGHT
SHARES
8.01 ISSUE OF SHARES. The board may from time to time issue or grant options to
purchase the whole or any part of the unissued shares of the Corporation,
including any shares created by articles of amendment increasing or otherwise
varying the capital of the Corporation, in such manner and to such persons or
class of persons as the Board shall by resolution determine, provided that no
share shall be issued until it is fully paid in money or in property or past
services.
8.02 COMMISSIONS AND DISCOUNTS. The board may from time to time authorize the
payment of commissions or the allowance of discounts to persons In consideration
of their subscribing or agreeing to subscribe, whether absolutely or
conditionally, for shares in the Corporation, or procuring or agreeing to
procure subscriptions, whether absolute or conditional, for such shares.
8.03 TRANSFER AGENTS AND REGISTRARS. The board may from time to time by
resolution appoint a registrar to keep the register of security holders and a
transfer agent to keep the register of transfers and may also appoint one or
more branch registrars to keep branch registers of security holders and one or
more branch transfer agents to keep branch registers of transfers but one person
may be appointed both registrar and transfer agent.
8.04 REGISTRATION OF TRANSFER. Subject to the Act, no transfer of shares shall
be registered in a register of transfers or branch register of transfers except
upon surrender 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 successor xxxx appointed, together with such
assurance or evidence of signature, identification and authority to transfer as
the Corporation may from time to time require, and upon payment of all
applicable taxes.
8.05 NON-RECOGNITION OF TRUSTS. The Corporation shall be entitled to treat the
registered holder of any share as the absolute owner thereof and accordingly
shall not, except as ordered by a court of competent jurisdiction or as required
by statute, be bound to see to the execution of any trust, whether express,
implied or constructive, in respect of any share or to recognize any other claim
to or interest in such share on the part of any person other than the registered
holder thereof.
8.06 SHARE CERTIFICATES. Every holder of one or more fully paid shares of the
Corporation shall be entitled, without payment, to a share certificate stating
the number and class or series of shares held by him as shown by the register,
and stating that such shares are fully paid. Share certificates shall be in-such
form as the board shall from time to time approve. They shall be signed in
accordance with Section 2.04 and need not be under the corporate seal; provided
that, unless the board otherwise orders, certificates representing shares in
respect of which a transfer agent and/or registrar has been appointed shall not
be valid unless countersigned by or on behalf of such transfer agent and/or
registrar. The signature of one of the signing officers or, in the case of share
certificates which are not valid unless countersigned by or on behalf of a
transfer agent and/or registrar, the signatures of both signing officers may be
mechanically reproduced in facsimile upon share certificates and every such
facsimile 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 signature (whether manual or facsimile)
appears thereon no longer holds office at the date of issue or delivery of the
certificate.
8.07 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 that has been
lost, apparently destroyed or wrongfully taken 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.
8.08 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.
8.09 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 register of shareholders 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 agent.
SECTION NINE
MEETINGS OF SHAREHOLDERS
9.01 ANNUAL MEETINGS. The annual meeting of shareholders shall be held at such
time and on such day in each year as the board, the chairman of the board or the
president may from time to time determine.
9.02 SPECIAL MEETINGS. The board, the chairman of the board or the president
shall have power to call a special meeting of shareholders at any time.
9.03 PLACE OF MEETINGS. Meetings of shareholders shall be held at the registered
office of the Corporation or, if the board shall so determine, at some other
place in or outside Ontario.
9.04 NOTICE OF MEETINGS. Notice of the time and place of each meeting of
shareholders shall be given not less than 21 nor more than 50 days before the
date of the meeting to each shareholder who at the close of business on the
record date for notice is entered in the register of shareholders as the holder
of one or more shares carrying the right to vote at the meeting. Notice of a
meeting of shareholders at which special business is to be transacted shall
state or be accompanied by a statement of the nature of that business in
sufficient detail to permit the shareholder to form a reasoned judgment thereon
and the text of any special resolution or by-law to be submitted to the meeting.
The directors and the auditors of the Corporation are entitled to receive all
notices and other communications relating to any meeting of shareholders that
any shareholder is entitled to receive.
9.05 RECORD DATE FOR NOTICE AND FINANCIAL STATEMENTS. The Board may fix in
advance a date, preceding the date of any meeting of shareholders by not more
than 50 days and not less than 21 days, as the record date for the determination
of the shareholders entitled to notice of the meeting, and if applicable, to
receive the financial statements of the Corporation. If no such record date for
notice is fixed by the board, the record date for notice and for giving or
sending of the financial statements shall be the close of business on the day
next preceding the day on which the notice or the financial statements is given
or sent.
9.06 MEETINGS WITHOUT NOTICE. A meeting of shareholders may be held at any time
and at any place permitted by the Act or the articles or the by-laws without
notice to all shareholders entitled thereto or on shorter notice than that
provided for herein and proceedings thereat shall not thereby be invalidated (a)
if all the shareholders entitled to vote thereat are present in person or
represented by proxy or if those not so present or represented by proxy have
waived notice of the meeting in any manner and at any time and (b) if the
auditors or other persons entitled to attend the meeting are present or have
waived notice of the meeting in any manner and at any time.
9.07 CHAIRMAN, SECRETARY AND SCRUTINEERS. The president, or in his absence, the
chairman of the board, if such an officer has been elected or appointed and is
present, otherwise a vice-president who is a shareholder of the Corporation or a
proxyholder shall be chairman of any meeting of shareholders. If no such officer
is present within 15 minutes from the time fixed 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 the consent of the meeting.
9.08 PERSONS ENTITLED TO BE PRESENT. The only persons entitled to attend a
meeting of shareholders shall be those entitled to vote thereat, the 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.
9.09 QUORUM. Five shareholders or duly appointed proxyholders personally present
shall constitute a quorum for a meeting of shareholders for the choice of a
chairman and adjournment of the meeting. For all other purposes the quorum of a
meeting of the shareholders shall be the shareholders or duly appointed
proxyholders personally present not being less than five in number, and holding
or representing by proxy, not less than twenty-five percent of the issued shares
of the Corporation of the class or classes respectively enjoying voting rights
at such meeting. Notwithstanding the foregoing, if the articles of the
Corporation provide for a quorum in respect of a meeting of any class or series
of shares, such provisions in the articles shall govern.
9.10 RIGHT TO VOTE. Subject to the Act, at any meeting of shareholders a person
named in the list of shareholders entitled to receive notice of the meeting,
prepared in accordance with the Act, 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 any of his shares after the record date
for the determination of the shareholders entitled to receive notice
of the meeting determined under Section 9.05; and
(b) the transferee of those shares,
(1) produces properly endorsed share certificates, or
(2) otherwise establishes that he owns the shares,
and demands not later than ten days before the meeting or such shorter
period of time as the board may from time to time prescribe, that his name
be included in the list before the meeting,
in which case the transferee may vote his shares at the meeting.
9.11 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, as his nominee to attend and act for him at the meeting in the
manner, to the extent and with the power conferred by the instrument appointing
him. An instrument appointing a proxy shall be in writing executed by the
appointor or his attorney authorized in writing, or in the case the shareholder
is a corporation, by an officer or attorney thereof duly authorized and may,
subject to the requirements of the Act, be in such form as the directors may
from time to time prescribe or in
such form as the chairman of the meeting may accept as sufficient. A proxy
ceases to be valid one year from its date.
9.12 TIME FOR DEPOSIT OF PROXIES. The board may by resolution fix in advance a
time, preceding the time, of any meeting or adjourned meeting of shareholders by
not more than 48 hours, excluding non-business days, before which time
instruments appointing proxies must be deposited. An instrument appointing a
proxy shall be acted upon only if, prior to the time so fixed and specified in
the notice calling the meeting, 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, if it has been received by the secretary of the
Corporation or by the chairman of the meeting prior to the time of voting.
9.13 JOINT SHAREHOLDERS. If shares are held jointly by two or more persons 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 thereon; but if
more than one of them shall be present in person or represented by proxy, they
shall vote together as one on the shares jointly held by them.
9.14 VOTING AT MEETINGS. On a show of hands every shareholder or duly appointed
proxyholder present in person shall have a vote and upon a ballot every
shareholder or duly appointed proxyholder present in person shall have one vote
for every share held or represented by him. A ballot may be demanded by any
shareholder or duly appointed proxyholder or ordered by the chairman. In all
other respects, voting shall be governed by the provisions of the Act.
9.15 ADJOURNMENT. The chairman at a meeting of shareholders may, with consent of
the meeting and subject to such conditions as the meeting may decide, adjourn
the meeting from time to time and from place to place. If a ballot is demanded
on the question of adjournment it shall be taken forthwith without adjournment.
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.
SECTION TEN
NOTICES
10.01 METHOD OF GIVING NOTICES. Any notice (which term includes any
communication or document) to be given, sent, delivered or served pursuant to
the Act, the articles, the by-laws or otherwise 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 air or ordinary 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 given when it is delivered personally or at the
recorded address as aforesaid; a notice so mailed shall be deemed to have been
received on the fifth day after mailing; and a notice sent by any means of
transmitted or recorded communication shall be deemed to have been given when
dispatched or delivered 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.
10.02 NOTICE TO JOINT SHAREHOLDERS. If two or more persons are registered as
joint holders of any share, notice to one of such persons shall be sufficient
notice to all of them.
10.03 COMPUTATION OF TIME. In computing the period of days when notice must be
given under any provisions of the articles or by-laws requiring a specified
number of days' notice of any meeting or other event, the period shall be deemed
to commence the day following the event that began the period and shall be
deemed to terminate at midnight of the last day of the period except that if the
last day of the period falls on a Sunday or holiday the period shall terminate
at midnight of the day next following that is not a Sunday or holiday.
10.04 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.
10.05 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 a person from whom he
derives his title to such share prior to his name and address being entered on
the register of shareholders, whether such notice was given before or after the
happening of the event upon which he became so entitled.
10.06 WAIVER OF NOTICE. Any shareholder or his duly appointed proxyholder,
director, auditor or member of a committee of the board may waive any notice
required to be given to him under any provision of the Act, the articles, the
by-laws or otherwise and such waiver, whether given before or after the meeting
or other event of which notice is required to be given, shall cure any default
in giving such notice.
SECTION ELEVEN
EFFECTIVE DATE AND REPEAL
11.01 EFFECTIVE DATE. This by-law comes into force on the date hereof, subject
to confirmation by the shareholders in accordance with the Act.
11.02 REPEAL. All by-laws of the Corporation except By-Laws No. 3, 6, 7, 8, 9,
10 and 14 are repealed from and after confirmation of this by-law by the
shareholders as aforesaid. Such repeal shall not affect the previous operation
of any by-law so repealed or affect the validity of any act done or right,
privilege, obligation or liability acquired or incurred under or the validity of
any contract or agreement made pursuant to any such by-law prior to its repeal.
All officers and persons acting under any by-law so repealed shall continue to
act as if appointed under the provisions of this by-law and all resolutions with
continuing effect of the board, shareholders or committees of the board passed
under any repealed by-law shall continue to be good and valid except to the
extent inconsistent with this by-law and until amended or repealed.
PASSED BY THE BOARD THE 8TH DAY OF FEBRUARY, 1984.
