EXHIBIT 3.2
REGISTERED AND RECORDS OFFICE AGREEMENT
THIS AGREEMENT is made September 1, 2004.
BETWEEN:
CALIOPE NETWORKS (CANADA) INCORPORATED,
a Company incorporated under the laws of the Province of British Columbia
(the "Company")
AND:
XXXXX XXXXXXXXX, Barristers and Solicitors, of
000-0000 Xxx Xxx Xxxxxx, Xxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0
(the "Firm")
WHEREAS the Business Corporations Act (British Columbia) (the "Act") requires
the Company to maintain a registered office and a records office in British
Columbia (the "Registered Office" and "Records Office" respectively) and keep
certain records, documents, statements, instruments and registers of the Company
(collectively the "Records") available for inspection and copying by certain
persons;
The Company and the Firm agree as follows:
(1)
The Company appoints the Firm and the Firm agrees to act as the Company's Firm
to maintain the Company's Records Office at such locations as the Firm may from
time to time determine, and to:
(a) provide facilities for storage, examination and copying of
Records;
(b) provide personnel to supervise examination of Records;
(c) compile and maintain Records required by the Act (to the extent
that the Company furnishes the Firm with documents, instructions and
information); and
(d) take adequate precautions in preparing and keeping the Records so
as to keep the Records in a complete state and to avoid loss, mutilation or
destruction of, or falsification of entries in, and provide simple,
reliable and prompt access to, the Records.
(2)
The Firm will permit access to and furnish copies of the Records to the extent
and to such persons as provided in the Act, to any director of the Company and
any persons specified by any officer or director or other authorized employee of
the Company and to personnel of the Firm. In determining whether a person is a
director, officer, auditor, member,
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creditor, liquidator or receiver-manager of the Company, the Firm may rely on
the Records and such identifications as the Firm considers adequate.
(3)
The Company appoints the Firm and the Firm agrees to act as the Company's Firm
to maintain the Company's Registered Office at such location as the Firm may
from time to time determine.
(4)
The Company will provide the Firm with a current mailing address and telephone
number at all times. If documents are served on the Company via the Firm, the
Firm will attempt to contact the Company and seek instructions. If the Company
has failed to provide the Firm with its current address, the Firm will not be
obliged to make any further effort to locate the Company or any officer or
director of the Company or to seek instructions.
(5)
The Company will provide the Firm promptly with all documents and information
requested by the Firm and all necessary instructions. The Firm may rely on these
and will not be responsible or liable for any error or omission in the Records.
If Records are lost or damaged, the Firm's liability will be limited to actual
costs of reconstruction or repair of those Records. The Company will indemnify
the Firm and its employees from all liability, damages, expenses, actions,
claims and demands whatsoever which they may suffer or incur related in any way
to services contemplated by this Agreement.
(6)
The Company will pay the Firm a set-up fee, annual fee, disbursements reasonably
incurred and reasonable charges for services beyond those normally required for
these purposes, and assigns to the Firm all examination and copying fees,
determined by the Firm, collected by the Firm as Records Office.
(7)
This Agreement may be terminated by the Company or the Firm on seven days'
written notice to the other.
(8)
On termination the Company will deliver to the Firm a directors' resolution
changing the location of the Records Office and Registered Office, and the
necessary authority to file a notice of change of address.
(9)
All obligations and responsibilities of the Firm under this Agreement cease on
termination of this Agreement.
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(10)
This Agreement will inure to the benefit of and be binding upon successors and
assigns of each of the parties.
S (CANADA) INCORPORATD
\s\CALIOPE NETWORKS, INC.
---------------------------
\s\XXXXX XXXXXXXXX
-------------------
Xxxxx Xxxxxxxxx, Barristers and Solicitors, Victoria, B.C.
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INCORPORATION AGREEMENT
CALIOPE NETWORKS (CANADA) INCORPORATED
I propose to form a company under the Business Corporations Act (British
Columbia).
I agree to take the number of shares in the company set out opposite my name.
Number and kind of
Full name and signature of shares being taken
incorporator: Date of Signing by incorporator
----------------------------------- ----------------- ------------------
1 common share
/s/ Xxxx Xxxxxxx Xxxxxxxxx, Q.C. August 25, 2004 without par value
----------------------------------- --------------- -------------------
XXXX XXXXXXX XXXXXXXXX, Q.C.
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CALIOPE NETWORKS (CANADA) INCORPORATED (the "Company")
The incorporator adopts as the articles of the Company, the articles as set out
in Table 1 of the Business Corporations Act which are attached to this
incorporation agreement.
The Company has as its articles Table 1 with the following addition: "Any
regulation that amends Table 1 will not effect a corresponding alteration to the
articles of the Company."
Full name and signature of incorporator
/s/ Xxxx Xxxxxxx Xxxxxxxxx, Q.C.
------------------------------------
Xxxx Xxxxxxx Xxxxxxxxx, Q.C.
Date of signing: August 25, 2004
XXXX XXXXXXX XXXXXXXXX, Q.C.
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Table 1
Articles
CALIOPE NETWORKS (CANADA) INCORPORATED
(the "Company")
Incorporation no. BCOJ02679
PART 1 - INTERPRETATION
--------------------------
DEFINITIONS
1.1 Without limiting Article 1.2, in these articles, unless the context requires
otherwise:
"adjourned meeting" means the meeting to which a meeting is adjourned under
Article 8.6 or 8.10;
"board" and "directors" mean the directors or sole director of the Company for
the time being;
"Business Corporations Act" means the Business Corporations Act, S.B.C. 2002,
c.57, and includes its regulations;
"Interpretation Act" means the Interpretation Act, R.S.B.C. 1996, c. 238;
"trustee", in relation to a shareholder, means the personal or other legal
representative of the shareholder, and includes a trustee in bankruptcy of the
shareholder.
BUSINESS CORPORATIONS ACT DEFINITIONS APPLY
1.2 The definitions in the Business Corporations Act apply to these articles.
INTERPRETATION ACT APPLIES
1.3 The Interpretation Act applies to the interpretation of these articles as if
these articles were an enactment.
CONFLICT IN DEFINITIONS
1.4 If there is a conflict between a definition in the Business Corporations Act
and a definition or rule in the Interpretation Act relating to a term used in
these articles, the definition in the Business Corporations Act will prevail in
relation to the use of the term in these articles.
CONFLICT BETWEEN ARTICLES AND LEGISLATION
1.5 If there is a conflict between these articles and the Business Corporations
Act, the Business Corporations Act will prevail.
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PART 2 - SHARES AND SHARE CERTIFICATES
--------------------------------------------
FORM OF SHARE CERTIFICATE
2.1 Each share certificate issued by the Company must comply with, and be signed
as required by, the Business Corporations Act.
RIGHT TO SHARE CERTIFICATE
2.2 Each shareholder is entitled, without charge, to one certificate
representing the share or shares of each class or series of shares held by the
shareholder.
SENDING OF SHARE CERTIFICATE
2.3 Any share certificate to which a shareholder is entitled may be sent to the
shareholder by mail and neither the Company nor any agent is liable for any loss
to the shareholder because the certificate sent is lost in the mail or stolen.
REPLACEMENT OF WORN OUT OR DEFACED CERTIFICATE
2.4 If the directors are satisfied that a share certificate is worn out or
defaced, they must, on production to them of the certificate and on such other
terms, if any, as they think fit,
(a) order the certificate to be cancelled, and
(b) issue a replacement share certificate.
REPLACEMENT OF LOST, STOLEN OR DESTROYED CERTIFICATE
2.5 If a share certificate is lost, stolen or destroyed, a replacement share
certificate must be issued to the person entitled to that certificate if the
directors receive
(a) proof satisfactory to them that the certificate is lost, stolen or
destroyed, and
(b) any indenmity the directors consider adequate.
SPLITTING SHARE CERTIFICATES
2.6 If a shareholder surrenders a share certificate to the Company with a
written request that the Company issue in the shareholder's name 2 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 must cancel the surrendered certificate and issue
replacement share certificates in accordance with that request.
PART 3 - ISSUE OF SHARES
-----------------------------
DIRECTORS AUTHORIZED TO ISSUE SHARES
3.1 The directors may, subject to the rights of the holders of the issued shares
of the Company, issue,
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allot, sell, grant options on or otherwise dispose of the unissued shares, and
issued shares held by the Company, at the times, to the persons, including
directors, in the manner, on the terms and conditions and for the issue prices
that the directors, in their absolute discretion, may determine.
COMPANY NEED NOT RECOGNIZE UNREGISTERED INTERESTS
3.2 Except as required by law or these articles, the Company need not recognize
or provide for any person's interests in or rights to a share unless that person
is the shareholder of the share.
PART 4 - SHARE TRANSFERS
----------------------------
RECORDING OR REGISTERING TRANSFER
4.1 A transfer of a share of the Company must not be registered
(a) unless a duly signed instrument of transfer in respect of the share has been
received by the Company and the certificate representing the share to be
transferred has been surrendered and cancelled, or
(b) if no certificate has been issued by the Company in respect of the share,
unless a duly signed instrument of transfer in respect of the share has been
received by the Company.
FORM OF INSTRUMENT OF TRANSFER
4.2 The instrument of transfer in respect of any share of the Company must be
either in the form, if any, on the back of the Company's share certificates or
in any other form that may be approved by the directors from time to time.
SIGNING OF INSTRUMENT OF TRANSFER
4.3 If a shareholder, or his or her duly authorized attorney, signs an
instrument of transfer in respect of shares registered in the name of the
shareholder, the signed instrument of transfer constitutes a complete and
sufficient authority to the Company and its directors, officers and agents to
register the number of shares specified in the instrument of transfer, or, if no
number is specified, all the shares represented by share certificates deposited
with the instrument of transfer,
(a) in the name of the person named as transferee in that instrument of
transfer, or
(b) if no person is named as transferee in that instrument of transfer, in the
name of the person on whose behalf the share certificate is deposited for the
pUIpose of having the transfer registered.
TRANSFER FEE
4.4 There must be paid to the Company, in relation to the registration of any
transfer, the amount determined by the directors.
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------
PART 5 - PURCHASE OF SHARES
--------------------------------
COMPANY AUTHORIZED TO PURCHASE SHARES
5.1 Subject to the special rights and restrictions attached to any class or
series of shares, the Company may, if it is authorized to do so by the
directors, purchase or otherwise acquire any of its shares.
PART 6 - BORROWING POWERS
-----------------------------
POWERS OF DIRECTORS
6.1 The directors may from time to time on behalf of the Company
(a) borrow money in the manner and amount, on the security, from the sources and
on the terms and conditions that they consider appropriate,
(b) issue bonds, debentures and other debt obligations either outright or as
security for any liability or obligation of the
Company or any other person,
(c) guarantee the repayment of money by any other person or the performance of
any obligation of any other person, and
(d) mortgage or charge, whether by way of specific or floating charge, or give
other security on the whole or any part of the present and future undertaking of
the Company.
PART 7 - GENERAL MEETINGS
-----------------------------
ANNUAL GENERAL MEETINGS
7.1 Unless an annual general meeting is deferred or waived in accordance with
section 182 (2) (a) or (c) of the Business Corporations Act, the Company must
hold its first annual general meeting within 18 months after the date on which
it was incorporated or otherwise recognized, and after that must hold an annual
general meeting at least once in each calendar year and not more than 15 months
after the last annual general meeting.
WHEN ANNUAL GENERAL MEETING IS DEEMED TO HAVE BEEN HELD
7.2 If all of the shareholders who are entitled to vote at an annual general
meeting consent by a unanimous resolution under section 182 (2) (b) of the
Business Corporations Act to all of the business that is required to be
transacted at that annual general meeting, the annual general meeting is deemed
to have been held on the date selected, under section 182 (3) of the Business
Corporations Act, in the unanimous resolution.
CALLING OF SHAREHOLDER MEETINGS
7.3 The directors may, whenever they think fit, call a meeting of shareholders.
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SPECIAL BUSINESS
7.4 If a meeting of shareholders is to consider special business within the
meaning of Article 8.1, the notice of meeting must
(a) state the general nature of the special business, and
(b) if the special business includes considering, approving, ratifying, adopting
or authorizing any document or the signing of or giving of effect to any
document, have attached to it a copy of the document or state that a copy of the
document will be available for inspection by shareholders
(i) at the Company's records office, or at such other reasonably accessible
location in British Columbia as is specified by the notice, and
(ii) during statutory business hours on anyone or more specified days before the
day set for the holding of the
meeting.
PART 8 - PROCEEDINGS AT MEETINGS OF SHAREHOLDERS
-------------------------------------------------------
SPECIAL BUSINESS
8.1 At a meeting of shareholders, the following business is special business:
(a) at a meeting of shareholders that is not an annual general meeting, all
business is special business except business
relating to the conduct of or voting at the meeting;
(b) at an annual general meeting, all business is special business except for
the following:
(i) business relating to the conduct of, or voting at, the meeting;
(ii) consideration of any financial statements of the Company presented to the
meeting;
(iii) consideration of any reports of the directors or auditor;
(iv) the setting or changing of the number of directors;
(v) the election or appointment of directors;
(vi) the appointment of an auditor,
(vii) the setting of the remuneration of an auditor;
(viii) business arising out of a report of the directors not requiring the
passing of a special resolution or an exceptional resolution.
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QUORUM
8.2 Subject to the special rights and restrictions attached to the shares of any
class or series of shares, the quorum for the transaction of business at a
meeting of shareholders is 2 persons who are, or who represent by proxy,
shareholders who, in the aggregate, hold at least 1/20 of the issued shares
entitled to be voted at the meeting.
ONE SHAREHOLDER MAY CONSTITUTE QUORUM
8.3 If there is only one shareholder entitled to vote at a meeting of
shareholders,
(a) the quorum is one person who is, or who represents by proxy, that
shareholder, and
(b) that shareholder, present in person or by proxy, may constitute the meeting.
OTHER PERSONS MAY ATTEND
8.4 The directors, the president, if any, the secretary, if any, and any lawyer
or auditor for the Company are entitled to attend any meeting of shareholders,
but if any of those persons does attend a meeting of shareholders, that person
is not to be counted in the quorum, and is not entitled to vote at the meeting,
unless that person is a shareholder or proxy holder entitled to vote at the
meeting.
REQUIREMENT OF QUORUM
8.5 No business, other than the election of a chair of the meeting and the
adjournment of the meeting, may be transacted at any meeting of shareholders
unless a quorum of shareholders entitled to vote is present at the commencement
of the meeting.
LACK OF QUORUM
8.6 If, within 1/2 hour trom the time set for the holding of a meeting of
shareholders, a quorum is not present,
(a) in the case of a general meeting convened by requisition of shareholders,
the meeting is dissolved, and
(b) in the case of any other meeting of shareholders, the meeting stands
adjourned to the same day in the next week at the
same time and place.
LACK OF QUORUM AT SUCCEEDING MEETING
8.7 If, at the meeting to which the first meeting referred to in Article 8.6 was
adjourned, a quorum is not present within 1/2 hour fTom the time set for the
holding of the meeting, the persons present and being, or representing by proxy,
shareholders entitled to attend and vote at the meeting constitute a quorum.
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CHAIR
8.8 The following individual is entitled to preside as chair at a meeting of
shareholders:
(a) the chair of the board, if any;
(b) if the chair of the board is absent or unwilling to act as chair of the
meeting, the president, if any.
ALTERNATE CHAIR
8.9 If, at any meeting of shareholders, there is no chair of the board or
president present within 15 minutes after the time set for holding the meeting,
or if the chair of the board and the president are unwilling to ad as chair of
the meeting, or if the chair of the board and the president have advised the
secretary, if any, or any director present at the meeting, that they will not be
present at the meeting, the directors present must choose one of their number to
be chair of the meeting or if all of the directors present decline to take the
chair or fail to so choose or if no director is present, the shareholders
present in person or by proxy must choose any person present at the meeting to
chair the meeting.
ADJOURNMENTS
8.10 The chair of a meeting of shareholders may, and if so directed by the
meeting must, adjourn the meeting from time to time and from place to place, but
no business may be transacted at any adjourned meeting other than the business
left unfinished at the meeting from which the adjournment took place.
NOTICE OF ADJOURNED MEETING
8.11 It is not necessary to give any notice of an adjourned meeting or of the
business to be transacted at an adjourned meeting of shareholders except that,
when a meeting is adjourned for 30 days or more, notice of the adjourned meeting
must be given as in the case of the original meeting.
MOTION NEED NOT BE SECONDED
8.12 No motion proposed at a meeting of shareholders need be seconded unless the
chair of the meeting rules otherwise, and the chair of any meeting of
shareholders is entitled to propose or second a motion.
MANNER OF TAKING A POLL
8.13 Subject to Article 8.14, if a poll is duly demanded at a meeting of
shareholders,
(a) the poll must be taken
(i) at the meeting, or within 7 days after the date of the meeting, as the chair
of the meeting directs, and
(ii) in the manner, at the time and at the place that the chair of the meeting
directs,
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(b) the result of the poll is deemed to be a resolution of and passed at the
meeting at which the poll is demanded, and
(c) the demand for the poll may be withdrawn.
DEMAND FOR A POLL ON ADJOURNMENT
8.14 A poll demanded at a meeting of shareholders on a question of adjournment
must be taken immediately at the meeting.
DEMAND FOR A POLL NOT TO PREVENT CONTINUATION OF MEETING
8.15 The demand for a poll at a meeting of shareholders does not, unless the
chair of the meeting so rules, prevent the continuation of a meeting for the
transaction of any business other than the question on which a poll has been
demanded.
POLL NOT AVAILABLE IN RESPECT OF ELECTION OF CHAIR
8.16 No poll may be demanded in respect of the vote by which a chair of a
meeting of shareholders is elected.
CASTING OF VOTES ON POLL
8.17 On a poll, a shareholder entitled to more than one vote need not cast all
the votes in the same way.
CHAIR MUST RESOLVE DISPUTE
8.18 In the case of any dispute as to the admission or rejection of a vote given
on a poll, the chair of the meeting must determine the same, and his or her
determination made in good faith is fmal and conclusive.
CHAIR HAS NO SECOND VOTE
8.19 In case of an equality of votes, the chair of a meeting of shareholders
does 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 the chair may be entitled as a
shareholder.
DECLARATION OF RESULT
8.20 The chair of a meeting of shareholders must declare to the meeting the
decision on every question in accordance with the result of the show of hands or
the poll, as the case may be, and that decision must be entered in the minutes
of the meeting.
PART 9 - VOTES OF SHAREHOLDERS
-----------------------------------
VOTING RIGHTS
9.1 Subject to any special rights or restrictions attached to any shares and to
the restrictions imposed
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on joint registered holders of shares under Article 9.3,
(a) on a vote by show of hands, every person present who is a shareholder or
proxy holder and entitled to vote at the meeting has one vote, and
(b) on a poll, every shareholder entitled to vote has one vote in respect of
each share held by that shareholder that xxxxxx the
right to vote on that poll and may exercise that vote either in person or by
proxy.
TRUSTEE OF SHAREHOLDER MAY VOTE
9.2 A person who is not a shareholder may vote on a resolution at a meeting of
shareholders, whether on a show of hands or on a poll, and may appoint a proxy
holder to act at the meeting in relation to that resolution, if, before doing
so, the person satisfies the chair of the meeting at which the resolution is to
be considered, or the directors, that the person is a trustee for a shareholder
who is entitled to vote on the resolution.
VOTES BY JOINT SHAREHOLDERS
9.3 If there are joint shareholders registered in respect of any share,
(a) anyone of the joint shareholders may vote at any meeting, either personally
or by proxy, in respect of the share as if that joint shareholder were solely
entitled to it, or
(b) if more than one of the joint shareholders is present at any meeting,
personally or by proxy, the joint shareholder present whose name stands first on
the central securities register in respect of the share is alone entitled to
vote in respect of that share.
TRUSTEES AS JOINT SHAREHOLDERS
9.4 Two or more trustees of a shareholder in whose sole name any share is
registered are, for the purposes of Article 9.3, deemed to be joint
shareholders.
REPRESENTATIVE OF A CORPORATE SHAREHOLDER
9.5 If a corporation that is not a subsidiary of the Company is a shareholder,
that corporation may appoint a person to act as its representative at any
meeting of shareholders of the Company, and,
(a) for that purpose, the instrument appointing a representative must
(i) be received at the registered office of the Company or at any other place
specified, in the notice calling the meeting, for the receipt of proxies, at
least 2 business days before the day set for the holding of the meeting, or
(ii) be provided, at the meeting, to the chair of the meeting, and
(b) if a representative is appointed under this Article,
(i) the representative is entitled to exercise in respect of and at that meeting
the same rights on behalf
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of the corporation that the representative represents as that corporation could
exercise if it were a shareholder who is an individual, including, without
limitation, the right to appoint a proxy holder, and
(ii) the representative, if present at the meeting, is to be counted for the
purpose of forming a quorum and is deemed to be a shareholder present in person
at the meeting.
PROXY PROVISIONS DO NOT APPLY TO ALL COMPANIES
9.6 Articles 9.7 to 9.13 do not apply to the Company if and for so long as it is
a public company or a pre-existing reporting
company.
APPOINTMENT OF PROXY HOLDER
9.7 Every shareholder of the Company, including a corporation that is a
shareholder but not a subsidiary of the Company, entitled to vote at a meeting
of shareholders of the Company may, by proxy, appoint a proxy holder to attend
and act at the meeting in the manner, to the extent and with the powers
conferred by the proxy.
ALTERNATE PROXY HOLDERS
9.8 A shareholder may appoint one or more alternate proxy holders to act in the
place of an absent proxy holder.
WHEN PROXY HOLDER NEED NOT BE SHAREHOLDER
9.9 A person must not be appointed as a proxy holder unless the person is a
shareholder, although a person who is not a shareholder may be appointed as a
proxy holder if
(a) the person appointing the proxy holder is a corporation or a representative
of a corporation appointed under Article 9.5,
(b) the Company has at the time of the meeting for which the proxy holder is to
be appointed only one shareholder entitled to vote at the meeting, or
(c) the shareholders present in person or by proxy at and entitled to vote at
the meeting for which the proxy holder is to be appointed, by a resolution on
which the proxy holder is not entitled to vote but in respect of which the proxy
holder is to be counted in the quorum, permit the proxy holder to attend and
vote at the meeting.
FORM OF PROXY
9.10 A proxy, whether for a specified meeting or otherwise, must be either in
the following form or in any other form approved by the directors or the chair
of the meeting:
(Name of Company)
The undersigned, being a shareholder of the above named Company, hereby appoints
, or, failing that
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person, ( ), as proxy holder for the undersigned to attend, act and vote for and
on behalf of the undersigned
at the meeting of shareholders to be held on the ( ) day of ( ), and at any
adjournment of that meeting.
Signed this ( ) day of ( ), ( )
---------------------------------------
Signature of shareholder
PROVISION OF PROXIES
9.11 A proxy for a meeting of shareholders must
(a) be received at the registered office of the Company or at any other place
specified, in the notice calling the meeting, for the receipt of proxies, at
least the number of business days specified in the notice, or if no number of
days is specified, 2 business days, before the day set for the holding of the
meeting, or
(b) unless the notice provides otherwise, be provided, at the meeting, to the
chair of the meeting.
REVOCATION OF PROXIES
9.12 Subject to Article 9.13, every proxy may be revoked by an instrument in
writing that is
(a) received at the registered office of the Company at any time up to and
including the last business day before the day set for the holding of the
meeting at which the proxy is to be used, or
(b) provided at the meeting to the chair of the meeting.
REVOCATION OF PROXIES MUST BE SIGNED
9.13 An instrument referred to in Article 9.12 must be signed as follows:
(a) if the shareholder for whom the proxy holder is appointed is an individual,
the instrument must be signed by the shareholder or his or her trustee;
(b) if the shareholder for whom the proxy holder is appointed is a corporation,
the instrument must be signed by the corporation or by a representative
appointed for the corporation under Article 9.5.
VALIDITY OF PROXY VOTES
9.14 A vote given in accordance with the terms of a proxy is valid despite the
death or incapacitY of the shareholder giving the proxy and despite the
revocation of the proxy or the revocation of the authoritY under which the proxy
is given, unless notice in writing of that death, incapacitY or revocation is
received
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(a) at the registered office of the Company, at any time up to and including the
last business day before the day set for the holding of the meeting at which the
proxy is to be used, or
(b) by the chair of the meeting, before the vote is taken.
PRODUCTION OF EVIDENCE OF AUTHORITY TO VOTE
9.15 The chair of any meeting of shareholders may, but need not, inquire into
the authoritY of any person to vote at the meeting and may, but need not, demand
from that person production of evidence as to the existence of the authoritY to
vote.
PART 10 - ELECTION AND REMOVAL OF DIRECTORS
--------------------------------------------------
NUMBER OF DIRECTORS
10.1 The Company must have a board of directors consisting of
(a) subject to paragraph (b), the number of directors that is equal to the
number of the Company's first directors, or
(b) the number of directors set by ordinary resolution of the shareholders.
CHANGE IN NUMBER OF DIRECTORS
10.2 If the number of directors is changed by the shareholders under Article
10.1 (b),
(a) the change is effective whether or not previous notice of the resolution was
given, and
(b) the shareholders may elect, or appoint by ordinary resolution, the directors
needed to fill any vacancies in the board of
directors that result from that change.
ELECTION OF DIRECTORS
10.3 At every annual general meeting,
(a) the shareholders entitled to vote at the annual general meeting for the
election or appointment of directors must elect or appoint a board of directors
consisting of the number of directors for the time being required under these
articles, and
(b) all the directors cease to hold office immediately before the election or
appointment of directors under paragraph (a), but are eligible for re-election
or reappointment.
FAILURE TO ELECT OR APPOINT DIRECTORS
10.4 If the Company fails to hold an annual general meeting in accordance with
the Business Corporations Act or fails, at an annual general meeting, to elect
or appoint any directors, the directors then in office continue to hold office
until the earlier of
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(a) the date on which the failure is remedied, and
(b) the date on which they otherwise cease to hold office under the Business
Corporations Act or these articles.
ADDITIONAL DIRECTORS
10.5 Despite Articles 10.1 and 10.2, the directors may appoint one or more
additional directors, but the number of additional directors appointed under
this Article must not at any time exceed
(a) 1/3 of the number of first directors, if, at the time of the appointments,
one or more of the first directors have not yet completed their first term of
office, or
(b) in any other case, 1/3 of the number of the current directors who were
elected or appointed as directors other than under this Article.
DIRECTORS' ACTS VALID DESPITE VACANCY
10.6 An act or proceeding of the directors is not invalid merely because fewer
than the number of directors required by Article 10.1 are in office.
PART 11- PROCEEDINGS OF DIRECTORS
-------------------------------------
MEETINGS OF DIRECTORS
11.1 The directors may meet together for the conduct of business, adjourn and
otherwise regulate their meetings as they think fit, and meetings of the board
held at regular intervals may be held at the place, at the time and on the
notice, if any, that the board may by resolution from time to time determine.
CHAIR OF MEETINGS
11.2 Meetings of directors are to be chaired by
(a) the chair of the board, if any,
(b) in the absence of the chair of the board, the president, if any, if the
president is a director, or
(c) any other director chosen by the directors if
(i) neither the chair of the board nor the president, if a director, is present
at the meeting within IS minutes after the time set for holding the meeting,
(ii) neither the chair of the board nor the president, if a director, is willing
to chair the meeting, or
(iii) the chair of the board and the president, if a director, have advised the
secretary, if any, or any other director, that they will not be present at the
meeting.
18
VOTING AT MEETINGS
11.3 Questions arising at any meeting of directors are to be decided by a
majority of votes and, in the case of an equality of votes, the chair of the
meeting does not have a second or casting vote.
WHO MAY CALL EXTRAORDINARY MEETINGS
11.4 A director may, and the secretary, if any, on request of a director must,
call a meeting of the board at any time.
NOTICE OF EXTRAORDINARY MEETINGS
11.5 Subject to Articles 11.6 and 11.7, if a meeting of the board is called
under Article 11.4, reasonable notice of that meeting, specifying the place,
date and time of that meeting, must be given to each of the directors
(a) by mail addressed to the director's address as it appears on the books of
the Company or to any other address provided to the Company by the director for
this purpose,
(b) by leaving it at the director's prescribed address or at any other address
provided to the Company by the director for this purpose, or
(c) orally, by delivery of written notice or by telephone, voice mail, e-mail,
fax or any other method oflegibly transmitting messages.
WHEN NOTICE NOT REQUIRED
11.6 It is not necessary to give notice of a meeting of the directors to a
director if
(a) the meeting is to be held immediately following a meeting of shareholders at
which that director was elected or appointed or is the meeting of the directors
at which that director is appointed, or
(b) the director has filed a waiver under Article 11.8.
MEETING VALID DESPITE FAILURE TO GIVE NOTICE
11.7 The accidental omission to give notice of any meeting of directors to any
director, or the non-receipt of any notice by any director, does not invalidate
any proceedings at that meeting.
WAIVER OF NOTICE OF MEETINGS
11.8 Any director may file with the Company a document signed by the director
waiving notice of any past, present or future meeting of the directors and may
at any time withdraw that waiver with respect to meetings of the directors held
after that withdrawal.
EFFECT OF WAIVER
11.9 After a director files a waiver under Article 11.8 with respect to future
meetings of the directors, and until that waiver is withdrawn, notice of any
meeting of the directors need not be
19
given to that director unless the director otherwise requires in writing to the
Company.
QUORUM
11.10 The quorum necessary for the transaction of the business of the directors
may be set by the directors and, if not so set, is a majority of the directors.
IF ONLY ONE DIRECTOR
11.11 If, in accordance with Article 10.1, the number of directors is one, the
quorum necessary for the transaction of the business of the directors is one
director, and that director may constitute a meeting.
PART 12 - COMMITTEES OF DIRECTORS
--------------------------------------
APPOINTMENT OF COMMITTEES
12.1 The directors may, by resolution,
(a) appoint one or more committees consisting of the director or directors that
they consider appropriate,
(b) delegate to a committee appointed under paragraph (a) any of the directors'
powers, except
(i) the power to fill vacancies in the board,
(ii) the power to change the membership of, or fill vacancies in, any committee
of the board, and
(iii) the power to appoint or remove officers appointed by the board, and
(c) make any delegation referred to in paragraph (b) subject to the conditions
set out in the resolution.
OBLIGATIONS OF COMMITTEE
12.2 Any committee formed under Article 12.1, in the exercise of the powers
delegated to it, must
(a) conform to any rules that may from time to time be imposed on it by the
directors, and
(b) report every act or thing done in exercise of those powers to the earliest
meeting of the directors to be held after the act
or thing has been done.
POWERS OF BOARD
12.3 The board may, at any time,
(a) revoke the authority given to a committee, or override a decision made by a
committee, except as to acts done before such revocation or overriding,
20
(b) terminate the appointment of, or change the membership of, a committee, and
(c) fill vacancies in a committee.
COMMITTEE MEETINGS
12.4 Subject to Article 12.2 (a),
(a) the members of a directors' committee may meet and adjourn as they think
proper,
(b) a directors' committee may elect a chair of its meetings but, if no chair of
the meeting is elected, or if at any meeting the chair of the meeting is not
present within 15 minutes after the time set for holding the meeting, the
directors present who are members of the committee may choose one of their
number to chair the meeting,
(c) a majority of the members of a directors' committee constitutes a quorum of
the committee, and
(d) questions arising at any meeting of a directors' committee are determined by
a majority of votes of the members present, and in case of an equality of votes,
the chair of the meeting has no second or casting vote.
PART 13 - OFFICERS
---------------------
APPOINTMENT OF OFFICERS
13.1 The board may, from time to time, appoint a president, secretary or any
other officers that it considers necessary, and none of the individuals
appointed as officers need be a member of the board.
FUNCTIONS, DUTIES AND POWERS OF OFFICERS
13.2 The board may, for each officer,
(a) determine the functions and duties the officer is to perform,
(b) entrust to and confer on the officer any of the powers exercisable by the
directors on such terms and conditions and with such restrictions as the
directors think fit, and
(c) from time to time revoke, withdraw, alter or vary all or any of the
functions, duties and powers of the officer.
REMUNERATION
13.3 All appointments of officers are to be made on the terms and conditions and
at the remuneration (whether by way of salary,
fee, commission, participation in profits or otherwise) that the board thinks
fit and are subject to termination at the pleasure of the
board.
21
PART 14 - DISCLOSURE OF INTEREST OF DIRECTORS
----------------------------------------------------
OTHER OFFICE OF DIRECTOR
14.1 A director may hold any office or place of profit with the Company (other
than the office of auditor of the Company) in addition to his or her office of
director for the period and on the terms (as to remuneration or otherwise) that
the directors may determine.
NO DISQUALIFICATION
14.2 No director or intended director is disqualified by his or her office from
contracting with the Company either with regard to the holding of any office or
place of profit the director holds with the Company or as vendor, purchaser or
otherwise.
PROFESSIONAL SERVICES BY DIRECTOR OR OFFICER
14.3 Subject to compliance with the provisions of the Business Corporations Act,
a director or officer of the Company, or any corporation or firm in which that
individual has an interest, may act in a professional capacity for the Company,
except as auditor of the Company, and the director or officer or such
corporation or firm is entitled to remuneration for professional services as if
that individual were not a director or officer.
ACCOUNTABILITY
14.4 A director or officer may be or become a director, officer or employee of,
or may otherwise be or become interested in, any
corporation, firm or entity in which the Company may be interested as a
shareholder or otherwise, and, subject to compliance with the provisions of the
Business Corporations Act, the director or officer is not accountable to the
Company for any remuneration or other benefits received by him or her as
director, officer or employee of, or from his or her interest in, such other
corporation, firm or entity.
PART 15 - INDEMNIFICATION
----------------------------
INDEMNIFICATION OF DIRECTORS
15.1 The directors must cause the Company to indemnify its directors and former
directors, and their respective heirs and personal or other legal
representatives to the greatest extent permitted by Division 5 of Part 5 of the
Business Corporations Act.
DEEMED CONTRACT
15.2 Each director is deemed to have contracted with the Company on the terms of
the indemnity referred to in Article 15.1.
22
PART 16 - DIVIDENDS
----------------------
DECLARATION OF DIVIDENDS
16.1 Subject to the rights, if any, of shareholders holding shares with special
rights as to dividends, the directors may from time to
time declare and authorize payment of any dividends the directors consider
appropriate.
NO NOTICE REQUIRED
16.2 The directors need not give notice to any shareholder of any declaration
under Article 16.1.
DIRECTORS MAY DETERMINE WHEN DIVIDEND PAYABLE
16.3 Any dividend declared by the directors may be made payable on such date as
is fixed by the directors.
DIVIDENDS TO BE PAID IN ACCORDANCE WITH NUMBER OF SHARES
16.4 Subject to the rights of shareholders, if any, holding shares with special
rights as to dividends, all dividends on shares of any class or series of shares
must be declared and paid according to the number of such shares held.
MANNER OF PAYING DIVIDEND
16.5 A resolution declaring a dividend may direct payment of the dividend wholly
or partly by the distribution of specific assets or of paid up shares or
fractional shares, bonds, debentures or other debt obligations of the Company,
or in anyone or more of those ways, and, if any difficulty arises in regard to
the distribution, the directors may settle the difficulty as they consider
expedient, and, in particular, may set the value for distribution of specific
assets.
DIVIDEND BEARS NO INTEREST
16.6 No dividend bears interest against the Company.
FRACTIONAL DIVIDENDS
16.7 If a dividend to which a shareholder is entitled includes a fraction of the
smallest monetary unit of the currency of the dividend, that fraction may be
disregarded in making payment of the dividend and that payment represents full
payment of the dividend.
PAYMENT OF DIVIDENDS
16.8 Any dividend or other distribution payable in cash in respect of shares may
be paid by cheque, made payable to the order of the person to whom it is sent,
and mailed
(a) subject to paragraphs (b) and (c), to the address of the shareholder,
(b) subject to paragraph (c), in the case of joint shareholders, to the address
of the joint shareholder
23
whose name stands first on the central securities register in respect of the
shares, or
(c) to the person and to the address as the shareholder or joint shareholders
may direct in writing.
RECEIPT BY JOINT SHAREHOLDERS
16.9 If several persons are joint shareholders of any share, anyone of them may
give an effective receipt for any dividend, bonus
or other money payable in respect of the share.
PART 17 - ACCOUNTING RECORDS
--------------------------------
RECORDING OF FINANCIAL AFFAIRS
17.1 The board must cause adequate accounting records to be kept to record
properly the financial affairs and condition of the Company and to comply with
the provisions of the Business Corporations Act.
PART 18 - EXECUTION OF INSTRUMENTS UNDER SEAL
----------------------------------------------------
WHO MAY ATTEST SEAL
18.1 The Company's seal, if any, must not be impressed on any record except when
that impression is attested by the signature or signatures of
(a) any 2 directors,
(b) any officer, together with any director,
(c) if the Company only has one director, that director, or
(d) anyone or more directors or officers or persons as may be determined by
resolution of the directors.
SEALING COPIES
18.2 For the purpose of certifying under seal a true copy of any resolution or
oilier document, the seal must be impressed on that copy and, despite Article
18.1, may be attested by the signature of any director or officer.
PART 19 - NOTICES
--------------------
NOTICE TO JOINT SHAREHOLDERS
19.1 A notice, statement, report or other record may be provided by the Company
to the joint registered shareholders of a share by providing the notice to the
joint registered shareholder whose name stands first on the central securities
register in respect of the share.
24
NOTICE TO TRUSTEES
19.2 If a person becomes entitled to a share as a result of the death,
bankruptcy or incapacity of a shareholder, the Company may provide a notice,
statement, report or other record to that person by
(a) mailing the record, addressed to that person
(i) by name, by the title of representative of the deceased or incapacitated
shareholder, by the title of trustee of the bankrupt shareholder or by any
similar description, and
(ii) at the address, if any, supplied to the Company for that purpose by the
person claiming to be so entitled, or
(b) if an address referred to in paragraph (a) (ii) has not been supplied to the
Company, by giving the notice in a manner in which it might have been given if
the death, bankruptcy or incapacity had not occurred.
PART 20 - RESTRICTION ON SHARE TRANSFER
---------------------------------------------
APPLICATION
20.1 Article 20.2 does not apply to the Company if and for so long as it is a
public company or a pre-existing reporting company
CONSENT REQUIRED FOR TRANSFER
20.2 No shares may be sold, transferred or otherwise disposed of without the
consent of the directors and the directors are not required to give any reason
for refusing to consent to any such sale, transfer or other disposition.
25
[GRAPHIC OMITED]
[GRAPHIC OMITED]
BRITISH COLUMBIA
Ministry of Finance Corporate and Personal Property Registries
Number: 8C0702679
CERTIFICATE OF
CHANGE OF NAME
BUSINESS CORPORATIONS ACT
I Hereby Certify that CALIOPE NETWORKS (CANADA) INCORPORATED changed its name to
FREE DA CONNECTION SERVICES, INCORPORATED on November 15, 2004, at 10:59 AM
Pacific Time.
[GRAPHIC OMITED]
[GRAPHIC OMITED]
Issued under my hand at Victoria, British Columbia On November 15, 2004
[GRAPHIC OMITED]
[GRAPHIC OMITED]
\s\ Xxxx X. Xxxxxx
----------------------
XXXX X. XXXXXX
Registrar of Companies
Province of British Columbia
Canada
1
[GRAPHIC OMITED]
[GRAPHIC OMITED]
BRITISH COLUMBIA
Ministry of Finance Corporate and Personal Property Registries
Mailing Address:
XX XXX 0000 Xxx Xxxx Xxxx Xxxxxxxx XX XXX 0X0
Location:
0xx Xxxxx - 000 Xxxxxxxxx Xx Xxxxxxxx XX
250 356.8626
xxx.xxxxxxxxxxxxxxx.xxx.xx.xx
NOTICE OF ARTICLES
CERTIFIED COPY Of a Document filed with the Province of British Columbia
Registrar of Companies
BUSINESS CORPORA TIONS ACT
\S\ X. X. Xxxxxx
-------------------
X X Xxxxxx
November 15, 2004
This Notice of Articles was issued by the Registrar on: November 15, 2004 10:59
AM Pacific Time
Incorporation Number:
BC0702679
Recognition Date and Time: Incorporated on August 25, 2004 11 :12 AM Pacific
Time
NOTICE OF ARTICLES
Name of Company:
FREE DA CONNECTION SERVICES, INCORPORATED
REGISTERED OFFICE INFORMATION:
Mailing Address:
XXXXX 000, 0000 XXX XXX XXXXXX XXXXXXXX XX X0X 0X0
Delivery Address:
XXXXX 000, 0000 XXX XXX XXXXXX XXXXXXXX XX X0X 0X0
RECORDS OFFICE INFORMATION
Mailing Address:
XXXXX 000, 0000 XXX XXX XXXXXX XXXXXXXX XX X0X 1 B2
Delivery Address:
XXXXX 000, 0000 XXX XXX XXXXXX XXXXXXXX XX X0X 1 B2
BC0702679 Page: 1 of 2
DIRECTOR INFORMATION
Last Name, First Name Middle Name:
Xxxxxxxxx, Xxxx Xxxxxxx
Mailing Address: 0000 XXXXXX XXXXX XXXXXXXX XX X0X 0X0
Delivery Address: 0000 XXXXXX XXXXX XXXXXXXX XX X0X 0X0
AUTHORIZED SHARE STRUCTURE
1. No Maximum
common Shares
Without Par Value
Without Special Rights or Restrictions attached
BC0702679 Page: 2 of 2
[GRAPHIC OMITTED]
BRITISH Number: BC0702679
COLUMBIA
CERTIFICATE
OF
CHANGE OF NAME
BUSINESS CORPORATIONS ACT
I Hereby Certify that FREE DA CONNECTION SERVICES, INCORPORATED changed its name
to VOXLOGIC TECHNOLOGIES INC. on February 17, 2006 at 05:08 PM Pacific Time.
[GRAPHIC OMITTED]
Issued under my hand at Victoria, British Columbia
On February 17, 2006
\s\ Xxx Xxxxxxxxx
--------------------------------------------------
XXX XXXXXXXXX
Registrar of Companies Province of British Columbia
Canada
1
