EXHIBIT 3.2
BY-LAW NO. 2
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A BY-LAW RELATING GENERALLY TO THE TRANSACTION OF
THE BUSINESS AND AFFAIRS OF
IRONSIDE TECHNOLOGIES INC.
(THE "CORPORATION")
CONTENTS:
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1. Interpretation
2. Business of the Corporation
3. Borrowing and Securities
4. Directors
5. Committees
6. Officers
7. Protection of Directors, Officers and Others
8. Shares
9. Dividends and Rights
10. Meetings of Shareholders
11. Divisions and Departments
12. Notices
13. Unanimous Shareholder Agreement
BE IT ENACTED as a By-Law of the Corporation as follows:
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Section One
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INTERPRETATION
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1.01 Definitions - in the By-Laws of the Corporation, unless the context
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otherwise requires:
"Act" means the Business Corporations Act, and any statute that may be
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substituted therefore, as from time to time amended; marginal references to
sections of the Act herein are not made for the purpose of modifying or
affecting the meaning of any provision of this By-Law in any way but are
inserted only for the purpose of directing attention to provisions of the Act
which may be regarded as relevant;
"appoint" includes "elect" and vice versa;
"Articles" means the Articles attached to the Certificate of Continuance dated
the 16th day of October, 1998 of the Corporation as from time to time amended 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 relating to transaction of business and affairs of
the Corporation in addition hereto, or in amendment hereof or in substitution
for all or any part of this By-Law;
"Corporation" means the Corporation incorporated by Certificate of Continuance
under the Act and named: IRONSIDE TECHNOLOGIES INC.
"Meeting of Shareholders" includes an annual meeting of Shareholders and a
Special Meeting of Shareholders; "Special Meeting of Shareholders" includes both
a meeting of any class or classes acting separately from any other class or
classes and also a meeting, other than an annual meeting, of all Shareholders
entitled to vote at any annual meeting of Shareholders;
"non-business day" means Saturday, Sunday and any other day that is a holiday as
defined in the Interpretation Act (Canada) or the Interpretation Act (Yukon);
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"Prohibited Corporate Shareholder" means a corporation prohibited from holding
shares in itself or its holding body corporate or a subsidiary corporation
prohibited from holding shares in its parent corporation pursuant to the Act and
not exempted from such prohibited shareholdings by virtue of the Act;
"recorded address" means in the case of a Shareholder his address as recorded in
the securities register; and in the case of joint Shareholders the address
appearing in the securities register in respect of such joint holdings
determined under Section 8.09; and in the case of a Director, Officer, auditor
or member of a Committee of Directors, his latest address as recorded in the
records of the Corporation;
"Unanimous Shareholder Agreement" means a written agreement among all the
Shareholders of the Corporation, or among all such Shareholders and a person who
is not a Shareholder, that regulates the rights, obligations and liabilities of
the Shareholders, as Shareholders, among themselves or between themselves and
such other party, regulates the election of Directors, or restricts, in whole
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or in part, the powers of the Directors under the Act to manage the business and
affairs of the Corporation, as from time to time amended;
Save as aforesaid, words and expressions defined in the Act have the same
meaning when used herein; and words importing the singular number include the
plural and vice versa; words importing gender include the masculine, feminine
and neuter genders; and words importing persons include individuals, bodies
corporate, partnerships, trusts and unincorporated organizations.
Section Two
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BUSINESS OF THE CORPORATION
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2.01 Registered Office - Until changed in accordance with the Act, the
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registered office of the Corporation shall be at the City of Whitehorse, in the
Yukon Territory, and at such location therein as the Board may from time to time
determine.
2.02 Corporate Seal - Until changed by the Board, the corporate seal of the
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Corporation and any facsimiles thereof adopted by the Board for use in
jurisdictions outside the Yukon Territory shall be in the form approved by the
Directors.
2.03 Financial Year - Until changed by the Board, the financial year of the
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Corporation shall end on the last day of March in each year.
2.04 Execution of Instruments - Subject to the next following sentence, deeds,
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transfers, assignments, contracts, obligations, certificates and other
instruments required by law or otherwise by these By-Laws or any resolution of
the Board or Shareholders of the Corporation to be executed under corporate seal
may be signed on behalf of the Corporation by any two or more persons each of
which is either a Director of the Corporation or a person who holds the office
of Chief Executive Officer, Chairman of the Board, President, Managing Director,
Vice-President, Secretary, Treasurer, Assistant Secretary, Assistant Treasurer
or any other office created by by-law or by resolution of the Board. However,
notwithstanding the foregoing, the Board may from time to time direct the manner
in which and the person or persons by whom any particular instrument or class of
instruments may or shall be signed or sealed. Any signing Officer may affix the
corporate seal to any instrument requiring the same.
2.05 Banking Arrangements - The banking business of the Corporation including,
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without limitation, the borrowing of money and the giving of security therefor,
shall be transacted with such banks, trust companies or other bodies corporate
or organizations as may from time to time be designated by or under the
authority of the Board. Such banking business or any part thereof shall be
transacted under such agreements, instructions and delegations of powers as the
Board may from time to time by resolution prescribe or authorize.
2.06 Voting Rights in Other Bodies Corporate - The signing Officers of the
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Corporation may execute and deliver proxies and arrange for the issuance of
voting certificates or other evidence of the right to exercise the voting rights
attaching to any securities held by the Corporation. Such instruments,
certificates or other evidence shall be in favour of such person or persons as
may be determined by the Officers executing such proxies or arranging for the
issuance of voting certificates or such other evidence of the right to exercise
such voting rights. In addition the Board may from
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time to time direct the manner in which and the person or persons by whom any
particular voting rights or class of voting rights may or shall be exercised.
Section Three
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BORROWING AND SECURITIES
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3.01 Borrowing Power - Without limiting the borrowing powers of the Corporation
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as set forth in the Act, the Board is authorized from time to time:
(a) to borrow money upon the credit of the Corporation in such amounts and on
such terms as may be deemed expedient by obtaining loans or advances or by
way of overdraft or otherwise;
(b) to issue, re-issue, sell or pledge bonds, debentures, notes or other
evidence of indebtedness or guarantees of the Corporation, whether secured
or unsecured for such sums and at such prices as may be deemed expedient;
(c) subject to the Act, to issue guarantees on behalf of the Corporation to
secure the performance of the obligations of any person; and
(d) to charge, mortgage, hypothecate, pledge or otherwise create a security
interest in all or any currently owned or subsequently acquired real or
personal, movable or immovable, property and undertaking of the
Corporation, including book debts, rights, powers and franchises for the
purpose of securing any such bonds, debentures, notes or other evidences
of indebtedness or guarantee or any other present or future indebtedness
or liability of the Corporation.
Nothing in this section limits or restricts the borrowing of money by the
Corporation on bills of exchange or promissory notes made, drawn, accepted or
endorsed by or on behalf of the Corporation.
3.02 Delegation of Borrowing Power - Subject to the Act, the Articles and any
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Unanimous Shareholder Agreement, 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
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DIRECTORS
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4.01 Number of Directors and Quorum - Until changed in accordance with the Act,
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the Board shall consist of not fewer than one (1) and not more than seven (10)
Directors. Subject to Section 4.07 and subject also to the Articles, the Act
and any Unanimous Shareholder Agreement, the quorum for the transaction of
business at any meeting of the Board shall consist of a majority of the
Directors.
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4.02 Qualification - No person shall be qualified for election as a Director if
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he is less than Nineteen (19) years of age; if he is of unsound mind and has
been so found by a Court in Canada or elsewhere; if he is not an individual; or
if he has the status of a bankrupt. A Director need not be a Shareholder.
4.03 Election and Term - Each Director named in the Notice of Directors filed
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at the time of continuance shall hold office from the date of the Certificate of
Continuance until the first meeting of Shareholders thereafter. An election of
Directors shall take place at such first meeting of Shareholders and at each
annual meeting of Shareholders thereafter and all the Directors then in office
shall retire but, if qualified, shall be eligible for re-election. A Director
shall retain office only until the election of his successor. The number of
Directors to be elected at any such meeting shall be the number of Directors
then in office unless the Directors or the Shareholders otherwise determine. The
election shall be by ordinary resolution of the Shareholders. If an election of
Directors is not held at the proper time, the incumbent Directors shall continue
in office until their successors are elected.
4.04 Removal of Directors - Subject to the provisions of the Act, the
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Shareholders may by ordinary resolution passed at a special meeting remove any
Director from office and the vacancy created by such removal may be filled at
the same meeting failing which it may be filled by the Directors.
4.05 Vacation of Office - A Director ceases to hold office when: he dies; he
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is removed from office by the Shareholders; he ceases to be qualified for
election as a Director; or his written resignation is sent or delivered to the
Corporation, or if a time is specified in such resignation, at the time so
specified, whichever is later.
4.06 Vacancies - Subject to the Act and the Articles, a quorum of the Board may
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fill a vacancy in the Board, except a vacancy resulting from an increase in the
minimum number of Directors or from a failure of the Shareholders to elect the
minimum number of Directors and if the Articles so provide, may also add to
their numbers and appoint additional Director(s) in accordance with the Act, but
so that the total number of Directors shall not exceed the maximum number fixed
by Section 4.01. In the absence of a quorum of the Board, or if the vacancy has
arisen from a failure of the Shareholders to elect the minimum number of
Directors the Board shall forthwith call a special meeting of the Shareholders
to fill the vacancy. If the Board fails to call such meeting or if there are no
such Directors then in office, any Shareholder may call the meeting.
4.07 Action by the Board - Subject to any Unanimous Shareholder Agreement, the
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Board shall manage the business and affairs of the Corporation. The powers of
the Board may be exercised by resolution passed at a meeting at which a quorum
is present or by resolution in writing, whether by document, telegram, telecopy
or any method of transmitting legibly recorded messages or other means, signed
by all the Directors entitled to vote on that resolution at a meeting of the
Board and any resolution in writing so signed shall be as valid as if it had
been passed at a meeting of Directors or a Committee of Directors and shall be
held to relate to any date therein stated to be the effective date thereof, and
a copy of every such resolution in writing shall be kept with the minutes of the
proceedings of Directors or Committee of Directors. Where there is a vacancy in
the Board, the remaining Directors may exercise all the powers of the Board so
long as a quorum remains in office. Where the Corporation has only one Director,
that Director may constitute a meeting. An act of a Director is valid
notwithstanding any irregularity in his election or appointment or a defect in
his qualifications.
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4.08 Meetings by Telephone - If all of the Directors present at or
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participating in a meeting consent, a Director may participate in a meeting of
the Board or of a Committee of Directors by means of such telephone or other
communications facilities as permit all persons participating in the meeting to
hear each other, and a Director participating in such a meeting by such means is
deemed to be present at the meeting. Any such consent shall be effective whether
given before or after the meeting to which it relates and may be given with
respect to all meetings of the Board and of Committees of Directors held while a
Director holds office.
4.09 Place of Meeting - Meetings of the Board may be held at any place in
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or outside Canada.
4.10 Calling of Meetings - Meetings of the Board shall be held from time to
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time and at such place as the Board may determine. In addition, each of the
Chairman of the Board, the Managing Directors, the President or any two
Directors may convene or direct the convening of a meeting of the Board.
4.11 Notice of Meeting - Except as otherwise provided in Section 4.12, notice
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of the time and place of each meeting of the Board shall be given in the manner
provided in Section 12.01 to each Director not less than forty-eight (48) hours
before the time when the meeting is to be held. A notice of a meeting of
Directors need not specify the purpose of or the business to be transacted at
the meeting except where Section 115(3) of the Act requires such purpose or
business to be specified, including any proposal to:
(a) submit to the Shareholders any question or matter requiring approval of
the Shareholders;
(b) fill a vacancy among the Directors or in the office of auditor;
(c) issue securities;
(d) declare dividends;
(e) purchase, redeem, or otherwise acquire shares of the Corporation;
(f) pay a commission for the sale of shares;
(g) approve a management proxy circular;
(h) approve any annual financial statements; or
(i) adopt, amend or repeal By-Laws.
A Director may in any manner waive notice of or otherwise consent to a meeting
of the Board either before or after the convening of the meeting.
4.12 Regular Meetings - The Board may by resolution appoint a day or days in
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any month or months for regular meetings of the Board at a place and hour to be
named in the resolution. No notice shall be required for any such regular
meeting.
4.13 First Meeting of New Board - Provided a quorum of Directors is present,
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each newly elected
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Board may without notice hold its first meeting immediately following the
meeting of Shareholders at which such Board or portion thereof is elected.
4.14 Adjourned Meeting - Notice of an adjourned meeting of the Board is not
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required if the time and place of the adjourned meeting is announced at the
original meeting.
4.15 Chairman - The Chairman of any meeting of the Board shall be the first
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mentioned of such of the following Officers as have been appointed and who is a
Director and is present at the meeting: Chairman of the Board, Managing
Director, President, or a Vice-President who is a Director. If no such Officer
is present, the Directors present shall choose one of their number to be
Chairman.
4.16 Votes to Govern - At all meetings of the Board every question shall be
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decided by a majority of the votes cast on the question. In cases of an
equality of votes the Chairman of the meeting shall not be entitled to a second
or casting vote.
4.17 Conflict of Interest - A Director or Officer who is a party to, or who is
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a Director or Officer of or has a material interest in any person who is a party
to, a material contract or proposed material contract with the Corporation shall
disclose the nature and extent of his interest at the time and in the manner
provided by the Act. Any such contract or proposed contract shall be referred
to the Board or Shareholders for approval even if such contract is one that in
the ordinary course of the Corporation's business would not require approval by
the Board or Shareholders, and a Director interested in a contract so referred
to the Board shall not vote on any resolution to approve the same except as
provided by the Act.
4.18 Remuneration and Expenses - Subject to any Unanimous Shareholder
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Agreement, the Directors shall be paid such remuneration for their services as
the Board may from time to time determine. The Directors shall also be entitled
to be reimbursed for travelling and other expenses properly incurred by them in
attending meetings of the Board or any committee thereof. Nothing herein
contained shall preclude any Director from serving the Corporation in any other
capacity and receiving remuneration therefore.
Section Five
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COMMITTEES
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5.01 Committee of Directors
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(a) The Board may appoint one or more Committees of Directors, however
designated, and delegate to such committee any of the powers of the Board
except those which, under the Act, a Committee of Directors has no
authority to exercise.
(b) The Directors may by resolution appoint an Executive Committee to consist
of such member or members of their body as they think fit, which Committee
shall have, and may exercise during the intervals between the meetings of
the Board, all the powers vested in the Board except the power to fill
vacancies in the Board, the power to change the membership of, or fill
vacancies in, said Committee or any other committee of the Board and such
other powers, if any, as may be specified in the resolution. The said
Committee shall keep regular minutes of its transactions and shall cause
them to be recorded in books kept for that purpose, and
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shall report the same to the Board of Directors at such times as the Board
of Directors may from time to time require. The Board shall have the power
at any time to revoke or override the authority given to or acts done by
the Executive Committee except as to acts done before such revocation or
overriding and to terminate the appointment or change the membership of
such Committee and to fill vacancies in it. The Executive Committee may
make rules for the conduct of its business and may appoint such assistants
as it may deem necessary. A majority of the members of said Committee
shall constitute a quorum thereof.
(c) The Directors may from time to time by resolution constitute, dissolve or
reconstitute standing committees and other committees consisting of such
persons as the Board may determine. Every committee constituted by the
Board shall have the powers, authorities and discretions delegated to it
by the Board (which shall not include the power to fill vacancies in the
Board and the power to change the membership of or fill vacancies in any
committee constituted by the Board or the power to appoint or remove
officers appointed by the Board) and shall conform to the regulations
which may from time to time be imposed upon it by the Board.
(d) The Executive Committee and any other committee may meet and adjourn as it
thinks proper. Questions arising at any meeting shall be determined by a
majority of votes of the members of the committee present, and in case of
an equality of votes the chairman shall not have a second or casting vote.
A resolution approved in writing by all the members of the Executive
Committee or any other committee shall be as valid and effective as if it
had been passed at a meeting of such Committee duly called and
constituted. Such resolution may be in two or more counterparts which
together shall be deemed to constitute one resolution in writing. Such
resolution shall be filed with the minutes of the proceedings of the
committee and shall be effective on the date stated thereon or on the
latest date stated in any counterpart.
5.02 Transaction of Business - Subject to the provisions of Section 4.07, the
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powers of a Committee of Directors may be exercised by a meeting at which a
quorum is present or by resolution in writing signed by all the members of such
committee who would have been entitled to vote on that resolution at a meeting
of the committee. Meetings of such committee may be held at any place in or
outside Canada.
5.03 Audit Committee - When required by the Act the Board shall, and at any
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other time the Board may, elect annually from among its number an audit
committee to be composed of not fewer than three (3) directors of whom a
majority shall not be Officers or employees of the Corporation or its
affiliates. The audit committee shall have the powers and duties provided in the
Act.
5.04 Procedure - Unless otherwise determined by the Board, each Committee of
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Directors shall have the power to fix its quorum at not less than a majority of
its members, to elect its Chairman and to regulate its procedure.
Section Six
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OFFICERS
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6.01 Appointment - Subject to any Unanimous Shareholder Agreement, the Board
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may from time to time appoint a President, one or more Vice-Presidents (to which
title may be added words
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indicating seniority or function), a Secretary, a Treasurer and such other
Officers as the Board may determine, including one or more assistants to any of
the Officers so appointed (herein referred to as "Officers"). The Board may
specify the duties of and, in accordance with this By-Law and subject to the
provisions of the Act, delegate to such Officers powers to manage the business
and affairs of the Corporation. Subject to Sections 6.02 and 6.03, an Officer
may but need not be a Director and one person may hold more than one office.
6.02 Chairman of the Board - The Board may from time to time also appoint a
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Chairman of the Board who shall be a Director. The Chairman of the Board shall,
when present, preside at all meetings of the Board, Committees of Directors and
at all meetings of shareholders. In addition, the Board may assign to him any of
the powers and duties that may by the provisions of this by-law be assigned to
the Managing Director or to the President; and he shall have such other powers
and duties as the board may specify.
6.03 Managing Director - The Board may from time to time appoint a Managing
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Director who shall be a Director. If appointed, he shall be the Chief Executive
Officer and, subject to the authority of the Board, shall have general
supervision of the business and affairs of the Corporation; and he shall,
subject to the provisions of the Act, have such other powers and duties as the
Board may specify. During the absence or disability of the President, or if no
President has been appointed, the Managing Director shall also have the powers
and duties of the President's office.
6.04 President - The Board, from time to time, may elect from among its
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number, a President. The President, in the absence or non-appointment of the
Chairman of the Board, shall preside at meetings of the Board and at all
meetings of the Shareholders. He shall have general and active management of the
business and affairs of the Corporation, and without limitation to the
foregoing:
(i) he shall have general supervision and direction of all the other
officers of the Corporation;
(ii) he shall submit the annual report of the Board, if any, and the
annual balance sheets and financial statements of the business and
affairs and reports on the financial position of the Corporation as
required by the statutes to the annual general meeting and from
time to time shall report to the Board on all matters within his
knowledge which the interest of the Corporation requires to be
brought to their attention.
(iii) he shall be ex-officio a member of all standing committees.
6.05 Vice-President - A Vice-President shall have such powers and duties as the
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Board may specify.
6.06 Secretary - The Secretary shall attend and be the Secretary of all
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meetings of the Board, Shareholders and Committees of the Board and shall enter
or cause to be entered in records kept for that purpose minutes of all
proceedings thereat; he shall give or cause to be given, as and when instructed,
all notices to Shareholders, Directors, Officers, the auditor and members of the
Committees of Directors; he shall be the custodian of the stamp or mechanical
device generally used for affixing the corporate seal of the Corporation and of
all books, papers, records, documents and instruments belonging to the
Corporation, except when some other Officer or agent has been appointed for that
purpose; and he shall have such other powers and duties as the Board may
specify.
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6.07 Treasurer - The Treasurer shall keep proper accounting records in
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compliance with the Act and shall be responsible for the deposit of money, the
safekeeping of securities and the disbursement of the funds of the Corporation;
he shall render to the Board whenever required an account of all his
transactions as Treasurer and of the financial position of the Corporation; and
he shall have such other powers and duties as the Board may specify.
6.08 Powers and Duties of Other Officers - The powers and duties of all other
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Officers shall be such as the terms of their engagement call for or as the Board
or the Chief Executive Officer may specify. 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 otherwise directs.
6.09 Variation of Powers and Duties - The Board may from time to time and
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subject to the provisions of the Act, vary, add to or limit the powers and
duties of any Officer.
6.10 Term of Office - The Board, in its discretion, may remove any Officer of
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the Corporation, without prejudice to such Officer's rights under any employment
contract, otherwise each Officer appointed by the Board shall hold office until
the earlier of the date his resignation becomes effective, the date his
successor is appointed or he shall cease to be qualified for that office.
6.11 Terms of Employment and Remuneration - The terms of employment and the
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remuneration of Officers appointed by the Board shall be settled by it from time
to time.
6.12 Conflict of Interest - An Officer shall disclose his interest in any
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material contract or proposed material contract with the Corporation in
accordance with Section 4.17.
6.13 Agents and Attorneys - The Board shall have power from time to time to
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appoint agents or attorneys for the Corporation in or outside of Canada with
such powers of management or otherwise (including the power to sub-delegate) as
may be thought fit.
6.14 Fidelity Bonds - The Board may require such Officers, employees and agents
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of the Corporation as the Board deems advisable to furnish bonds for the
faithful discharge of their powers and duties, in such form and with such surety
as the Board may from time to time determine.
Section Seven
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PROTECTION OF DIRECTORS, OFFICERS AND OTHERS
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7.01 Limitation of Liability - No Director shall be liable for the acts,
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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 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 the Corporation shall be invested, or for any loss or damage arising
from the bankruptcy, insolvency or tortious acts of any person with whom any of
the moneys, securities or effects of the Corporation shall be deposited, or for
any loss occasioned by any error of judgment or oversight on his part, or for
any other loss, damage or misfortune whatever which shall happen in the
execution of the duties of his office or in relation thereto, unless the same
are occasioned by his own wilful neglect or default; provided that nothing
herein shall relieve any Director or Officer from the duty to act in accordance
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with the Act and the regulations thereunder or from liability for any breach
thereof.
7.02 Indemnity - Subject to the limitations contained in the Act, and to the
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extent he is otherwise fairly and reasonably entitled thereto, the Corporation
shall indemnify a Director or Officer, a former Director or Officer, or a person
who acts or acted at the Corporation's request as a Director or Officer of a
body corporate of which the Corporation is or was a Shareholder or creditor (or
a person who undertakes or has undertaken any liability on behalf of the
Corporation or any such body corporate) and his heirs and legal representatives,
against all costs, charges and expenses, including an amount paid to settle an
action or satisfy a judgment, reasonably incurred by him in respect of any
civil, criminal or administrative action or proceeding to which he is made a
party by reason of being or having been a Director or Officer of the Corporation
or such body corporate, if
(a) he acted honestly and in good faith with a view to the best interests of
the Corporation; and
(b) in the case of a criminal or administrative action or proceeding that is
enforced by a monetary penalty, he had reasonable grounds for believing
that his conduct was lawful.
The Corporation shall also indemnify such person in such other circumstances as
the Act permits or requires. Nothing in this By-Law shall limit the right of
any person entitled to indemnity to claim indemnity apart from the provisions of
this By-Law.
7.03 Insurance - Subject to the limitations contained in the Act, the
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Corporation may purchase and maintain such insurance for the benefit of its
Directors and Officers as such, as the Board may from time to time determine.
Section Eight
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SHARES
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8.01 Allotment and Issue - The Board may from time to time allot, or grant
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options to purchase the whole or any part of the authorized and unissued shares
of the Corporation at such times and to such persons and for such consideration
as the Board shall determine, provided that no share shall be issued until it is
fully paid as prescribed by the Act. Subject to the Articles and any Unanimous
Shareholder Agreement, no holder of any class of share of the capital of the
Corporation shall be entitled as of right to subscribe for, purchase or receive
any part of any new or additional issue of shares of any class, whether now or
hereafter authorized or any bonds, debentures or other securities convertible
into shares of any class.
8.02 Commissions - The Board may from time to time authorize the Corporation to
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pay a reasonable commission to any person in consideration of his purchasing or
agreeing to purchase shares of the Corporation, whether from the Corporation or
from any other person, or procuring or agreeing to procure purchasers for any
such shares.
8.03 Registration of Transfer
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(a) Subject to the provisions of the Act, no transfer of shares shall be
registered in a securities register except upon presentation of the
Certificate representing such shares with a transfer endorsed thereon or
delivered therewith duly executed by the registered holder or by his
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attorney or successor duly appointed, together with such reasonable
assurance or evidence of signature, identification and authority to
transfer as the Board may from time to time prescribe, upon payment of all
applicable taxes and any fees prescribed by the Board, upon compliance
with such restrictions on transfer, if any, as are authorized by the
Articles, and upon satisfaction of any lien referred to in Section 8.05.
(b) The signature of the registered owner of any shares, or of his duly
authorized attorney, upon an authorized instrument of transfer shall
constitute a complete and sufficient authority to the Corporation, its
Directors, Officers and agents to register, in the name of the transferee
as named in the instrument of transfer, the number of shares specified
therein or, if no number is specified, all the shares of the registered
owner represented by share certificates deposited with the instrument of
transfer. If no transferee is named in the instrument of transfer, the
instrument of transfer shall constitute a complete and sufficient
authority to the corporation, its Directors, Officers and agents to
register, in the name of the person in whose behalf any certificate for
the shares to be transferred is deposited with the Corporation for the
purpose of having the transfer registered, the number of shares specified
in the instrument of transfer or, if no number is specified, all the
shares represented by all share certificates deposited with the instrument
of transfer.
(c) Neither the Corporation nor any Director, Officer or agent thereof shall
be bound to inquire into the title of the person named in the form of
transfer as transferee, or, if no person is named therein as transferee,
of the person on whose behalf the certificate is deposited with the
Corporation for the purpose of having the transfer registered or be liable
to any claim by such registered owner or by any intermediate owner or
holder of the certificate or of any of the shares represented thereby or
any interest therein for registering the transfer, and the transfer, when
registered, shall confer upon the person in whose name the shares have
been registered a valid title to such shares.
(d) Every instrument of transfer shall be executed by the transferor and left
at the registered office of the Corporation or at the office of its
transfer agent or branch transfer agent or registrar for registration
together with the share certificate for the shares to be transferred and
such other evidence if any, as the Directors or the transfer agent or
branch transfer agent or registrar or branch registrar may require to
prove the title of the transferor or his right to transfer the shares and
the right of the transferee to have the transfer registered. All
instruments of transfer where the transfer is registered shall be retained
by the Corporation or its transfer agent or branch transfer agent or
registrar or branch\registrar and any instrument of transfer, where the
transfer is not registered, shall be returned to the person depositing the
same together with the share certificate which accompanied the same when
tendered for registration.
(e) There shall be paid to the Corporation in respect of the registration of
any transfer such sum, if any, as the Directors may from time to time
determine.
8.04 Transfer Agents and Registrars - The Board may from time to time appoint,
------------------------------
for each class of securities and warrants issued by the Corporation, (a) a
trustee, transfer agent or other agent to keep the securities register and the
register of transfers and one or more persons or agents to keep branch registers
and (b) a registrar, trustee or agent to maintain a record of issued security
certificates and warrants, and, subject to the Act, one person may be appointed
for the purposes of both clauses (a) and (b) above in respect of all securities
and warrants of the Corporation or any class
-13-
or classes, thereof. The Board may at any time terminate such appointment.
8.05 Lien for Indebtedness - If the Articles provide that the Corporation shall
---------------------
have a lien on shares registered in the name of a Shareholder indebted to the
Corporation, such lien may be enforced, subject to any other provision of the
Articles and to any Unanimous Shareholder Agreement, by the sale of the shares
thereby affected or by any other action, suit, remedy or proceeding authorized
or permitted by law or by equity and, pending such enforcement, may refuse to
register a transfer of the whole or any part of such shares.
8.06 Non-Recognition of Trusts - Subject to the provisions of the Act, the
-------------------------
Corporation may treat the registered holder of a share as the person exclusively
entitled to vote, to receive notices, to receive any interest, dividend or other
payments in respect of the share, and otherwise to exercise all the rights and
powers of a holder of the share.
8.07 Share Certificates - Every holder of one or more shares of the Corporation
------------------
shall be entitled, at his option, to a share certificate, or to a non-
transferable written acknowledgement of his right to obtain a share certificate,
stating the number and list or series of shares held by him as shown on the
securities register. Share Certificates and acknowledgements of a Shareholder's
right to a share certificate, respectively, shall be in such form as the Board
shall from time to time approve. Any share certificate shall be signed in
accordance with Section 2.04 and need not be under the corporate seal; provided
that, unless the Board otherwise determines, certificates representing shares in
respect of which a transfer agent and/or registrar has been appointed shall not
be valid unless 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
printed or 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 facsimile signature
appears thereon no longer holds office at the date of issue of the Certificate.
8.08 Replacement of Share Certificates - The Board or any Officer or agent
---------------------------------
designated by the Board may in its or his discretion direct the issue of a new
share certificate in lieu of and upon cancellation of a share certificate that
has been mutilated or in substitution for a share certificate claimed to have
been lost, destroyed or wrongfully taken or which does not comply as to form
with the requirements from time to time of the Act in this regard, on payment of
such reasonable fee as the Board may direct and on such terms as to indemnity,
reimbursement of expenses and evidence of loss and of title as the Board may
from time to time prescribe, whether generally or in any particular case.
8.09 Joint Shareholders - If two or more persons are registered as joint
------------------
holders of any share, the Corporation shall not be bound to issue more than one
certificate in respect thereof, and delivery of such certificate to one of such
persons shall be sufficient delivery to all of them. Any one of such persons
may give effectual receipts for the certificate issued in respect thereof or for
any dividend, bonus, return of capital or other money payable or warrant
issuable in respect of such share. Joint Shareholders may collectively
designate in writing an address as their recorded address for service of notice
and payment of dividends but in default of such designation the address of the
first named joint Shareholder shall be deemed to be the recorded address
aforesaid.
-14-
8.10 Deceased Shareholders - In the event of the death of a holder, or of one
---------------------
of the joint holders, of any share, the Corporation shall not be required to
make any entry in the securities register in respect thereof or to make payment
of any dividends thereon except upon production of all such documents as may be
required by law and upon compliance with the reasonable requirements of the
Corporation and its transfer agents.
Section Nine
------------
DIVIDENDS AND RIGHTS
--------------------
9.01 Dividends - Subject to the provisions of the Act, the Board may from time
---------
to time declare dividends payable to the Shareholders according to their
respective rights and interest in the Corporation. Dividends may be paid in
money or property or by issuing fully paid shares of the Corporation.
9.02 Dividend Cheques - A dividend payable in cash shall be paid by cheque
----------------
drawn on the Corporation's bankers or one of them to the order of each
registered holder of shares of the class or series in respect of which it has
been declared and mailed by prepaid ordinary mail to such registered holder at
his recorded address, unless such holder otherwise directs. In the case of
joint holders the cheque shall, unless such joint holders otherwise direct, be
made payable to the order of all of such joint holders and mailed to them at
their recorded address. The mailing of such cheque as aforesaid, unless the
same is not paid on due presentation, shall satisfy and discharge the liability
for the dividend to the extent of the sum represented thereby plus the amount of
any tax which the Corporation is required to and does withhold.
9.03 Non-Receipt of Cheques - In the event of non-receipt of any dividend
----------------------
cheque by the person to whom it is sent as aforesaid, the Corporation shall
issue to such person a replacement cheque for a like amount on such terms as to
indemnity, reimbursement of expenses and evidence of non-receipt and of title as
the Board may from time to time prescribe, whether generally or in any
particular case.
9.04 Record Date for Dividends and Rights - The Board may fix in advance a
------------------------------------
date, preceding by not more than fifty (50) days the date for the payment of any
dividend or the date for the issue of any warrant or other evidence of right to
subscribe for securities of the Corporation, as a record date for the
determination of the persons entitled to receive payment of such dividend or to
exercise the right to subscribe for such securities, provided that, where the
Corporation is a distributing Corporation for purposes of the Act, notice of any
such record date is given not less than seven (7) days before such record date
by newspaper advertisement and otherwise in the manner provided in the Act.
Where no record date is fixed in advance as aforesaid, the record date for the
determination of the persons entitled to receive payment of any dividend or to
exercise the right to subscribe for securities of the Corporation shall be at
the close of business on the day on which the resolution relating to such
dividend or right to subscribe is passed by the Board.
9.05 Unclaimed Dividends - Any dividend unclaimed after a period of six (6)
-------------------
years from the date on which the same has been declared to be payable shall be
forfeited and shall revert to the Corporation.
-15-
Section Ten
-----------
MEETINGS OF SHAREHOLDERS
------------------------
10.01 Annual Meetings - The annual meeting of Shareholders shall be held at
---------------
such time in each year and, subject to the Act and to Section 10.04, at such
place as the Board, the Chairman of the Board, the Managing Director or the
President may from time to time determine, for the purpose of considering the
financial statements and reports required by the Act to be placed before the
annual meeting, electing Directors, appointing auditors and for the transaction
of such other business as may properly be brought before the meeting.
10.02 Special Meetings - The Board, the Chairman of the Board, the Managing
----------------
Director or the President shall have power to call a special meeting of
Shareholders at any time.
10.03 Special Business - All business transacted at a special meeting of
----------------
Shareholders and all business transacted at an annual meeting of Shareholders,
except consideration of the financial statements, auditors reports, election of
directors and reappointment of the incumbent auditors, is deemed to be special
business.
10.04 Place of Meeting - Subject to the Articles, meetings of Shareholders may
----------------
be held at Toronto, Ontario or such other place or places as the directors in
their absolute discretion may determine from time to time or, in the absence of
such a determination, at the registered office of the Corporation.
10.05 Notice of Meeting - Notice of the time and place of each meeting of
-----------------
Shareholders shall be given in the manner provided in Section 12.01 not less
than twenty-one (21) nor more than fifty (50) days before the date of the
meeting to each Director, to the auditor and to each Shareholder who at the
close of business on the record date, if any, for notice is entered in the
securities register as the holder of one or more shares carrying the right to
vote at the meeting. Notice of a meeting of Shareholders called for any purpose
other than consideration of the financial statements and auditor's report,
election of Directors and re-appointment of the incumbent auditor shall state
the nature of such business in sufficient detail to permit the Shareholder to
form a reasoned judgment thereon and shall state the text of any special
resolution to be submitted to the meeting. A Shareholder and any other person
entitled to attend a meeting of Shareholders may in any manner waive notice of
or otherwise consent to a meeting of Shareholders.
10.06 List of Shareholders Entitled to Notice - For every meeting of
---------------------------------------
Shareholders, at any time that the Corporation has more than fifteen (15)
Shareholders entitled to vote at a meeting of Shareholders, the Corporation
shall prepare a list of Shareholders entitled to receive notice of the meeting,
arranged in alphabetical order and showing the number of shares entitled to vote
at the meeting held by each Shareholder. If a record date for the meeting is
fixed pursuant to Section 10.07, the Shareholders listed shall be those
registered or constructively registered pursuant to the Act at the close of
business of the record date, such list to be prepared on a day not later than
ten (10) days after such record date. If no record date is fixed, the list of
Shareholders shall be prepared no later than at the close of business on the day
immediately preceding the day on which notice of the meeting is given, or where
no such notice is given, the day on which the meeting is held. The list shall
be available for examination by any Shareholder during usual business hours at
the records office of the Corporation or at the place where the central
securities register is kept and at the place where the meeting is held. Where a
separate list of shareholders has not been prepared, the names of persons
appearing in the securities register at the requisite time as the holder of one
or more shares
-16-
carrying the right to vote at such meeting shall be deemed to be a list of
shareholders.
10.07 Record Date for Notice - The Board may fix in advance a record date,
----------------------
preceding the date of any meeting of Shareholders by not more than fifty (50)
days and not less than twenty-one (21) days for the determination of the
Shareholders entitled to notice of the meeting, provided that notice of any such
record date is given, not less than seven (7) days before such record date, by
newspaper advertisement in the manner provided in the Act. If no record date is
so fixed, the record date for the determination of the Shareholders entitled to
notice of the meeting shall be the close of business on the day immediately
preceding the day on which the notice is given, or if no notice is given, the
day on which the meeting is held.
10.08 Meetings Without Notice - A meeting of Shareholders may be held without
-----------------------
notice at any time and place permitted by the Act:
(a) if all the Shareholders entitled to vote thereat are present in person or
represented by proxy or if those not present or represented by proxy
waive notice of or otherwise consented to such meeting being held, and
(b) if the auditor and the Directors are present or waived notice of or
otherwise consent to such meeting being held.
At such meeting any business may be transacted which the Corporation at a
meeting of Shareholders may transact. If the meeting is held at a place outside
the Yukon Territory, Shareholders not present or represented by proxy, but who
have waived notice of or otherwise consented to such meeting, shall also be
deemed to have consented to the meeting being held at such place.
10.09 Meetings by Telephone - If all the Shareholders present at or
---------------------
participating in a meeting consent, a Shareholder may participate in a meeting
of Shareholders by means of such telephone or other communications facilities as
permit all persons participating in the meeting to hear each other, and a
Shareholder participating in such a meeting by such consent shall be effective
whether given before or after the meeting to which it relates.
10.10 Chairman, Secretary and Scrutineers - The Chairman of any meeting of
-----------------------------------
Shareholders shall be the first mentioned of such of the following Officers as
having been appointed and who is present at the meeting: Chairman of the Board,
President, Managing Director, or a Vice-President. If no such Officer is present
within fifteen (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.
10.11 Persons Entitled to be Present - The only persons entitled to be present
------------------------------
at a meeting of Shareholders shall be those entitled to vote thereat, the
Directors and auditor 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.
10.12 Quorum - Subject to Sections 10.23, 10.24, the Act and any Unanimous
------
Shareholder
-17-
Agreement, a quorum for the transaction of business at any meeting of
Shareholders shall be two (2) persons present in person, each being a
Shareholder entitled to vote thereat or a duly appointed proxy for an absent
Shareholder so entitled and together holding or representing by proxy not less
than fifty percent (50%) of the outstanding shares of the Corporation entitled
to vote at the meeting save and except if there is only one Shareholder the
quorum shall consist of that one Shareholder. If a quorum is present at the
opening of any meeting of Shareholders, the Shareholders present or represented
by proxy may proceed with the business of the meeting notwithstanding that a
quorum is not present throughout the meeting. If a quorum is not present within
one-half hour of the time appointed for convening of any meeting of
Shareholders, the Shareholders present or represented by proxy may adjourn the
meeting to a fixed time and place subject to Section 10.21 but may not transact
any other business provided, however, that if no provision for adjournment is
made at any such meeting or adjourned meeting at which a quorum is not present,
the meeting shall be dissolved.
10.13 Right to Vote - Record Date for Voting - Subject to the provisions of the
--------------------------------------
Act as to authorized representative of any other body corporate, at any meeting
of Shareholders in respect of which the Corporation has prepared the list
referred to in Section 10.06, every person who is named in such list shall be
entitled to vote the shares shown thereon opposite his name except, where the
Corporation has fixed a record date in respect of such meeting pursuant to
Section 10.07, to the extent that such person has transferred any of his shares
after such record date and the transferee, upon producing properly endorsed
Certificates evidencing such shares or otherwise establishing that he owns such
shares, demands not later than ten (10) days before the meeting that his name be
included in such list, in which event the transferee alone shall be entitled to
vote the transferred shares at the meeting. Where no record date for notice has
been fixed and no notice of meeting given, or in the absence of a list prepared
as aforesaid in respect of a meeting of Shareholders, every person shall be
entitled to vote at the meeting who at the time is entered in the securities
register as the holder of one or more shares carrying the right to vote at such
meeting.
10.14 Proxies
-------
(a) Subject to subparagraph 10.14(c) every Shareholder entitled to vote at a
meeting of Shareholders, may appoint a proxyholder, or one or more
alternate proxyholders
(b) , who need not be Shareholders, to attend and act at the meeting in the
manner and to the extent authorized and with the authority conferred by
the proxy. A proxy shall be in writing executed by the Shareholder or his
attorney and shall conform with the requirements of the Act. An
instrument of proxy shall be valid only at the meeting in respect of
which it is given or any adjournment thereof.
(b) Subject to subparagraph 10.14(c) any corporation, other than a Prohibited
Corporate Shareholder, which is a Shareholder of the Corporation may by
resolution of its Directors or other governing body authorize such person
as it thinks fit to act as its representative at any meeting. The person
so authorized shall be entitled to exercise in respect of and at such
meeting the same powers on behalf of the corporation which he represents
as that corporation could exercise if it were an individual member of the
Corporation personally present, including, without limitation, the right,
unless restricted by such resolution, to appoint a proxyholder to
represent such corporation, and shall, if present at the meeting, be
counted for the purpose of forming a quorum and be deemed to be a member
present at the meeting. Evidence of the appointment of any such
representative may be sent to the Corporation by written instrument,
telegram, telex, facsimile or any method of transmitting legibly recorded
messages.
-18-
(c) Professional Corporations - Notwithstanding subparagraphs 10.14(a) or
-------------------------
(b), the appointing of a proxyholder or one or more alternate
proxyholders or the entering into of a voting trust agreement or other
type of agreement vesting voting rights shall be subject to any
restrictions or qualifications provided for in any act or regulation to
which the Corporation or its Shareholders are subject to, including but
not limited to the Legal Professions Act and the Medical Professions Act.
10.15 Time for Deposit of Proxies - The Board may specify in a notice calling a
---------------------------
meeting of Shareholders a time, preceding the time of such meeting by not more
than forty-eight (48) hours exclusive of non-business days, before which time
proxies to be used at such meeting must be deposited. A proxy shall be acted
upon only if, prior to the time so specified, it shall have been deposited by
written instrument, telegram, telex, facsimile or any method of transmitting
legibly recorded messages with the Corporation or an agent thereof specified in
such notice or, if no such time is specified in such notice, unless it has been
received by the Secretary of the Corporation or by the Chairman of the meeting
or any adjournment thereof prior to the time of voting.
10.16 Joint Shareholders - If two or more persons hold shares jointly, any one
------------------
of them present in person or represented by proxy at a meeting of Shareholders
may, in the absence of the other or others, vote the shares but if two or more
of those persons are present in person or represented by proxy and vote, they
shall vote as one on the shares jointly held by them and in the absence of
agreement between those so voting the person named first in the Register shall
vote the shares.
10.17 Votes to Govern - At any meeting of Shareholders every question shall,
---------------
unless otherwise required by the Articles or By-Laws or by law, be determined by
the majority of the votes cast on the question. In case of an equality of votes
either upon a show of hands or upon a poll, the Chairman of the meeting shall
not be entitled to a second or casting vote.
10.18 Motion - The Chairman may propose or second a motion.
------
10.19 Show of Hands - Subject to the provisions of the Act any question at a
-------------
meeting of Shareholders shall be decided by a show of hands unless a ballot
thereon is required or demanded as hereinafter provided. Upon a show of hands,
every person who is present and entitled to vote shall have one vote. Whenever
a vote by show of hands shall have been taken upon a question, unless a ballot
thereon is so required or demanded, a declaration by the Chairman of the
meeting that the vote upon the question has been carried or carried by a
particular majority or not carried, an entry to that effect in the minutes of
the meeting shall be conclusive evidence of the fact without proof of the number
or proportion of the votes recorded in favour of or against any resolution or
other proceeding in respect of the said question, and the result of the vote so
taken shall be the decision of the Shareholders upon the said question.
10.20 Ballots
-------
(a) On any question proposed for consideration at a meeting of Shareholders,
and whether or not a show of hands has been taken thereon, the Chairman
or any Shareholder or proxyholder entitled to vote at the meeting may
require or demand a ballot. A ballot so required or demanded shall be
taken in such manner as the Chairman shall direct. A requirement or
demand for a ballot may be withdrawn at any time prior to the taking of
the ballot. If a ballot is taken each person present shall be entitled in
respect of the shares which he is entitled to
-19-
vote at the meeting upon the question, to that number of votes provided
by the Act or the Articles, and the result of the ballot so taken shall
be the decision of the Shareholders upon the said question.
(b) No ballot may be demanded on the election of a Chairman. A ballot
demanded on a question of adjournment shall be taken forthwith. A ballot
demanded on any other question shall be taken as soon as, in the opinion
of the chairman, is reasonably convenient, but in no event later than
seven (7) days after the meeting and at such time and place and in such
manner as the chairman of the meeting directs. The result of the ballot
shall be deemed to be the resolution of and passed at the meeting at
which the ballot was demanded. Any business other than that upon which
the ballot has been demanded may be proceeded with pending the taking of
the ballot. In any dispute as to the admission or rejection of a vote the
decision of the chairman made in good faith shall be final and
conclusive.
10.21 Adjournment - If a meeting of Shareholders is adjourned for less than
-----------
thirty (30) days, it shall not be necessary to give notice of the adjourned
meeting, other than by announcement at the earliest meeting that it is
adjourned. If a meeting of Shareholders is adjourned by one or more
adjournments for an aggregate of thirty (30) days or more, notice of the
adjourned meeting shall be given as for an original meeting. At any such
adjourned meeting no business shall be transacted other than business left
unfinished at the meeting from which the adjournment took place.
10.22 Resolution in Writing - A resolution in writing signed by all the
---------------------
Shareholders entitled to vote on that resolution at a meeting of Shareholders is
as valid as if it had been passed at a meeting of the Shareholders, and shall be
held to relate to any date therein stated to be the effective date thereof.
10.23 Only One Shareholder - Where the Corporation has only one Shareholder or
--------------------
only one holder of any class or series of shares, the Shareholder present in
person or by proxy constitutes a meeting.
10.24 Only Two Shareholders - Where the Corporation has only two Shareholders a
---------------------
quorum for transaction of business at any meeting of Shareholders shall be one
(1) person present in person, being a Shareholder entitled to vote thereat, or a
duly appointed proxy of said Shareholder, holding not less than ten percent
(10%) of the outstanding shares of the Corporation entitled to vote at the
meeting.
Section Eleven
--------------
DIVISIONS AND DEPARTMENTS
-------------------------
11.01 Creation and Consolidation of Divisions - The Board may cause the
---------------------------------------
business and operations of the Corporation or any part thereof to be divided or
to be segregated into one or more divisions upon such basis, including without
limitation, character or type of operation, geographical territory, product
manufactured or service rendered, as the Board may consider appropriate in each
case. The Board may also cause the business and operations of any such division
to be further divided into sub-units and the business and operations of any such
divisions or sub-units to be consolidated upon such basis as the Board may
consider appropriate in each case.
11.02 Name of Division - Subject to the Act any division or its sub-units may
----------------
be designated by such name as the Board may from time to time determine and may
transact business, enter into
-20-
contracts, sign cheques and other documents of any kind and do all acts and
things under such name, provided that the Corporation shall set out its name in
legible characters in all contracts, invoices, negotiable instruments and orders
for goods or services issued or made by or on behalf of the Corporation. Any
such contract, cheque or documents shall be binding upon the Corporation as if
it had been entered into or signed in the name of the Corporation.
11.03 Officers of Division - From time to time the Board or if authorized by
--------------------
the Board, the President, may appoint one or more Officers for any division,
prescribe their powers and duties and settle their terms of employment and
remuneration. The Board or, if authorized by the Board, the President, may
remove at its or his pleasure any Officers so appointed, without prejudice to
such Officer's right under any employment contract. Officers of divisions or
their sub-units shall not, as such, be Officers of the Corporation.
Section Twelve
--------------
NOTICES
-------
12.01 Method of Giving Notices - Any notice (which term includes any
------------------------
communication or document) to be given (which term includes sent, delivered or
served) pursuant to the Act, the regulations thereunder, the Articles, the By-
Laws or otherwise to a Shareholder, Director, Officer, auditor or member of a
Committee of Directors shall be sufficiently given if delivered personally to
the person to whom it is to be given or if delivered to 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
to the recorded address as aforesaid; a notice so mailed shall be deemed to have
been received by him at the time it would be delivered in the ordinary course of
mails; and a notice so sent by any means of transmitted or recorded
communication shall be deemed to have been given when dispatched or delivered to
the appropriate communication corporation or agency or its representative for
dispatch. Subject to the Act, a notice of meeting of Shareholders shall be
deemed to have been sent to the Shareholder on the day on which it is deposited
in the mail. The Secretary may change or cause to be changed the recorded
address of any Shareholder, Director, Officer, auditor or member of a Committee
of Directors in accordance with any information believed by him to be reliable.
12.02 Notice to Joint Shareholders - If two or more persons are registered as
----------------------------
joint holders of any share, any notice shall be addressed to all of such joint
holders but notice given to any one or more of such persons at the recorded
address for such joint shareholders shall be sufficient notice to all of them.
12.03 Computation of Time - In computing the date when notice must be given
-------------------
under any provision requiring a specified number of days notice of any meeting
or other event, the date of giving the notice shall be excluded and the date of
the meeting or other event in respect of which the notice is being given shall
be included.
12.04 Undelivered Notices - If any notice given to a Shareholder pursuant to
-------------------
Section 12.01 is returned on three (3) consecutive occasions because he cannot
be found or served or is unknown at his recorded address, the Corporation shall
not be required to give any further notices to such Shareholder until he informs
the Corporation in writing of his new recorded address.
-21-
12.05 Proof of Service - A certificate of the Secretary or other duly
----------------
authorized Officer of the Corporation in office at the time of the making of the
certificate, or of any agent of the Corporation as to the facts in relation to
the mailing or delivery or sending of any notice to any Shareholder, Director,
the auditors, or conclusive evidence thereof and shall be binding on every
Shareholder, Director, the auditors or any Officer of the Corporation as the
case may be.
12.06 Omissions and Errors - The accidental omission to give any notice to any
--------------------
Shareholder, Director, Officer, auditor or member of a Committee of Directors or
the non-receipt of any notice by any such person or any error in any notice not
affecting the substance thereof shall not invalidate any action taken at any
meeting held pursuant to such notice or otherwise founded thereon.
12.07 Persons Entitled by Death or Operation of Law - Every person who by
---------------------------------------------
operation of law, transfer, death of a Shareholder or any other means
whatsoever, shall become entitled to any share, shall be bound by every notice
in respect of such share which shall have been duly given to the Shareholder
from whom he derives his title prior to such person's name and address being
entered on the securities register (whether such notice was given before or
after the happening of the event upon which he became so entitled) and prior to
his furnishing to the Corporation the proof of authority or evidence of his
entitlement prescribed by the Act.
12.08 Waiver of Notice - Any Shareholder (or his duly appointed proxyholder),
----------------
Director, Officer, auditor or member of a Committee of Directors may at any time
waive the sending of any notice, or waive or abridge the time for any notice,
required to be given to him under any provision of the Act, the regulations
thereunder, the Articles, the By-Laws or otherwise and such waiver or
abridgement shall cure any default in the giving or the time of such notice, as
the case may be. Any such waiver or abridgement shall be in writing except a
waiver of notice of a meeting of Shareholders or of the Board which may be given
in any manner.
Section Thirteen
----------------
UNANIMOUS SHAREHOLDER AGREEMENT
-------------------------------
13.01 Unanimous Shareholder Agreement - In the event of any conflict between
-------------------------------
the By-Laws and any Unanimous Shareholder Agreement, the provisions of the
Unanimous Shareholder Agreement shall govern.
ENACTED by the Board the _____ day of __________, 1998.
______________________________
CONFIRMED by the Shareholders in accordance with the Act the _____ day of
_____________, 1998.
______________________________
