SECTION 6.02 CHAIRPERSON OF THE BOARD.
The chairperson of the board shall be chosen from among the
directors and, if appointed, shall have such powers and duties as the board may specify.
SECTION 6.03 CHIEF EXECUTIVE OFFICER.
Unless the directors otherwise determine, the chief executive
officer shall be appointed by the directors and shall have general management of its business and affairs.
SECTION 6.04 VICE-PRESIDENT OR VICE-PRESIDENTS.
The vice-president or vice-presidents shall have such powers and
duties as the board may specify.
SECTION 6.05 SECRETARY.
Except as may be otherwise determined from time to time by the
board, the secretary shall attend and be the secretary of all meetings of the board, shareowners and committees of the board and shall enter or cause to be entered in records kept for that purpose minutes of all proceedings thereat; they shall
give or cause to be given, as and when instructed, all notices to shareowners, directors, officers, auditors and members of committees of the board; they 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 they shall have such other powers and
duties as the board or the chief executive officer may specify.
SECTION 6.06 POWERS AND DUTIES OF OTHER OFFICERS.
The powers and duties of all other officers shall be such as the
terms of their engagement call for or as the board or the chief executive officer may specify. Any of the powers and duties of an officer to whom an assistant has been appointed may be exercised and performed by such assistant, unless the board
or the chief executive officer otherwise directs.
SECTION 6.07 VARIATION OF POWERS AND DUTIES.
The board may from time to time and subject to the provisions of
the Act, vary, add to or limit the powers and duties of any officer.
SECTION 6.08 TERM OF OFFICE.
The board, in its discretion, may remove and discharge any or all
the officers of the Corporation either with or without cause at any meeting called for that purpose and may elect or appoint others in their place or places. Any officer or employee of the Corporation, not being a member of the board, may also
be removed and discharged, either with or without cause, by the chairperson of the board. If, however, there be a contract with an officer or employee derogating from the provisions of this section such removal or discharge shall be subject to
the provisions of such contract. Otherwise each officer appointed by the board shall hold office until such officer’s successor is appointed.
SECTION 6.09 TERMS OF EMPLOYMENT AND REMUNERATION.
The terms of employment and the remuneration of officers appointed
by the board shall be settled by it from -time to time.
SECTION 6.10 AGENTS AND ATTORNEYS.
The board, the chairperson of the board or any person delegated by
any of them shall have power from time to time to appoint agents or attorneys for the Corporation in or outside Canada with such powers of management or otherwise (including the power to sub-delegate) as may be thought fit.
ARTICLE SEVEN
PROTECTION OF DIRECTORS, OFFICERS AND OTHERS
SECTION 7.01 LIMITATION OF LIABILITY.
No director or officer shall be liable for the acts, receipts,
neglects or defaults of any other person including any director or officer or employee or agent, or for joining in any receipt or acts for conformity, or for any loss, damage or expense happening to the Corporation through the insufficiency or
deficiency of title to any property acquired by