Registration of Securities of a Foreign Private Issuer — Form 20-F
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 20FR12G Form 20-F Registration Statement 81 420K
5: EX-3.(I) Articles 26 114K
2: EX-3.(I) Certificate of Change of Name 2 6K
3: EX-3.(I) Special Resoultion and Altered Memorandum 3 9K
4: EX-3.(II) Memorandum 2 7K
6: EX-10 Documents Relating to Cinco Minas Property 17 68K
7: EX-10 Documents Relating to Gran Cabrera Properties 4 17K
9: EX-10 Heads of Agreement Relating to the Tinka Property 4 14K
8: EX-10 Letter of Intent Relating to the Tinka Property 2 9K
10: EX-21 List of Subsidiaries 2 6K
Exhibit 1.4
ARTICLES OF PLANEX VENTURES LTD.
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ARTICLES OF
PLANEX VENTURES LTD.
PART PAGE
INTERPRETATION.................................................................1
SHARES AND SHARE CERTIFICATES..................................................1
ISSUE OF SHARES................................................................3
SHARE REGISTERS................................................................3
TRANSFER AND TRANSMISSION OF SHARES............................................4
ALTERATION OF CAPITAL..........................................................5
PURCHASE AND REDEMPTION OF SHARES..............................................6
BORROWING POWERS...............................................................7
GENERAL MEETINGS...............................................................8
PROCEEDINGS AT GENERAL MEETINGS................................................9
VOTES OF MEMBERS..............................................................11
DIRECTORS.....................................................................13
ELECTION AND REMOVAL OF DIRECTORS.............................................14
POWERS AND DUTIES OF DIRECTORS................................................15
DISCLOSURE OF INTEREST OF DIRECTORS...........................................15
PROCEEDINGS OF DIRECTORS......................................................17
EXECUTIVE AND OTHER COMMITTEES................................................18
OFFICERS......................................................................19
INDEMNITY AND PROTECTION OF DIRECTORS, OFFICERS AND EMPLOYEES.................19
DIVIDENDS AND RESERVE.........................................................20
DOCUMENTS, RECORDS AND REPORTS................................................21
NOTICES.......................................................................22
RECORD DATES..................................................................23
SEAL..........................................................................23
PROHIBITIONS..................................................................24
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PROVINCE OF BRITISH COLUMBIA
COMPANY ACT
ARTICLES OF
PLANEX VENTURES LTD.
PART I
INTERPRETATION
1.1 In these Articles, unless there is something in the subject or context
inconsistent therewith:
"Board" and "the Directors" or "the directors" mean the Directors or
sole Director of the Company for the time being.
"Company Act" means the Company Act of the Province of British Columbia
as from time to time enacted and all amendments thereto and includes the
regulations made pursuant thereto.
"seal" means the common seal of the Company.
"month" means calendar month.
"registered owner" or "registered holder" when used with respect to a
share in the authorized capital of the Company means the person
registered in the register of members in respect of such share.
Expressions referring to writing shall be construed as including
references to printing, lithography, typewriting, photography and other
modes of representing or reproducing words in a visible form.
Words importing the singular include the plural and vice versa; and
words importing male persons include female persons; and words importing
persons shall include corporations.
1.2 The meaning of any words or phrases defined in the Company Act shall, if
not inconsistent with the subject or context, bear the same meaning in
these Articles.
1.3 The Rules of Construction contained in the Interpretation Act shall
apply, mutatis mutandis, to the interpretation of these Articles.
PART 2
SHARES AND SHARE CERTIFICATES
2.1 Every member is entitled, without charge, to one certificate
representing the share or shares of each class held by him, provided
that, in respect of a share or shares held jointly by several persons,
the Company shall not be bound to issue more than one certificate, and
delivery of a certificate for a
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share to one of several joint registered holders or to his duly
authorized agent shall be sufficient delivery to all; and provided
further that the Company shall not be bound to issue certificates
representing redeemable shares, if such shares are to be redeemed within
one month of the date on which they were allotted. Any share certificate
may be sent through the mail by registered prepaid mail to the member
entitled thereto, and neither the Company nor any transfer agent shall
be liable for any loss occasioned to the member owing to any such share
certificate so sent being lost in the mail or stolen.
2.2 If a share certificate
(i) is worn out or defaced, the Directors shall, upon production to
them of the said certificate and upon such other terms, if any,
as they may think fit, order the said certificate to be
cancelled and shall issue a new certificate in lieu thereof;
(ii) is lost, stolen or destroyed, then, upon proof thereof to the
satisfaction of the Directors and upon such indemnity, if any,
as the Directors deem adequate being given, a new share
certificate in lieu thereof shall be issued to the person
entitled to such lost, stolen or destroyed certificate; or
(iii) represents more than one share and the registered owner thereof
surrenders it to the Company with a written request that the
Company issue in his name two or more certificates each
representing a specified number of shares and in the aggregate
representing the same number of shares as the certificate so
surrendered, the Company shall cancel the certificate so
surrendered and issue in lieu thereof certificates in accordance
with such request.
Such sum as the Directors may from time to time prescribe shall be paid
to the Company for each certificate to be issued under this Article.
2.3 Every share certificate shall be signed manually by at least one officer
or Director of the Company or by or on behalf of a registrar, branch
registrar, transfer agent or branch transfer agent of the Company and
any additional signatures may be printed or otherwise mechanically
reproduced and, in such event, a certificate so signed is as valid as if
signed manually, notwithstanding that any person whose signature is so
printed or mechanically reproduced shall have ceased to hold the office
that he is stated on such certificate to hold at the date of the issue
of a share certificate.
2.4 Except as required by law, statute or these Articles, no person shall be
recognized by the Company as holding any share upon any trust and the
Company shall not be bound by or compelled in any way to recognize (even
when having notice thereof) any equitable, contingent, future or partial
interest in any share or in any fractional part of a share or (except
only as by law, statute or these Articles provided or as ordered by a
court of competent jurisdiction) any other rights in respect of any
share except an absolute right to the entirety thereof in its registered
holder.
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PART 3
ISSUE OF SHARES
3.1 Subject to Article 3.2 and to any direction to the contrary contained in
a resolution passed at a general meeting authorizing any increase or
alteration of capital, the shares shall be under the control of the
Directors who may, subject to the rights of the holders of the shares of
the Company for the time being issued, issue, allot, sell or otherwise
dispose of, or grant options on, issue warrants for or otherwise deal
in, shares authorized but not outstanding at such times, to such persons
(including Directors), in such manner, upon such terms and conditions,
and at such price or for such consideration, as they, in their absolute
discretion, may determine.
3.2 If the Company is, or becomes, a company which is not a reporting
company and the Directors are required by the Company Act before
allotting any shares to offer them pro rata to the members, the
Directors shall, before allotting any shares, comply with the applicable
provisions of the Company Act.
3.3 Subject to the provisions of the Company Act, the Company, or the
Directors on behalf of the Company, may pay a commission or allow a
discount to any person in consideration of his subscribing or agreeing
to subscribe, whether absolutely or conditionally, for any shares in the
Company, or procuring or agreeing to procure subscriptions, whether
absolutely or conditionally, for any such shares, provided that, if the
Company is not a specially limited company, the rate of the commission
and discount shall not in the aggregate exceed twenty-five per centum of
the amount of the subscription price of such shares.
3.4 No share may be issued until it is fully paid and the Company shall have
received the full consideration therefor in cash, property or past
services actually performed for the Company. The value of property or
services for the purpose of this Article shall be the value determined
by the Directors by resolution to be, in all circumstances of the
transaction, the fair market value thereof.
PART 4
SHARE REGISTERS
4.1 The Company shall keep or cause to be kept within British Columbia, a
register of members, a register of transfers and a register of
allotments, all as required by the Company Act, and may combine one or
more of such registers. If the Company's capital shall consist of more
than one class of shares, a separate register of members, register of
transfers and register of allotments may be kept in respect of each
class of shares. The Directors, on behalf of the Company, may appoint a
trust company to keep the register of members, register of transfers and
register of allotments or, if there is more than one class of shares,
the Directors may appoint a trust company, which need not be the same
trust company, to keep the register of members, the register of
transfers and the register of allotments for each class of shares. The
Directors, on behalf of the Company, may also appoint one or more trust
companies, including the trust company which keeps the said registers of
its shares or of a class thereof, as transfer agent for its shares or
such class thereof, as the case may be, and the same or another trust
company or companies as registrar for its shares or such class thereof,
as the
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case may be. The Directors may terminate the appointment of any such
trust company at any time and may appoint another trust company in its
place.
4.2 Unless prohibited by the Company Act, the Company may keep or cause to
be kept one or more branch registers of members at such place or places,
either within or outside British Columbia, as the Directors may from
time to time determine.
4.3 The Company shall not at any time close its register of members.
PART 5
TRANSFER AND TRANSMISSION OF SHARES
5.1 Subject to the provisions of the Memorandum and of these Articles that
may be applicable, any member may transfer any of his shares by
instrument in writing executed by or on behalf of such member and
delivered to the Company or its transfer agent. The instrument of
transfer of any share of the Company shall be in the form, if any, on
the back of the Company's share certificates or in such other form as
the Directors may from time to time approve. Except to the extent that
the Company Act may otherwise provide, the transferor shall be deemed to
remain the holder of the shares until the name of the transferee is
entered in the register of members or a branch register of members in
respect thereof.
5.2 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 Company, 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 Company, 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 Company 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.
5.3 Neither the Company 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
Company 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.
5.4 Every instrument of transfer shall be executed by the transferor and
left at the registered office of the Company or at the office of its
transfer agent or registrar for registration, together with the share
certificate for the shares to be transferred and such other evidence, if
any, as the Directors or the transfer agent or registrar may require to
prove the title of the transferor or his right to transfer the
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shares and the right to the transferee to have the transfer registered.
All instruments of transfer where the transfer is registered shall be
retained by the Company or its transfer agent or registrar and any
instrument of transfer where the transfer is not registered shall be
returned to the person depositing the same, together with the share
certificate which accompanied the same when tendered for registration.
5.5 There shall be paid to the Company in respect of the registration of any
transfer such sum, if any, as the Directors may from time to time
determine.
5.6 In the case of the death of a member, the survivor or survivors, where
the deceased was a joint registered holder, and the legal personal
representative of the deceased, where he was the sole holder, shall be
the only persons recognized by the Company as having any title to his
interest in the shares. Before recognizing any legal personal
representative, the Directors may require him to obtain a grant of
probate or letters of administration in British Columbia.
5.7 Upon the death or bankruptcy of a member, his personal representative or
trustee in bankruptcy, although not a member, shall have the same
rights, privileges and obligations that attach to the shares formerly
held by the deceased or bankrupt member if the documents required by the
Company Act shall have been deposited at the Company's registered
office.
5.8 Any person becoming entitled to a share in consequence of the death or
bankruptcy of a member shall, upon such documents and evidence being
produced to the Company as the Company Act requires, or who becomes
entitled to a share as a result of an order of a Court of competent
jurisdiction or a statute, has the right either to be registered as a
member in his representative capacity in respect of such share, or, if
he is a personal representative, instead of being registered himself, to
make such transfer of the share as the deceased or bankrupt person could
have made; but the Directors shall, as regards a transfer by a personal
representative or trustee in bankruptcy, have the same right, if any, to
decline or suspend registration of a transferee as they would have in
the case of a transfer of a share by the deceased or bankrupt person
before the death or bankruptcy.
PART 6
ALTERATION OF CAPITAL
6.1 The Company may, by ordinary resolution filed with the Registrar, amend
its Memorandum to increase the authorized capital of the Company by:
(i) creating shares with par value or shares without par value, or
both;
(ii) increasing the number of shares with par value or shares without
par value, or both; or
(iii) increasing the par value of a class of shares with par value, if
no shares of that class are issued.
6.2 The Company may, by special resolution, alter its Memorandum to
subdivide, consolidate, change from shares with par value to shares
without par value, or from shares without par value to shares with par
value, or change the designation of all or any of its shares but only to
such extent, in such
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manner and with such consents of members holding a class of shares which
is the subject of or affected by such alteration, as the Company Act
provides.
6.3 The Company may alter its Memorandum or these Articles:
(i) by special resolution, to create, define and attach special
rights or restrictions to any shares, and
(ii) by special resolution and by otherwise complying with any
applicable provision of its Memorandum or these Articles, to
vary or abrogate any special rights and restrictions attached to
any shares
and in each case by filing a certified copy of such resolution with the
Registrar but no right or special right attached to any issued shares
shall be prejudiced or interfered with unless all members holding shares
of each class whose right or special right is so prejudiced or
interfered with consent thereto in writing, or unless a resolution
consenting thereto is passed at a separate class meeting of the holders
of the shares of each such class by a majority of three-fourths, or such
greater majority as may be specified by the special rights attached to
the class of shares, of the issued shares of such class.
6.4 Notwithstanding such consent in writing or such resolution, no such
alteration shall be valid as to any part of the issued shares of any
class unless the holders of the rest of the issued shares of such class
either all consent thereto in writing or consent thereto by a resolution
passed by the votes of members holding three-fourths of the rest of such
shares.
6.5 If the Company is or becomes a reporting company, no resolution to
create, vary or abrogate any special right of conversion attaching to
any class of shares shall be submitted to any meeting of members unless,
if so required by the Company Act, the Superintendent of Brokers for
British Columbia shall have consented to the resolution.
6.6 Unless these Articles otherwise provide, the provisions of these
Articles relating to general meetings shall apply, with the necessary
changes and so far as they are applicable, to a class meeting of members
holding a particular class of shares but the quorum at a class meeting
shall be one person holding or representing by proxy one-third of the
shares affected.
PART 7
PURCHASE AND REDEMPTION OF SHARES
7.1 Subject to the special rights and restrictions attached to any class or
series of shares, the Company may, by a resolution of the Directors and
in compliance with the Company Act, purchase any of its shares at the
price and upon the terms specified in such resolution or redeem any
class or series of its shares in accordance with the special rights and
restrictions attaching thereto. No such purchase or redemption shall be
made if the Company is insolvent at the time of the proposed purchase or
redemption or if the proposed purchase or redemption would render the
Company insolvent. Unless otherwise permitted under the Company Act, the
Company shall make its offer to purchase pro rata to every member who
holds shares of the class or kind, as the case may be, to be purchased.
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7.2 If the Company proposes at its option to redeem some but not all of the
shares of any class, the Directors may, subject to the special rights
and restrictions attached to such class of shares, decide the manner in
which the shares to be redeemed shall be selected.
7.3 Subject to the provisions of the Company Act, any shares purchased or
redeemed by the Company may be sold or issued by it, but, while such
shares are held by the Company, it shall not exercise any vote in
respect of these shares and no dividend or other distribution shall be
paid or made thereon.
PART 8
BORROWING POWERS
8.1 The Directors may from time to time on behalf of the Company:
(i) borrow money in such manner and amount, on such security, from
such sources and upon such terms and conditions as they think
fit,
(ii) issue bonds, debentures and other debt obligations either
outright or as security for any liability or obligation of the
Company or any other person, and
(iii) mortgage, pledge, charge, whether by way of specific or floating
charge, or give other security on the undertaking, or on the
whole or any part of the property and assets, of the Company
(both present and future).
8.2 Any bonds, debentures or other debt obligations of the Company may be
issued at a discount, premium or otherwise, and with any special
privileges as to redemption, surrender, drawing, allotment of or
conversion into or exchange for shares or other securities, attending
and voting at general meetings of the Company, appointment of Directors
or otherwise and may, by their terms, be assignable free from any
equities between the Company and the person to whom they were issued or
any subsequent holder thereof, all as the Directors may determine.
8.3 The Company shall keep or cause to be kept within the Province of
British Columbia in accordance with the Company Act a register of its
debentures and a register of debentureholders which registers may be
combined and, subject to the provisions of the Company Act, may keep or
cause to be kept one or more branch registers of its debentureholders at
such place or places as the Directors may from time to time determine
and the Directors may by resolution, regulation or otherwise make such
provisions as they think fit respecting the keeping of such branch
registers.
8.4 Every bond, debenture or other debt obligation of the Company shall be
signed manually by at least one Director or officer of the Company or by
or on behalf of a trustee, registrar, branch registrar, transfer agent
or branch transfer agent for the bond, debenture or other debt
obligation appointed by the Company or under any instrument under which
the bond, debenture or other debt obligation is issued and any
additional signatures may be printed or otherwise mechanically
reproduced thereon and, in such event, a bond, debenture or other debt
obligation so signed is as valid as if signed manually notwithstanding
that any person whose signature is so printed or mechanically reproduced
shall have ceased to hold the office that he is stated on such bond,
debenture or other debt obligation to hold at the date of the issue
thereof.
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8.5 The Company shall keep or cause to be kept a register of its
indebtedness to every Director or officer of the Company or an associate
of any of them in accordance with the provisions of the Company Act.
PART 9
GENERAL MEETINGS
9.1 Subject to any extensions of time permitted pursuant to the Company Act,
the first annual general meeting of the Company shall be held within
fifteen months from the date of incorporation and thereafter an annual
general meeting shall be held once in every calendar year at such time
(not being more than thirteen months after the holding of the last
preceding annual general meeting) and place as may be determined by the
Directors.
9.2 If the Company is, or becomes, a company which is not a reporting
company and all the members entitled to attend and vote at an annual
general meeting consent in writing to all the business which is required
or desired to be transacted at the meeting, the meeting need not be
held.
9.3 All general meetings other than annual general meetings are herein
referred to as and may be called extraordinary general meetings.
9.4 The Directors may, whenever they think fit, convene an extraordinary
general meeting. An extraordinary general meeting, if requisitioned in
accordance with the Company Act, shall be convened by the Directors or,
if not convened by the Directors, may be convened by the requisitionists
as provided in the Company Act.
9.5 If the Company is, or becomes, a reporting company, advance notice of
any general meeting at which Directors are to be elected shall be
published in the manner required by the Company Act.
9.6 A notice convening a general meeting specifying the place, the day and
the hour of the meeting and, in the case of special business, the
general nature of that business, shall be given as provided in the
Company Act and in the manner hereinafter in these Articles mentioned or
in such other manner, if any, as may be prescribed by ordinary
resolution, whether previous notice thereof has been given or not, to
such persons as are entitled by law or under these Articles to receive
such notice from the Company. Accidental omission to give notice of a
meeting to, or the non-receipt of notice of a meeting by, any member
shall not invalidate the proceedings at that meeting.
9.7 All the members of the Company entitled to attend and vote at a general
meeting may, by unanimous consent in writing given before, during or
after the meeting or, if they are present at the meeting, by a unanimous
vote, waive or reduce the period of notice of such meeting and an entry
in the minute book of such waiver or reduction shall be sufficient
evidence of the due convening of the meeting.
9.8 Except as otherwise provided by the Company Act, where any special
business at a general meeting includes considering, approving,
ratifying, adopting or authorizing any document or the execution thereof
or the giving of effect thereto, the notice convening the meeting shall,
with respect to such document, be sufficient if it states that a copy of
the document or proposed document is or will be
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available for inspection by members at the registered office or records
office of the Company or at some other place in British Columbia
designated in the notice during usual business hours up to the date of
such general meeting.
PART 10
PROCEEDINGS AT GENERAL MEETINGS
10.1 All business shall be deemed special business which is transacted at
(i) an extraordinary general meeting other than the conduct of and
voting at such meeting; and
(ii) an annual general meeting, with the exception of the conduct of,
and voting at, such meeting, the consideration of the financial
statement and of the respective reports of the Directors and
Auditor, fixing or changing the number of Directors, the
election of Directors, the appointment of the Auditor, the
fixing of the remuneration of the Auditor and such other
business as by these Articles or the Company Act may be
transacted at a general meeting without prior notice thereof
being given to the members or any business which is brought
under consideration by the report of the Directors.
10.2 No business, other than election of the chairman or the adjournment of
the meeting, shall be transacted at any general meeting unless a quorum
of members, entitled to attend and vote, is present at the commencement
of the meeting, but the quorum need not be present throughout the
meeting.
10.3 Save as herein otherwise provided, a quorum shall be two members or
proxyholders present. If there is only one member, the quorum is one
person present and being, or representing by proxy, such member. The
Directors, the Secretary or, in his absence, an assistant Secretary, and
the solicitor of the Company shall be entitled to attend at any general
meeting but no such person shall be counted in the quorum or be entitled
to vote at any general meeting unless he is a member or proxyholder
entitled to vote thereat.
10.4 If, within half an hour from the time appointed for a general meeting a
quorum is not present, the meeting, if convened upon the requisition of
members, shall be dissolved. In any other case, it shall stand adjourned
to the same day in the next week, at the same time and place, and, if at
the adjourned meeting a quorum is not present within half an hour from
the time appointed for the meeting, the person or persons present and
being, or representing by proxy, a member or members entitled to attend
and vote at the meeting shall be a quorum.
10.5 The Chairman of the Board, if any, or in his absence the President of
the Company shall be entitled to preside as Chairman at every general
meeting of the Company.
10.6 If at any general meeting neither the Chairman of the Board nor the
President is present within fifteen minutes after the time appointed for
holding the meeting or is willing to serve as Chairman, the members
present shall choose a Chairman.
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10.7 The Chairman may and shall, if so directed by the meeting, adjourn the
meeting from time to time and from place to place, but no business shall
be transacted at any adjourned meeting other than the business left
unfinished at the meeting from which the adjournment took place. When a
meeting is adjourned for thirty days or more, notice, but not "advance
notice", of the adjourned meeting shall be given as in the case of an
original meeting. Save as aforesaid, it shall not be necessary to give
any notice of an adjourned meeting or of the business to be transacted
at an adjourned meeting.
10.8 No motion proposed at a general meeting need be seconded and the
Chairman may propose or second a motion.
10.9 Subject to the provisions of the Company Act, at any general meeting a
resolution put to the vote of the meeting shall be decided on a show of
hands unless (before or on the declaration of the result of the show of
hands) a poll is directed by the Chairman or demanded by at least one
member entitled to vote who is present in person or by proxy. The
Chairman shall declare to the meeting the decision on every question in
accordance with the result of the show of hands or the poll, and such
decision shall be entered in the minute book of the Company. A
declaration by the Chairman that a resolution has been carried, or
carried unanimously, or by a particular majority, or lost or not carried
by a particular majority and an entry to that effect in the minute book
of the Company shall be conclusive evidence of the fact, without proof
of the number or proportion of the votes recorded in favour of, or
against that resolution.
10.10 In the case of an equality of votes, whether on a show of hands or on a
poll, the Chairman of the meeting at which the show of hands takes place
or at which the poll is demanded shall not be entitled to a second or
casting vote.
10.11 No poll may be demanded on the election of a Chairman. A poll demanded
on a question of adjournment shall be taken forthwith. A poll 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
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 poll shall be
deemed to be the resolution of and passed at the meeting at which the
poll was demanded.
Any business other than that upon which the poll has been demanded may
be proceeded with pending the taking of the poll. A demand for a poll
may be withdrawn. 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.
10.12 Every ballot cast upon a poll and every proxy appointing a proxyholder
who casts a ballot upon a poll shall be retained by the Secretary for
such period and be subject to such inspection as the Company Act may
provide.
10.13 On a poll, a person entitled to cast more than one vote need not, if he
votes, use all his votes or cast all the votes he uses in the same way.
10.14 Unless the Company Act, the Memorandum or these Articles otherwise
provide, any action to be taken by a resolution of the members may be
taken by an ordinary resolution.
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PART 11
VOTES OF MEMBERS
11.1 Subject to any special voting rights or restrictions attached to any
class of shares and the restrictions on joint registered holders of
shares, on a show of hands every member who is present in person and
entitled to vote thereat shall have one vote and on a poll every member
shall have one vote for each share of which he is the registered holder
and may exercise such vote either in person or by proxyholder.
11.2 Any person who is not registered as a member but is entitled to vote at
any general meeting in respect of a share may vote the share in the same
manner as if he were a member; but, unless the Directors have previously
admitted his right to vote at that meeting in respect of the share, he
shall satisfy the Directors of his right to vote the share before the
time for holding the meeting or adjourned meeting, as the case may be,
at which he proposes to vote.
11.3 Any corporation not being a subsidiary which is a member of the Company
may by resolution of its directors or other governing body authorize
such person as it thinks fit to act as its representative at any general
meeting or class 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 Company personally present
including, without limitation, the right, unless restricted by such
resolution, to appoint a proxyholder to represent such corporation, and
shall be counted for the purpose of forming a quorum if present at the
meeting. Evidence of the appointment of any such representative may be
sent to the Company by written instrument, telegram, telex or any method
of transmitting legibly recorded messages. Notwithstanding the
foregoing, a corporation which is a member may appoint a proxyholder.
11.4 In the case of joint registered holders of a share, the vote of the
senior who exercises a vote, whether in person or by proxyholder, shall
be accepted to the exclusion of the votes of the other joint registered
holders; and for this purpose seniority shall be determined by the order
in which the names stand in the register of members. Several legal
personal representatives of a deceased member whose shares are
registered in his sole name shall for the purpose of this Article be
deemed joint registered holders.
11.5 A member of unsound mind entitled to attend and vote, in respect of whom
an order has been made by any court having jurisdiction, may vote,
whether on a show of hands or on a poll, by his committee, curator bonis
or other person in the nature of a committee or curator bonis appointed
by that court, and any such committee, curator bonis or other person may
appoint a proxyholder.
11.6 A member holding more than one share in respect of which he is entitled
to vote shall be entitled to appoint one or more (but not more than
five) proxyholders to attend, act and vote for him on the same occasion.
If such a member should appoint more than one proxyholder for the same
occasion, he shall specify the number of shares each proxyholder shall
be entitled to vote. A member may also appoint one or more alternate
proxyholders to act in the place and stead of an absent proxyholder.
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11.7 A form of proxy shall be in writing under the hand of the appointor or
of his attorney duly authorized in writing or, if the appointor is a
corporation, either under the seal of the corporation or under the hand
of a duly authorized officer or attorney. A proxyholder need not be a
member of the Company if:
(i) the Company is, at the time, a reporting company, or
(ii) the member appointing the proxyholder is a corporation, or
(iii) the Company shall have, at the time, only one member, or
(iv) the persons present in person or by proxy and entitled to vote
at the meeting by resolution permit the proxyholder to attend
and vote; for the purpose of such resolution, the proxyholder
shall be counted in the quorum but shall not be entitled to vote
and in all other cases a proxyholder must be a member.
11.8 A proxy and any power of attorney or other authority under which it is
signed or a notarially certified copy of the power or authority shall be
deposited at the place specified for that purpose in the notice of
meeting or, in the documents mailed to the members with the notice of
meeting or, if no place is so specified, at the registered office of the
Company before the time for holding the meeting at which the person
named in the proxy proposes to vote or such earlier time as the
Directors may determine. In default, the proxy will not be treated as
valid.
11.9 Unless the Company Act or any other statute or law which is applicable
to the Company or to any class of its shares requires any other form of
proxy, a proxy, whether for a specified meeting or otherwise, shall be
in the form following, but may also be in any other form that the
Directors or the Chairman of the meeting shall approve:
"The undersigned member of ________________ (hereinafter called the
"Company") hereby appoints ____________________ or failing him,
________________________or failing either of them, as the proxyholder
for and on behalf of the undersigned to attend, act and vote for and on
behalf of the undersigned at the general meeting of the members of the
Company to be held on _______________________and at any adjournments
thereof, to the same extent and with the same powers as if the
undersigned were present at the said meeting, or any adjournment
thereof, and the persons named are specifically directed to vote as
indicated below:
Dated:
--------------------------------
Signature of Member"
11.10 A vote given in accordance with the terms of a proxy is valid,
notwithstanding the previous death or incapacity of the member giving
the proxy or the revocation of the proxy or of the authority under which
the form of proxy was executed or the transfer of the share or shares in
respect of which the proxy is given, provided that no notification in
writing of such death, incapacity, revocation or transfer shall have
been received at the registered office of the Company or by the Chairman
of the meeting or adjourned meeting for which the proxy was given before
the vote is taken.
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11.11 Every proxy may be revoked by an instrument in writing
(i) executed by the member giving the same or by his attorney
authorized in writing or, where the member is a corporation, by
a duly authorized officer or attorney of the corporation; and
(ii) delivered either at the registered office of the Company at any
time up to and including the last business day preceding the day
of the meeting, or any adjournment thereof at which the proxy is
to be used, or to the Chairman of the meeting on the day of the
meeting or any adjournment thereof before any vote in respect of
which the proxy is to be used shall have been taken
or in any other manner provided by law.
PART 12
DIRECTORS
12.1 The subscribers to the Memorandum of the Company are the first
Directors. The Directors to succeed the first Directors may be appointed
in writing by a majority of the subscribers to the Memorandum or at a
meeting of the subscribers, or if not so appointed, they shall be
elected by the members entitled to vote on the election of Directors and
the number of Directors shall be the same as the number of Directors so
appointed or elected. The number of Directors, excluding additional
Directors, may be fixed or changed from time to time by ordinary
resolution, whether previous notice thereof has been given or not, but
notwithstanding anything contained in these Articles, the number of
Directors shall never be less than one or, if the Company is or becomes
a reporting company, less than three.
12.2 The remuneration of the Directors as such may from time to time be
determined by the Directors or, if the Directors shall so decide, by the
members. Such remuneration may be in addition to any salary or other
remuneration paid to any officer or employee of the Company as such who
is also a Director. The Directors shall be repaid such reasonable
travelling, hotel and other expenses as they incur in and about the
business of the Company and, if any Director shall perform any
professional or other services for the Company that in the opinion of
the Directors are outside the ordinary duties of a Director or shall
otherwise be specially occupied in or about the Company's business, he
may be paid a remuneration to be fixed by the Board or, at the option of
such Director, by the Company in general meeting and such remuneration
may be either in addition to, or in substitution for, any other
remuneration that he may be entitled to receive. The Directors, on
behalf of the Company, unless otherwise determined by ordinary
resolution, may pay a gratuity or pension or allowance on retirement to
any Director who has held any salaried office or place of profit with
the Company or to his spouse or dependents and may make contributions to
any fund and pay premiums for the purchase or provision of any such
gratuity, pension or allowance.
12.3 A Director shall not be required to hold a share in the capital of the
Company as qualification for his office but shall be qualified as
required by the Company Act to become or act as a Director.
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PART 13
ELECTION AND REMOVAL OF DIRECTORS
13.1 At each annual general meeting of the Company all the Directors shall
retire and the members entitled to vote thereat shall elect a Board of
Directors. If the Company is, or becomes, a company that is not a
reporting company and the business to be transacted at any annual
general meeting is consented to in writing by all the members who are
entitled to attend and vote thereat, such annual general meeting shall
be deemed for the purpose of this Part to have been held on such written
consent becoming effective.
13.2 A retiring Director shall be eligible for re-election.
13.3 Where the Company fails to hold an annual general meeting in accordance
with the Company Act, the Directors then in office shall be deemed to
have been elected or appointed as Directors on the last day on which the
annual general meeting could have been held pursuant to these Articles
and they may hold office until other Directors are appointed or elected
or until the day on which the next annual general meeting is held.
13.4 If at any general meeting at which there should be an election of
Directors, the places of any of the retiring Directors are not filled by
such election, such of the retiring Directors who are not re-elected as
Directors may be requested by the newly-elected Directors, and they
shall, if willing to do so, continue in office to complete the number of
Directors for the time being fixed pursuant to these Articles until
further new Directors are elected at a general meeting convened for the
purpose. If any such election or continuance of Directors does not
result in the election or continuance of the number of Directors for the
time being fixed pursuant to these Articles, such number shall be fixed
at the number of Directors actually elected or continued in office or at
such number as fixed by resolution at a general meeting.
13.5 Any casual vacancy occurring in the Board of Directors may be filled by
resolution of the remaining Directors or Director.
13.6 Between successive annual general meetings, the Directors shall have
power to appoint one or more additional Directors but not more than
one-third of the number of Directors fixed pursuant to these Articles
and in effect at the last general meeting at which Directors were
elected. Any Director so appointed shall hold office only until the next
following annual general meeting of the Company but shall be eligible
for election at such meeting and, so long as he is an additional
Director, the number of Directors shall be increased accordingly.
13.7 Any Director may, by instrument in writing delivered to the Company,
appoint any person to be his alternate to act in his place at meetings
of the Directors at which he is not present unless the Directors shall
have reasonably disapproved the appointment of such person as an
alternate Director and shall have given notice to that effect to the
Director appointing the alternate Director within a reasonable time
after delivery of such instrument to the Company. Every such alternate
shall be entitled to notice of meetings of the Directors and to attend
and vote as a Director at a meeting at which the person appointing him
is not personally present, and, if he is a Director, to have a separate
vote on behalf of the Director he is representing in addition to his own
vote. A Director may at any time by instrument, telegram, telex or any
method of transmitting legibly recorded messages
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delivered to the Company revoke the appointment of an alternate
appointed by him. The remuneration payable to such an alternate shall be
payable out of the remuneration of the Director appointing him.
13.8 The office of Director shall be vacated if the Director:
(i) resigns his office by notice in writing delivered to the
registered office of the Company; or
(ii) is convicted of an indictable offence and the other Directors
shall have resolved to remove him; or
(iii) ceases to be qualified to act as a Director pursuant to the
Company Act.
13.9 The Company may, by special resolution, remove any Director before the
expiration of his period of office and may, by an ordinary resolution,
appoint another person in his stead.
PART 14
POWERS AND DUTIES OF DIRECTORS
14.1 The Directors shall manage, or supervise the management of, the affairs
and business of the Company and shall have the authority to exercise all
such powers of the Company as are not, by the Company Act or by the
Memorandum or these Articles, required to be exercised by the Company in
general meeting.
14.2 The Directors may from time to time by power of attorney or other
instrument under the seal, appoint any person to be the attorney of the
Company for such purposes, and with such powers, authorities and
discretions (not exceeding those vested in or exercisable by the
Directors under these Articles and excepting the powers of the Directors
relating to the constitution of the Board and of any of its committees
and the appointment or removal of officers and the power to declare
dividends) and for such period, which such remuneration and subject to
such conditions as the Directors may think fit, and any such appointment
may be made in favour of any of the Directors or any of the members of
the Company or in favour of any corporation, or of any of the members,
directors, nominees or managers of any corporation, firm or joint
venture and any such power of attorney may contain such provisions for
the protection or convenience of persons dealing with such attorney as
the Directors think fit. Any such attorney may be authorized by the
Directors to subdelegate all or any of the powers, authorities and
discretions for the time being vested in him.
PART 15
DISCLOSURE OF INTEREST OF DIRECTORS
15.1 A Director who is, in any way, directly or indirectly interested in an
existing or proposed contract or transaction with the Company or who
holds any office or possesses any property whereby, directly or
indirectly, a duty or interest might be created to conflict with his
duty or interest as a Director shall declare the nature and extent of
his interest in such contract or transaction or of the conflict or
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potential conflict with his duty and interest as a Director, as the case
may be, in accordance with the provisions of the Company Act.
15.2 A Director shall not vote in respect of any such contract or transaction
with the Company in which he is interested and, if he shall do so, his
vote shall not be counted, but he shall be counted in the quorum present
at the meeting at which such vote is taken. Subject to the provisions of
the Company Act, the foregoing prohibitions shall not apply to
(i) any such contract or transaction relating to a loan to the
Company, which a Director, or a specified corporation or a
specified firm in which he has an interest, has guaranteed or
joined in guaranteeing the repayment of the loan or any part of
the loan;
(ii) any contract or transaction made or to be made with, or for the
benefit of, an affiliated corporation of which a Director is a
director;
(iii) determining the remuneration of the Directors;
(iv) purchasing and maintaining insurance to cover Directors against
liability incurred by them as Directors; or
(v) the indemnification of any Director by the Company.
These exceptions may from time to time be suspended or amended to any
extent approved by the Company in general meeting and permitted by the
Company Act, either generally or in respect of any particular contract
or transaction or for any particular period.
15.3 A Director may hold any office or place of profit with the Company
(other than the office of auditor of the Company) in conjunction with
his office of Director for such period and on such terms (as to
remuneration or otherwise) as the Directors may determine and no
Director or intended Director shall be disqualified by his office from
contracting with the Company either with regard to his tenure of any
such other office or place of profit or as vendor, purchaser or
otherwise, and, subject to compliance with the provisions of the Company
Act, no contract or transaction entered into by or on behalf of the
Company in which a Director is in any way interested shall be liable to
be voided by reason thereof.
15.4 Subject to compliance with the provisions of the Company Act, a Director
or his firm may act in a professional capacity for the Company (except
as auditor of the Company) and he or his firm shall be entitled to
remuneration for professional services as if he were not a Director.
15.5 A Director may be or become a director or other officer or employee of,
or otherwise interested in, any corporation or entity in which the
Company may be interested as a shareholder or otherwise, and, subject to
compliance with the provisions of the Company Act, such Director shall
not be accountable to the Company for any remuneration or other benefits
received by him as director, officer or employee of, or from his
interest in, such other corporation or firm, unless the Company in
general meeting otherwise directs.
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PART 16
PROCEEDINGS OF DIRECTORS
16.1 The Chairman of the Board, if any, or, in his absence, the President
shall preside as Chairman at every meeting of the Directors. If there is
no Chairman of the Board or neither the Chairman of the Board nor the
President is present within 15 minutes of the time appointed for holding
the meeting or is willing to act as Chairman or, if the Chairman of the
Board, if any, and the President have advised the Secretary that they
will not be present at the meeting, the Directors present shall choose
one of their number to be Chairman of the meeting.
16.2 The Directors may meet together for the dispatch of business, adjourn
and otherwise regulate their meetings, as they think fit. Questions
arising at any meeting shall be decided by a majority of votes. In case
of an equality of votes, the Chairman shall have a second or casting
vote. Meetings of the Board held at regular intervals may be held at
such place, at such time and upon such notice, if any, as the Board may
by resolution from time to time determine.
16.3 A meeting of the Board or of any committee of the Directors may be held
by means of conference telephones or other communications facilities
whereby all Directors participating in the meeting can hear each other
provided that all such Directors agree to such participation. A Director
participating in a meeting in accordance with this Article shall be
deemed to be present at the meeting and to have so agreed and shall be
counted in the quorum therefor and be entitled to speak and vote
thereat.
16.4 A Director may, and the Secretary or an Assistant Secretary upon request
of a Director shall, call a meeting of the Board at any time. Reasonable
notice of such meeting specifying the place, day and hour of such
meeting shall be given by mail, postage prepaid, addressed to each of
the Directors and alternate Directors at his address as it appears on
the books of the Company or by leaving it at his usual business or
residential address or by telephone, telegram, telex or any method of
transmitting legibly recorded messages. It shall not be necessary to
give notice of a meeting of Directors to any Director or alternate
Director if such meeting is to be held immediately following a general
meeting at which such Director shall have been elected or is the meeting
of Directors at which such Director is appointed.
16.5 Any Director of the Company may file with the Secretary a document
executed by him waiving notice of any past, present or future meeting or
meetings of the Directors being, or required to have been, sent to him
and may at any time withdraw such waiver with respect to meetings held
thereafter. After filing such waiver with respect to future meetings and
until such waiver is withdrawn no notice need be given to such Director
and, unless the Director otherwise requires in writing to the Secretary,
to his alternate Director of any meeting of Directors and all meetings
of the Directors so held shall be deemed not to be improperly called or
constituted by reason of notice not having been given to such Director
or alternate Director.
16.6 The quorum necessary for the transaction of the business of the
Directors may be fixed by the Directors and, if not so fixed, shall be a
majority of the Directors or, if the number of Directors is fixed at
one, shall be one Director.
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16.7 The continuing Directors may act notwithstanding any vacancy in their
body, but, if and so long as their number is reduced below the number
fixed pursuant to these Articles as the necessary quorum of Directors,
the continuing Directors may act for the purpose of increasing the
number of Directors to that number or of summoning a general meeting of
the Company, but for no other purpose.
16.8 Subject to the provisions of the Company Act, all acts done by any
meeting of the Directors or of a committee of Directors, or by any
person acting as a Director, shall, notwithstanding that it be
afterwards discovered that there was some defect in the qualification,
election or appointment of any such Directors or of the members of such
committee or person acting as aforesaid, or that they or any of them
were disqualified, be as valid as if every such person had been duly
elected or appointed and was qualified to be a Director.
16.9 A resolution consented to in writing, whether by document, telegram,
telex or any method of transmitting legibly recorded messages or other
means, by all of the Directors shall be as valid and effectual as if it
had been passed at a meeting of the Directors duly called and held. Such
resolution may be in two or more counterparts which together shall be
deemed to constitute one resolution in writing. Such resolution shall be
filed with the minutes of the proceedings of the Directors and shall be
effective on the date stated thereon or on the latest date stated on any
counterpart.
PART 17
EXECUTIVE AND OTHER COMMITTEES
17.1 The Directors may by resolution appoint one or more committees
consisting of such member or members of their body as they think fit and
may delegate to any such committee between meetings of the Board such
powers of the Board (except the power to fill vacancies in the Board and
the power to change the membership of or fill vacancies in any committee
of the Board and the power to appoint or remove officers appointed by
the Board) subject to such conditions as may be prescribed in such
resolution, and all committees so appointed shall keep regular minutes
of their transactions and shall cause them to be recorded in books kept
for that purpose, and shall report the same to the Board of Directors at
such times as the Board of Directors may from time to time require. The
Directors shall also have power at any time to revoke or override any
authority given to or acts to be done by any such committees except as
to acts done before such revocation or overriding and to terminate the
appointment or change the membership of a committee and to fill
vacancies in it. Committees may make rules for the conduct of their
business and may appoint such assistants as they may deem necessary. A
majority of the members of a committee shall constitute a quorum
thereof.
17.2 Any 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
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committee and shall be effective on the date stated thereon or on the
latest date stated in any counterpart.
PART 18
OFFICERS
18.1 The Directors shall from time to time appoint a President and a
Secretary and such other officers, if any, as the Directors shall
determine and the Directors may, at any time, terminate any such
appointment. No officer shall be appointed unless he is qualified in
accordance with the provisions of the Company Act.
18.2 One person may hold more than one of such offices, except that the
offices of President and Secretary must be held by different persons
unless the Company has only one member. Any person appointed as the
Chairman of the Board, the President or the managing Director shall be a
Director. The other officers need not be Directors. The remuneration of
the officers of the Company as such and the terms and conditions of
their tenure of office or employment shall from time to time be
determined by the Directors; such remuneration may be by way of salary,
fees, wages, commission or participation in profits or any other means
or all of these modes and an officer may, in addition to such
remuneration, be entitled to receive, after he ceases to hold such
office or leaves the employment of the Company, a pension or gratuity.
The Directors may decide what functions and duties each officer shall
perform and may entrust to and confer upon him any of the powers
exercisable by them upon such terms and conditions and with such
restrictions as they think fit and may from time to time revoke,
withdraw, alter or vary all or any of such functions, duties and powers.
The Secretary shall, inter alia, perform the functions of the Secretary
specified in the Company Act.
18.3 Every officer of the Company who holds any office or possesses any
property whereby, whether directly or indirectly, duties or interests
might be created in conflict with his duties or interests as an officer
of the Company shall, in writing, disclose to the President the fact and
the nature, character and extent of the conflict.
PART 19
INDEMNITY AND PROTECTION OF DIRECTORS, OFFICERS AND EMPLOYEES
19.1 Subject to the provisions of the Company Act, the Directors shall cause
the Company to indemnify a Director or former Director of the Company
and the Directors may cause the Company to indemnify a Director or
former Director of a corporation of which the Company is or was a
shareholder and the heirs and personal representatives of any such
person against all costs, charges and expenses, including an amount paid
to settle an action or satisfy a judgment, actually and reasonably
incurred by him or them including an amount paid to settle an action or
satisfy a judgment in a civil, criminal or administrative action or
proceeding to which he is or they are made a party by reason of his
being or having been a Director of the Company or a director of such
corporation, including any action brought by the Company or any such
corporation. Each Director
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of the Company on being elected or appointed shall be deemed to have
contracted with the Company on the terms of the foregoing indemnity.
19.2 Subject to the provisions of the Company Act, the Directors may cause
the Company to indemnify any officer, employee or agent of the Company
or of a corporation of which the Company is or was a shareholder
(notwithstanding that he is also a Director) and his heirs and personal
representatives against all costs, charges and expenses whatsoever
incurred by him or them and resulting from his acting as an officer,
employee or agent of the Company or such corporation. In addition, the
Company shall indemnify the Secretary or an Assistant Secretary of the
Company (if he shall not be a full time employee of the Company and
notwithstanding that he is also a Director) and his respective heirs and
legal representatives against all costs, charges and expenses whatsoever
incurred by him or them and arising out of the functions assigned to the
Secretary by the Company Act or these Articles and each such Secretary
and Assistant Secretary shall on being appointed be deemed to have
contracted with the Company on the terms of the foregoing indemnity.
19.3 The failure of a Director or officer of the Company to comply with the
provisions of the Company Act or of the Memorandum or these Articles
shall not invalidate any indemnity to which he is entitled under this
Part.
19.4 The Directors may cause the Company to purchase and maintain insurance
for the benefit of any person who is or was serving as a director,
officer, employee or agent of the Company or as a director, officer,
employee or agent of any corporation of which the Company is or was a
shareholder and his heirs or personal representatives against any
liability incurred by him as such director, officer, employee or agent.
PART 20
DIVIDENDS AND RESERVE
20.1 The Directors may, from time to time, declare and authorize payment of
such dividends, if any, as they may deem advisable and need not give
notice of such declaration to any member. No dividend shall be paid
otherwise than out of funds and/or assets properly available for the
payment of dividends and a declaration by the Directors as to the amount
of such funds or assets available for dividends shall be conclusive. The
Company may pay any such dividend, wholly or in part, by the
distribution of specific assets and, in particular, by paid up shares,
bonds, debentures or other securities of the Company or any other
corporation or in any one or more such ways as may be authorized by the
Company or the Directors and where any difficulty arises with regard to
such a distribution the Directors may settle the same as they think
expedient and, in particular, may fix the value for distribution of such
specific assets or any part thereof and may determine that cash payments
in substitution for all or any part of the specific assets to which any
members are entitled shall be made to any members on the basis of other
value so fixed in order to adjust the rights of all parties and may vest
any such specific assets in trustees for the persons entitled to the
dividend as may seem expedient to the Directors.
20.2 Any dividend declared on shares of any class by the Directors may be
made payable on such date as is fixed by the Directors.
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20.3 Subject to the rights of members, if any, holding shares with special
rights as to dividends, all dividends on shares of any class shall be
declared and paid according to the number of such shares held.
20.4 The Directors may, before declaring any dividend, set aside out of the
funds properly available for the payment of dividends such sums as they
think proper as a reserve or reserves, which shall, at the discretion of
the Directors, be applicable for meeting contingencies, or for
equalizing dividends, or for any other purpose to which such funds of
the Company may be properly applied and pending such application may, at
the like discretion, either be employed in the business of the Company
or be invested in such investments as the Directors may from time to
time think fit. The Directors may also, without placing the same in
reserve, carry forward such funds which they think prudent not to
divide.
20.5 If several persons are registered as joint holders of any share, any one
of them may give an effective receipt for any dividend, bonuses or other
moneys payable in respect of the share.
20.6 No dividend shall bear interest against the Company. Where the dividend
to which a member is entitled includes a fraction of a cent, such
fraction shall be disregarded in making payment thereof and such payment
shall be deemed to be payment in full.
20.7 Any dividend, bonuses or other moneys payable in cash in respect of
shares may be paid by cheque or warrant sent through the post directed
to the registered address of the holder or, in the case of joint
holders, to the registered address of that one of the joint holders who
is first named in the register, or to such person and to such address as
the holder or joint holders may direct in writing. Every such cheque or
warrant shall be made payable to the order of the person to whom it is
sent. The mailing of such cheque or warrant shall, to the extent of the
sum represented thereby (plus the amount of any tax required by law to
be deducted), discharge all liability for the dividend, unless such
cheque or warrant shall not be paid on presentation or the amount of tax
so deducted shall not be paid to the appropriate taxing authority.
20.8 Notwithstanding anything contained in these Articles, the Directors may
from time to time capitalize any undistributed surplus on hand of the
Company and may from time to time issue as fully paid and non-assessable
any unissued shares, or any bonds, debentures or debt obligations of the
Company as a dividend representing such undistributed surplus on hand or
any part thereof.
PART 21
DOCUMENTS, RECORDS AND REPORTS
21.1 The Company shall keep at its records office or at such other place as
the Company Act may permit, the documents, copies, registers, minutes
and records which the Company is required by the Company Act to keep at
its records office or such other place, as the case may be.
21.2 The Company shall keep or cause to be kept proper books of account and
accounting records in respect of all financial and other transactions of
the Company in order to properly record the financial affairs and
conditions of the Company and to comply with the Company Act.
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21.3 Unless the Directors determine otherwise, or unless otherwise determined
by an ordinary resolution, no member of the Company shall be entitled to
inspect the accounting records of the Company.
21.4 The Directors shall from time to time at the expense of the Company,
cause to be prepared and laid before the Company in general meeting such
financial statements and reports as are required by the Company Act.
21.5 Every member shall be entitled, without charge, to a copy of the latest
annual financial statement of the Company and, if so required by the
Company Act, a copy of each such annual financial statement and interim
financial statement shall be mailed to each member.
PART 22
NOTICES
22.1 A notice, statement or report may be given or delivered by the Company
to any member either by delivery to him personally or by sending it by
mail to him to his address as recorded in the register of members. Where
a notice, statement or report is sent by mail, service or delivery of
the notice, statement or report shall be deemed to be effected by
properly addressing, prepaying and mailing the notice, statement or
report and to have been given on the day, Saturdays, Sundays and
holidays excepted, following the date of mailing. A certificate signed
by the Secretary or other officer of the Company or of any other
corporation acting in that behalf for the Company that the letter,
envelope or wrapper containing the notice, statement or report was so
addressed, prepaid and mailed shall be conclusive evidence thereof.
22.2 A notice, statement or report may be given or delivered by the Company
to the joint holders of a share by giving the notice to the joint holder
first named in the register of members in respect of the share.
22.3 A notice, statement or report may be given or delivered by the Company
to the persons entitled to a share in consequence of the death,
bankruptcy or incapacity of a member by sending it through the mail
prepaid addressed to them by name or by the title of representatives of
the deceased or incapacitated person or trustee of the bankrupt, or by
any like description, at the address, if any, supplied to the Company
for the purpose by the persons claiming to be so entitled, or (until
such address has been so supplied) by giving the notice in a manner in
which the same might have been given if the death, bankruptcy or
incapacity had not occurred.
22.4 Notice of every general meeting or meeting of members holding a class of
shares shall be given in a manner hereinbefore authorized to every
member holding at the time of the issue of the notice or the date fixed
for determining the members entitled to such notice, whichever is the
earlier, shares which confer the right to notice of and to attend and
vote at any such meeting. No other person except the auditor of the
Company and the Directors of the Company shall be entitled to receive
notices of any such meeting.
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PART 23
RECORD DATES
23.1 The Directors may fix in advance a date, which shall not be more than
the maximum number of days permitted by the Company Act preceding the
date of any meeting of members or any class thereof or of the payment of
any dividend or of the proposed taking of any other proper action
requiring the determination of members as the record date for the
determination of the members entitled to notice of, or to attend and
vote at, any such meeting and any adjournment thereof, or entitled to
receive payment of any such dividend or for any other proper purpose
and, in such case, notwithstanding anything elsewhere contained in these
Articles, only members of record on the date so fixed shall be deemed to
be members for the purposes aforesaid.
23.2 Where no record date is so fixed for the determination of members as
provided in the preceding Article, the date on which the notice is
mailed or on which the resolution declaring the dividend is adopted, as
the case may be, shall be the record date for such determination.
PART 24
SEAL
24.1 The Directors may provide a seal for the Company and, if they do so,
shall provide for the safe custody of the seal which shall not be
affixed to any instrument except in the presence of the following
persons, namely:
(i) any two Directors, or
(ii) one of the Chairman of the Board, the President, the managing
Director and a Vice-President together with one of the
Secretary, the Treasurer, the Secretary-Treasurer, an Assistant
Secretary, an Assistant Treasurer and an Assistant
Secretary-Treasurer, or
(iii) if the Company shall have only one member, the President or the
Secretary, or
(iv) such person or persons as the Directors may from time to time by
resolution appoint
and the said Directors, officers, person or persons in whose presence
the seal is to be affixed to an instrument shall sign such instrument.
For the purpose of certifying under seal true copies of any document or
resolution, the seal may be affixed in the presence of any one of the
foregoing persons.
24.2 To enable the seal of the Company to be affixed to any bonds,
debentures, share certificates or other securities of the Company,
whether in definitive or interim form, on which facsimiles of any of the
signatures of the Directors or officers of the Company are, in
accordance with the Company Act and/or these Articles, printed or
otherwise mechanically reproduced, there may be delivered to the firm or
company employed to engrave, lithograph or print such definitive or
interim bonds, debentures, share certificates or other securities one or
more unmounted dies reproducing the Company's seal and the Chairman of
the Board, the President, the Managing Director or a Vice-
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President and the Secretary, Treasurer, Secretary-Treasurer, or
Assistant Secretary, an Assistant Treasurer or an Assistant
Secretary-Treasurer may by a document authorize such firm or company to
cause the Company's seal to be affixed to such definite or interim
bonds, debentures, share certificates or other securities by the use of
such dies. Bonds, debentures, share certificates or other securities to
which the Company's seal has been so affixed shall for all purposes be
deemed to be under and to bear the Company's seal lawfully affixed
thereto.
24.3 The Company may have for use in any other province, state, territory or
country an official seal which shall have on its face the name of the
province, state, territory or country where it is to be used and all of
the powers conferred by the Company Act with respect thereto may be
exercised by the Directors or by a duly authorized agent of the Company.
PART 25
PROHIBITIONS
25.1 So long as the Company is a company that is not a reporting company, the
following prohibitions shall apply:
(i) No shares or debt obligations issued by the Company shall be
offered for sale to the public.
(ii) No shares shall be transferred without the previous consent of
the Directors expressed by a resolution of the Board and the
Directors shall not be required to give any reason for refusing
to consent to any such proposed transfer.
/s/ W. David Black
---------------------------
W. David Black
1509 Dunbar Street
Vancouver, B.C.
V6R 3L6
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