Registration of Securities Issued in a Business-Combination Transaction — Form S-4 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: S-4 Registration Statement HTML 1.06M
5: EX-3.10 By-Laws of Arcelormittal Usa Incoal Inc. HTML 67K
6: EX-3.11 Certificate of Incorporation of Arcelormittal HTML 44K
Minorca Mine Inc.
7: EX-3.12 By-Laws of Arcelormittal Minorca Mine Inc. HTML 56K
8: EX-3.13 Certificate of Incorporation of Arcelormittal HTML 44K
Service Inc.
9: EX-3.14 By-Laws of Arcelormittal Service Inc. HTML 57K
10: EX-3.15 Certificate of Incorporation of Arcelormittal HTML 40K
Cleveland Inc.
11: EX-3.16 By-Laws of Arcelormittal Cleveland Inc. HTML 62K
12: EX-3.17 Certificate of Incorporation of Arcelormittal HTML 41K
Weirton Inc.
13: EX-3.18 By-Laws of Arcelormittal Weirton Inc. HTML 66K
14: EX-3.19 Certificate of Incorporation of Arcelormittal HTML 37K
Hennepin Inc.
2: EX-3.2 Certificate of Formation HTML 31K
15: EX-3.20 By-Laws of Arcelormittal Hennepin Inc. HTML 63K
16: EX-3.21 Certificate of Formation of Arcelormittal Indiana HTML 33K
Harbor LLC
17: EX-3.22 Limited Liability Company Agreement HTML 52K
18: EX-3.23 Certificate of Incorporation of Arcelormittal HTML 40K
Warren Inc.
19: EX-3.24 By-Laws of Arcelormittal Warren Inc. HTML 62K
20: EX-3.25 Certificate of Incorporation of Arcelormittal HTML 41K
Riverdale Inc.
21: EX-3.26 By-Laws of Arcelormittal Riverdale Inc. HTML 66K
22: EX-3.27 Certificate of Incorporation of Mittal Steel Usa - HTML 35K
Venture Inc.
23: EX-3.28 By-Laws of Mittal Steel Usa - Venture Inc. HTML 66K
24: EX-3.29 Certificate of Formation of Arcelormittal Plate HTML 34K
LLC
3: EX-3.3 Limited Liability Company Operating Agreement HTML 54K
25: EX-3.30 Limited Liability Company Operating Agreement HTML 87K
26: EX-3.31 Certificate of Formation of Isg Sparrows Point LLC HTML 31K
27: EX-3.32 Limited Liability Company Operating Agreement HTML 86K
28: EX-3.33 Certificate of Formation of Arcelormittal Steelton HTML 34K
LLC
29: EX-3.34 Limited Liability Company Operating Agreement HTML 85K
30: EX-3.35 Certificate of Formation of Arcelormittal HTML 34K
Lackawanna LLC
31: EX-3.36 Limited Liability Company Operating Agreement HTML 81K
32: EX-3.37 Certificate of Formation of Arcelormittal Burns HTML 34K
Harbor LLC
33: EX-3.38 Limited Liability Company Operating Agreement HTML 81K
34: EX-3.39 Certificate of Formation of Arcelormittal Columbus HTML 34K
LLC
35: EX-3.40 Limited Liability Company Operating Agreement HTML 87K
36: EX-3.41 Certificate of Incorporation of Arcelormittal HTML 36K
Georgetown Inc.
37: EX-3.42 By-Laws of Arcelormittal Georgetown Inc. HTML 66K
38: EX-3.43 Certificate of Incorporation of Mittal Steel Usa - HTML 35K
Railways Inc.
39: EX-3.44 By-Laws of Mittal Steel Usa - Railways Inc. HTML 66K
40: EX-3.45 Certificate of Incorporation of Arceloemittal HTML 35K
Hibbing Inc.
41: EX-3.46 By-Laws of Arcelormittal Hibbing Inc. HTML 66K
42: EX-3.47 Articles of Incorporation of Hibbing Taconite HTML 45K
Holding Inc.
43: EX-3.48 By-Laws of Hibbing Taconite Holding Inc. HTML 66K
44: EX-3.49 Certificate of Incorporation of Isg Acquisition HTML 33K
Inc.
45: EX-3.50 By-Laws of Isg Acquisition Inc. HTML 66K
46: EX-3.51 Certificate of Incorporation of Arcelormittal Real HTML 35K
Estate Inc.
47: EX-3.52 By-Laws of Arcelormittal Real Estate Inc. HTML 66K
48: EX-3.53 Certificate of Incorporation of Arcelormittal Tow HTML 37K
Path Valley Business Park Development
Company
49: EX-3.54 By-Laws of Arcelormittal Tow Path Valley Business HTML 62K
Park Development Company
50: EX-3.55 Certificate of Formation of Arcelormittal Finance HTML 29K
LLC
51: EX-3.56 Limited Liability Company Operating Agreement HTML 53K
52: EX-3.57 Memorandum of Association and Articles of HTML 157K Association
53: EX-3.58 Statement of Partnership Existence of HTML 30K
Arcelormittal Usa Partnership
54: EX-3.59 Agreement of Partnership of Arcelormittal Usa HTML 53K
Partnership
4: EX-3.9 Certificate of Incorporation of Arcelormittal Usa HTML 73K
Incoal Inc.
59: EX-4.10 Fifth Supplemental Indenture HTML 79K
60: EX-4.11 Sixth Supplemental Indenture HTML 80K
61: EX-4.12 Seventh Supplemental Indenture HTML 64K
62: EX-4.13 Eighth Supplemental Indenture HTML 64K
63: EX-4.15 Security Agreement HTML 158K
55: EX-4.3 Form of Fortieth Supplemental Indenture HTML 88K
56: EX-4.4 Form of Guarantee HTML 167K
57: EX-4.6 Supplemental Indenture HTML 51K
58: EX-4.7 Second Supplemental Indenture HTML 42K
64: EX-5.1 Opinion of Mayer Brown LLP HTML 39K
65: EX-5.2 Opinion of Stewart McKelvey HTML 39K
66: EX-5.3 Opinion of Bonn Schmitt Steichen HTML 35K
67: EX-12 Calculation of Ratio of Earnings to Fixed Charges HTML 36K
68: EX-23.4 Consent of Deloitte S.A. HTML 28K
69: EX-23.5 Consent of Deloitte Accountants B.V. HTML 28K
70: EX-23.6 Consent of Kpmg Audit S.A.R.L. HTML 30K
71: EX-25.1 Form T-1 Statement of Eligibility HTML 78K
72: EX-99.1 Form of Consent Letter HTML 116K
EX-3.57 — Memorandum of Association and Articles of Association
The name of the Company is 3222193 Nova Scotia Company.
2.
There are no restrictions on the objects and powers of the Company and the Company shall
expressly have the following powers:
(1)
to sell or dispose of its undertaking, or a substantial part thereof;
(2)
to distribute any of its property in specie among its members; and
(3)
to amalgamate with any company or other body of persons.
3.
The liability of the members is unlimited.
I, the undersigned, whose name, address and occupation are subscribed, am desirous of being
formed into a company in pursuance of this Memorandum of Association, and I agree to take the
number and kind of shares in the capital stock of the Company written below my name.
In these Articles, unless there be something in the subject or context inconsistent
therewith:
(1)
“Act” means the Companies Act (Nova Scotia);
(2)
“Articles” means these Articles of Association of the Company and all
amendments hereto;
(3)
“Company” means the company named above;
(4)
“director” means a director of the Company;
(5)
“Memorandum” means the Memorandum of Association of the Company and all
amendments thereto;
(6)
“month” means calendar month;
(7)
“Office” means the registered office of the Company;
(8)
“person” includes a body corporate;
(9)
“proxyholder” includes an alternate proxyholder;
(10)
“Register” means the register of members kept pursuant to the Act, and where
the context permits includes a branch register of members;
(11)
“Registrar” means the Registrar as defined in the Act;
(12)
“Secretary” includes any person appointed to perform the duties of the
Secretary temporarily;
(13)
“shareholder” means member as that term is used in the Act in connection with
an unlimited company having share capital and as that term is used in the Memorandum;
(14)
“special resolution” has the meaning assigned by the Act;
(15)
“in writing” and “written” includes printing, lithography and other modes of
representing or reproducing words in visible form;
(16)
words importing number or gender include all numbers and genders unless the
context otherwise requires.
2.
The regulations in Table A in the First Schedule to the Act shall not apply to the Company.
3.
The directors may enter into and carry into effect or adopt and carry into effect any
agreement made by the promoters of the Company on behalf of the Company and may agree to any
modification in the terms of any such agreement, either before or after its execution.
4.
The directors may, out of the funds of the Company, pay all expenses incurred for the
incorporation and organization of the Company.
5.
The Company may commence business on the day following incorporation or so soon thereafter as
the directors think fit, notwithstanding that part only of the shares has been allotted.
SHARES
6.
The capital of the company shall consist of 1,000,000 common shares without nominal or par
value, with the power to divide the shares in the capital for the time being into classes or
series and to attach thereto respectively any preferred, deferred or qualified rights,
privileges or conditions, including restrictions on voting rights and including redemption,
purchase and other acquisition of such shares, subject, however, to the provisions of the
Act..
7.
The directors shall control the shares and, subject to the provisions of these Articles, may
allot or otherwise dispose of them to such person at such times, on such terms and conditions
and, if the shares have a par value, either at a premium or at par, as they think fit.
8.
The directors may pay on behalf of the Company a reasonable commission to any person in
consideration of subscribing or agreeing to subscribe (whether absolutely or conditionally)
for any shares in the Company, or procuring or agreeing to procure subscriptions (whether
absolute or conditional) for any shares in the Company. Subject to the Act, the commission
may be paid or satisfied in shares of the Company.
9.
On the issue of shares the Company may arrange among the holders thereof differences in the
calls to be paid and in the times for their payment.
10.
If the whole or part of the allotment price of any shares is, by the conditions of their
allotment, payable in instalments, every such instalment shall, when due, be payable to the
Company by the person who is at such time the registered holder of the shares.
11.
Shares may be registered in the names of joint holders not exceeding three in number.
12.
Joint holders of a share shall be jointly and severally liable for the payment of all
instalments and calls due in respect of such share. On the death of one or more joint holders
of shares the survivor or survivors of them shall alone be recognized by the Company as the
registered holder or holders of the shares.
13.
Save as herein otherwise provided, the Company may treat the registered holder of any share
as the absolute owner thereof and accordingly shall not, except as ordered by a court of
competent jurisdiction or required by statute, be bound to recognize any equitable or other
claim to or interest in such share on the part of any other person.
PRIVATE ISSUER
14.
No security issued by the Company, other than a non-convertible debt security, may be
transferred, except
(a)
with the consent of the directors of the Company expressed by a resolution of
the directors or by a document in writing signed by a majority of the directors; or
(b)
with the consent of the holders of the shares entitled to vote at an ordinary
general meeting expressed by a resolution of the holders of those shares or by a
document in writing signed by the holders of the majority of those shares.
The Company shall not register any other purported transfer of securities. In this Article
the term “security” includes any security within the meaning of such term in the Securities
Act (Nova Scotia) or regulations or rules made pursuant thereto, as the same may be amended
from time to time.
CERTIFICATES
15.
Certificates of title to shares shall comply with the Act and may otherwise be in such form
as the directors may from time to time determine. Unless the directors otherwise determine,
every certificate of title to shares shall be signed manually by at least one of the Chairman,
President, Secretary, Treasurer, a vice-president, an assistant secretary, any other officer
of the Company or any director of the Company or by or on behalf of a share registrar transfer
agent or branch transfer agent appointed by the Company or by any other person whom the
directors may designate. When signatures of more than one person appear on a certificate all
but one may be printed or otherwise mechanically reproduced. All such certificates when
signed as provided in this Article shall be valid and binding upon the Company. If a
certificate contains a printed or mechanically reproduced signature of a person, the Company
may issue the certificate, notwithstanding that the person has ceased to be a director or an
officer of the Company and the certificate is as valid as if such person were a director or an
officer at the date of its issue.
16.
Except as the directors may determine, each shareholder’s shares may be evidenced by any
number of certificates so long as the aggregate of the shares stipulated in such certificates
equals the aggregate registered in the name of the shareholder.
17.
Where shares are registered in the names of two or more persons, the Company shall not be
bound to issue more than one certificate or set of certificates, and such certificate or set
of certificates shall be delivered to the person first named on the Register.
18.
Any certificate that has become worn, damaged or defaced may, upon its surrender to the
directors, be cancelled and replaced by a new certificate. Any certificate that has become
lost or destroyed may be replaced by a new certificate upon proof of such loss or
destruction to the satisfaction of the directors and the furnishing to the Company of such
undertakings of indemnity as the directors deem adequate.
19.
The sum of one dollar or such other sum as the directors from time to time determine shall be
paid to the Company for every certificate other than the first certificate issued to any
holder in respect of any share or shares.
20.
The directors may cause one or more branch Registers of shareholders to be kept in any place
or places, whether inside or outside of Nova Scotia.
CALLS
21.
The directors may make such calls upon the shareholders in respect of all amounts unpaid on
the shares held by them respectively and not made payable at fixed times by the conditions on
which such shares were allotted, and each shareholder shall pay the amount of every call so
made to the person and at the times and places appointed by the directors. A call may be made
payable by instalments.
22.
A call shall be deemed to have been made at the time when the resolution of the directors
authorizing such call was passed.
23.
At least 14 days’ notice of any call shall be given, and such notice shall specify the time
and place at which and the person to whom such call shall be paid.
24.
If the sum payable in respect of any call or instalment is not paid on or before the day
appointed for the payment thereof, the holder for the time being of the share in respect of
which the call has been made or the instalment is due shall pay interest on such call or
instalment at the rate of 9% per year or such other rate of interest as the directors may
determine from the day appointed for the payment thereof up to the time of actual payment.
25.
At the trial or hearing of any action for the recovery of any amount due for any call, it
shall be sufficient to prove that the name of the shareholder sued is entered on the Register
as the holder or one of the holders of the share or shares in respect of which such debt
accrued, that the resolution making the call is duly recorded in the minute book and that such
notice of such call was duly given to the shareholder sued in pursuance of these Articles. It
shall not be necessary to prove the appointment of the directors who made such call or any
other matters whatsoever and the proof of the matters stipulated shall be conclusive evidence
of the debt.
FORFEITURE OF SHARES
26.
If any shareholder fails to pay any call or instalment on or before the day appointed for
payment, the directors may at any time thereafter while the call or instalment remains unpaid
serve a notice on such shareholder requiring payment thereof together with any interest that
may have accrued and all expenses that may have been incurred by the Company by reason of such
non-payment.
27.
The notice shall name a day (not being less than 14 days after the date of the notice) and a
place or places on and at which such call or instalment and such interest and expenses are to
be paid. The notice shall also state that, in the event of non-payment on or before the day
and at the place or one of the places so named, the shares in respect of which the call was
made or instalment is payable will be liable to be forfeited.
28.
If the requirements of any such notice are not complied with, any shares in respect of which
such notice has been given may at any time thereafter, before payment of all calls or
instalments, interest and expenses due in respect thereof, be forfeited by a resolution of the
directors to that effect. Such forfeiture shall include all dividends declared in respect of
the forfeited shares and not actually paid before the forfeiture.
29.
When any share has been so forfeited, notice of the resolution shall be given to the
shareholder in whose name it stood immediately prior to the forfeiture and an entry of the
forfeiture shall be made in the Register.
30.
Any share so forfeited shall be deemed the property of the Company and the directors may
sell, re-allot or otherwise dispose of it in such manner as they think fit.
31.
The directors may at any time before any share so forfeited has been sold, re-allotted or
otherwise disposed of, annul the forfeiture thereof upon such conditions as they think fit.
32.
Any shareholder whose shares have been forfeited shall nevertheless be liable to pay and
shall forthwith pay to the Company all calls, instalments, interest and expenses owing upon or
in respect of such shares at the time of the forfeiture together with interest thereon at the
rate of 9% per year or such other rate of interest as the directors may determine from the
time of forfeiture until payment. The directors may enforce such payment if they think fit,
but are under no obligation to do so.
33.
A certificate signed by the Secretary stating that a share has been duly forfeited on a
specified date in pursuance of these Articles and the time when it was forfeited shall be
conclusive evidence of the facts therein stated as against any person who would have been
entitled to the share but for such forfeiture.
LIEN ON SHARES
34.
The Company shall have a first and paramount lien upon all shares (other than fully paid-up
shares) registered in the name of a shareholder (whether solely or jointly with others) and
upon the proceeds from the sale thereof for debts, liabilities and other engagements of the
shareholder, solely or jointly with any other person, to or with the Company, whether or not
the period for the payment, fulfilment or discharge thereof has actually arrived, and such
lien shall extend to all dividends declared in respect of such shares. Unless otherwise
agreed, the registration of a transfer of shares shall operate as a waiver of any lien of the
Company on such shares.
35.
For the purpose of enforcing such lien the directors may sell the shares subject to it in
such manner as they think fit, but no sale shall be made until the period for the payment,
fulfilment or discharge of such debts, liabilities or other engagements has arrived, and
until notice in writing of the intention to sell has been given to such shareholder or the
shareholder’s executors or administrators and default has been made by them in such payment,
fulfilment or discharge for seven days after such notice.
36.
The net proceeds of any such sale after the payment of all costs shall be applied in or
towards the satisfaction of such debts, liabilities or engagements and the residue, if any,
paid to such shareholder.
VALIDITY OF SALES
37.
Upon any sale after forfeiture or to enforce a lien in purported exercise of the powers given
by these Articles the directors may cause the purchaser’s name to be entered in the Register
in respect of the shares sold, and the purchaser shall not be bound to see to the regularity
of the proceedings or to the application of the purchase money, and after the purchaser’s name
has been entered in the Register in respect of such shares the validity of the sale shall not
be impeached by any person and the remedy of any person aggrieved by the sale shall be in
damages only and against the Company exclusively.
TRANSFER OF SHARES
38.
The instrument of transfer of any share in the Company shall be signed by the transferor.
The transferor shall be deemed to remain the holder of such share until the name of the
transferee is entered in the Register in respect thereof and shall be entitled to receive any
dividend declared thereon before the registration of the transfer.
39.
The instrument of transfer of any share shall be in writing in the following form or to the
following effect:
For value
received, ___ hereby sell, assign, and transfer unto
___ , ______ shares in the capital
of the Company represented by the within certificate, and do hereby irrevocably
constitute and appoint ______ attorney to transfer such shares on the books of the Company
with full power of substitution in the premises.
Dated
the ___ day of , ___
Witness:
40.
The directors may, without assigning any reason therefor,
decline to register any transfer of shares
(1)
not fully paid-up or upon which the Company has a lien, or
(2)
the transfer of which is restricted by any agreement to which the Company is a
party.
41.
Every instrument of transfer shall be left for registration at the Office of the Company, or
at any office of its transfer agent where a Register is maintained, together with the
certificate of the shares to be transferred and such other evidence as the Company may
require to prove title to or the right to transfer the shares.
42.
The directors may require that a fee determined by them be paid before or after registration
of any transfer.
43.
Every instrument of transfer shall, after its registration, remain in the custody of the
Company. Any instrument of transfer that the directors decline to register shall, except in
case of fraud, be returned to the person who deposited it.
TRANSMISSION OF SHARES
44.
The executors or administrators of a deceased shareholder (not being one of several joint
holders) shall be the only persons recognized by the Company as having any title to the shares
registered in the name of such shareholder. When a share is registered in the names of two or
more joint holders, the survivor or survivors or the executors or administrators of the
deceased shareholder, shall be the only persons recognized by the Company as having any title
to, or interest in, such share.
45.
Notwithstanding anything in these Articles, if the Company has only one shareholder (not
being one of several joint holders) and that shareholder dies, the executors or administrators
of the deceased shareholder shall be entitled to register themselves in the Register as the
holders of the shares registered in the name of the deceased shareholder whereupon they shall
have all the rights given by these Articles and by law to shareholders.
46.
Any person entitled to shares upon the death or bankruptcy of any shareholder or in any way
other than by allotment or transfer, upon producing such evidence of entitlement as the
directors require, may be registered as a shareholder in respect of such shares, or may,
without being registered, transfer such shares subject to the provisions of these Articles
respecting the transfer of shares. The directors shall have the same right to refuse
registration as if the transferee were named in an ordinary transfer presented for
registration.
SURRENDER OF SHARES
47.
The directors may accept the surrender of any share by way of compromise of any question as
to the holder being properly registered in respect thereof. Any share so surrendered may be
disposed of in the same manner as a forfeited share.
INCREASE AND REDUCTION OF CAPITAL
48.
Subject to the Act, the shareholders may by special resolution amend these Articles to
increase or alter the share capital of the Company as they think expedient. Without prejudice
to any special rights previously conferred on the holders of existing shares, any share may be
issued with such preferred, deferred or other special rights, or with such restrictions,
whether in regard to dividends, voting, return of share capital or otherwise, as the
shareholders may from time to time determine by special resolution. Except as otherwise
provided by the conditions of issue, or by these Articles, any capital raised by
the creation of new shares shall be considered part of the original capital and shall be
subject to the provisions herein contained with reference to payment of calls and
instalments, transfer and transmission, forfeiture, lien and otherwise.
49.
The Company may, by special resolution where required, reduce its share capital in any way
and with and subject to any incident authorized and consent required by law. Subject to the
Act and any provisions attached to such shares, the Company may redeem, purchase or acquire
any of its shares and the directors may determine the manner and the terms for redeeming,
purchasing or acquiring such shares and may provide a sinking fund on such terms as they think
fit for the redemption, purchase or acquisition of shares of any class or series.
MEETINGS AND VOTING BY CLASS OR SERIES
50.
Where the holders of shares of a class or series have, under the Act, the terms or conditions
attaching to such shares or otherwise, the right to vote separately as a class in respect of
any matter then, except as provided in the Act, these Articles or such terms or conditions,
all the provisions in these Articles concerning general meetings (including, without
limitation, provisions respecting notice, quorum and procedure) shall, mutatis mutandis, apply
to every meeting of holders of such class or series of shares convened for the purpose of such
vote.
51.
Unless the rights, privileges, terms or conditions attached to a class or series of shares
provide otherwise, such class or series of shares shall not have the right to vote separately
as a class or series upon an amendment to the Memorandum or Articles to:
(1)
increase or decrease any maximum number of authorized shares of such class or
series, or increase any maximum number of authorized shares of a class or series having
rights or privileges equal or superior to the shares of such class or series;
(2)
effect an exchange, reclassification or cancellation of all or part of the
shares of such class or series; or
(3)
create a new class or series of shares equal or superior to the shares of such
class or series.
BORROWING POWERS
52.
The directors on behalf of the Company may:
(1)
raise or borrow money for the purposes of the Company or any of them;
(2)
secure, subject to the sanction of a special resolution where required by the
Act, the repayment of funds so raised or borrowed in such manner and upon such terms
and conditions in all respects as they think fit, and in particular by the execution
and delivery of mortgages of the Company’s real or personal property, or by the issue
of bonds, debentures or other securities of the Company secured by mortgage or other
charge upon all or any part of the property of the Company, both present and future
including its uncalled capital for the time being;
(3)
sign or endorse bills, notes, acceptances, cheques, contracts, and other
evidence of or securities for funds borrowed or to be borrowed for the purposes
aforesaid;
(4)
pledge debentures as security for loans;
(5)
guarantee obligations of any person.
53.
Bonds, debentures and other securities may be made assignable, free from any equities between
the Company and the person to whom such securities were issued.
54.
Any bonds, debentures and other securities may be issued at a discount, premium or otherwise
and with special privileges as to redemption, surrender, drawings, allotment of shares,
attending and voting at general meetings of the Company, appointment of directors and other
matters.
GENERAL MEETINGS
55.
Ordinary general meetings of the Company shall be held at least once in every calendar year
at such time and place as may be determined by the directors and not later than 15 months
after the preceding ordinary general meeting. All other meetings of the Company shall be
called special general meetings. Ordinary or special general meetings may be held either
within or without the Province of Nova Scotia.
56.
The President, a vice-president or the directors may at any time convene a special general
meeting, and the directors, upon the requisition of shareholders in accordance with the Act
shall forthwith proceed to convene such meeting or meetings to be held at such time and place
or times and places as the directors determine.
57.
The requisition shall state the objects of the meeting requested, be signed by the
requisitionists and deposited at the Office of the Company. It may consist of several
documents in like form each signed by one or more of the requisitionists.
58.
At least seven clear days’ notice, or such longer period of notice as may be required by the
Act, of every general meeting, specifying the place, day and hour of the meeting and, when
special business is to be considered, the general nature of such business, shall be given to
the shareholders entitled to be present at such meeting by notice given as permitted by these
Articles. With the consent in writing of all the shareholders entitled to vote at such
meeting, a meeting may be convened by a shorter notice and in any manner they think fit, or
notice of the time, place and purpose of the meeting may be waived by all of the shareholders.
59.
When it is proposed to pass a special resolution, the two meetings may be convened by the
same notice, and it shall be no objection to such notice that it only convenes the second
meeting contingently upon the resolution being passed by the requisite majority at the first
meeting.
60.
The accidental omission to give notice to a shareholder, or non-receipt of notice by a
shareholder, shall not invalidate any resolution passed at any general meeting.
RECORD DATES
61.
(1
)
The directors may fix in advance a date as the record date for the determination of
shareholders
(a)
entitled to receive payment of a dividend or entitled to
receive any distribution;
(b)
entitled to receive notice of a meeting; or
(c)
for any other purpose.
(2
)
If no record date is fixed, the record date for the determination of
shareholders
(a)
entitled to receive notice of a meeting shall be 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; and
(b)
for any other purpose shall be the day on which the
directors pass the resolution relating to the particular purpose.
PROCEEDINGS AT GENERAL MEETINGS
62.
The business of an ordinary general meeting shall be to receive and consider the financial
statements of the Company and the report of the directors and the report, if any, of the
auditors, to elect directors in the place of those retiring and to transact any other business
which under these Articles ought to be transacted at an ordinary general meeting.
63.
No business shall be transacted at any general meeting unless the requisite quorum is present
at the commencement of the business. A corporate shareholder of the Company that has a duly
authorized agent or representative present at any such meeting shall for the purpose of this
Article be deemed to be personally present at such meeting.
64.
One person, being a shareholder, proxyholder or representative of a corporate shareholder,
present and entitled to vote shall constitute a quorum for a general meeting, and may hold a
meeting.
65.
The Chairman shall be entitled to take the chair at every general meeting or, if there be no
Chairman, or if the Chairman is not present within fifteen 15 minutes after the time appointed
for holding the meeting, the President or, failing the President, a vice-president shall be
entitled to take the chair. If the Chairman, the President or a vice-president is not present
within 15 minutes after the time appointed for holding the meeting or if all such persons
present decline to take the chair, the shareholders present entitled to vote at the meeting
shall choose another director as chairman and if no director is present or if all the
directors present decline to take the chair, then such shareholders shall choose one of their
number to be chairman.
66.
If within half an hour from the time appointed for a general meeting a quorum is not present,
the meeting, if it was convened pursuant to a requisition of shareholders, shall be
dissolved; if it was convened in any other way, it shall stand adjourned to the same day, in
the next week, at the same time and place. If at the adjourned meeting a quorum is not
present within half an hour from the time appointed for the meeting, the shareholders
present shall be a quorum and may hold the meeting.
67.
Subject to the Act, at any general meeting a resolution put to the meeting shall be decided
by a show of hands unless, either before or on the declaration of the result of the show of
hands, a poll is demanded by the chairman, a shareholder or a proxyholder; and unless a poll
is so demanded, a declaration by the chairman that the resolution has been carried, carried by
a particular majority, lost or not carried by a particular majority and an entry to that
effect in the Company’s book of proceedings shall be conclusive evidence of the fact without
proof of the number or proportion of the votes recorded in favour or against such resolution.
68.
When a poll is demanded, it shall be taken in such manner and at such time and place as the
chairman directs, and either at once or after an interval or adjournment or otherwise. The
result of the poll shall be the resolution of the meeting at which the poll was demanded. The
demand of a poll may be withdrawn. When any dispute occurs over the admission or rejection of
a vote, it shall be resolved by the chairman and such determination made in good faith shall
be final and conclusive.
69.
The chairman shall not have a casting vote in addition to any vote or votes that the chairman
has as a shareholder.
70.
The chairman of a general meeting may with the consent of 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 that was adjourned.
71.
Any poll demanded on the election of a chairman or on a question of adjournment shall be
taken forthwith without adjournment.
72.
The demand of a poll shall not prevent the continuance of a meeting for the transaction of
any business other than the question on which a poll has been demanded.
VOTES OF SHAREHOLDERS
73.
Subject to the Act and to any provisions attached to any class or series of shares concerning
or restricting voting rights:
(1)
on a show of hands every shareholder entitled to vote present in person, every
duly authorized representative of a corporate shareholder, and, if not prevented from
voting by the Act, every proxyholder, shall have one vote; and
(2)
on a poll every shareholder present in person, every duly authorized
representative of a corporate shareholder, and every proxyholder, shall have one vote
for every share held;
whether or not such representative or proxyholder is a shareholder.
74.
Any person entitled to transfer shares upon the death or bankruptcy of any shareholder or in
any way other than by allotment or transfer may vote at any general meeting in respect thereof
in the same manner as if such person were the registered holder of such shares so long as the
directors are satisfied at least 48 hours before the time of holding the meeting of such
person’s right to transfer such shares.
75.
Where there are joint registered holders of any share, any of such holders may vote such
share at any meeting, either personally or by proxy, as if solely entitled to it. If more
than one joint holder is present at any meeting, personally or by proxy, the one whose name
stands first on the Register in respect of such share shall alone be entitled to vote it.
Several executors or administrators of a deceased shareholder in whose name any share stands
shall for the purpose of this Article be deemed joint holders thereof.
76.
Votes may be cast either personally or by proxy or, in the case of a corporate shareholder by
a representative duly authorized under the Act.
77.
A proxy shall be in writing and executed in the manner provided in the Act. A proxy or other
authority of a corporate shareholder does not require its seal.
78.
A shareholder of unsound mind in respect of whom an order has been made by any court of
competent jurisdiction may vote by guardian or other person in the nature of a guardian
appointed by that court, and any such guardian or other person may vote by proxy.
79.
A proxy and the power of attorney or other authority, if any, under which it is signed or a
notarially certified copy of that power or authority shall be deposited at the Office of the
Company or at such other place as the directors may direct. The directors may, by resolution,
fix a time not exceeding 48 hours excluding Saturdays and holidays preceding any meeting or
adjourned meeting before which time proxies to be used at that meeting must be deposited with
the Company at its Office or with an agent of the Company. Notice of the requirement for
depositing proxies shall be given in the notice calling the meeting. The chairman of the
meeting shall determine all questions as to validity of proxies and other instruments of
authority.
80.
A vote given in accordance with the terms of a proxy shall be valid notwithstanding the
previous death of the principal, the revocation of the proxy, or the transfer of the share in
respect of which the vote is given, provided no intimation in writing of the death, revocation
or transfer is received at the Office of the Company before the meeting or by the chairman of
the meeting before the vote is given.
81.
Every form of proxy shall comply with the Act and its regulations and subject thereto may be
in the following form:
I,
of being a shareholder of
hereby appoint of
(or failing him/her of ) as my
proxyholder to attend and to vote for me and on my behalf at the ordinary/special
general meeting of the Company, to be held on the day of and at any adjournment
thereof, or at any meeting of the Company which may be held prior to [insert
specified date or event].
[If the proxy is solicited by or behalf of the management of the Company, insert a
statement to that effect.]
Dated this ___ day of ___.
Shareholder
82.
Subject to the Act, no shareholder shall be entitled to be present or to vote on any
question, either personally or by proxy, at any general meeting or be reckoned in a quorum
while any call is due and payable to the Company in respect of any of the shares of such
shareholder.
83.
Any resolution passed by the directors, notice of which has been given to the shareholders in
the manner in which notices are hereinafter directed to be given and which is, within one
month after it has been passed, ratified and confirmed in writing by shareholders entitled on
a poll to three-fifths of the votes, shall be as valid and effectual as a resolution of a
general meeting. This Article shall not apply to a resolution for winding up the Company or
to a resolution dealing with any matter that by statute or these Articles ought to be dealt
with by a special resolution or other method prescribed by statute.
84.
A resolution, including a special resolution, in writing and signed by every shareholder who
would be entitled to vote on the resolution at a meeting is as valid as if it were passed by
such shareholders at a meeting and satisfies all of the requirements of the Act respecting
meetings of shareholders.
DIRECTORS
85.
Unless otherwise determined by resolution of shareholders, the number of directors shall not
be less than one or more than ten.
86.
Notwithstanding anything herein contained the subscribers to the Memorandum shall be the
first directors of the Company.
87.
The directors may be paid out of the funds of the Company as remuneration for their service
such sums, if any, as the Company may by resolution of its shareholders determine, and such
remuneration shall be divided among them in such proportions and manner as the directors
determine. The directors may also be paid their reasonable
travelling, hotel and other expenses incurred in attending meetings of directors and
otherwise in the execution of their duties as directors.
88.
The continuing directors may act notwithstanding any vacancy in their body, but if their
number falls below the minimum permitted, the directors shall not, except in emergencies or
for the purpose of filling vacancies, act so long as their number is below the minimum.
89.
A director may, in conjunction with the office of director, and on such terms as to
remuneration and otherwise as the directors arrange or determine, hold any other office or
place of profit under the Company or under any company in which the Company is a shareholder
or is otherwise interested.
90.
The office of a director shall ipso facto be vacated, if the director:
(1)
becomes bankrupt or makes an assignment for the benefit of creditors;
(2)
is, or is found by a court of competent jurisdiction to be, of unsound mind;
(3)
by notice in writing to the Company, resigns the office of director; or
(4)
is removed in the manner provided by these Articles.
91.
No director shall be disqualified by holding the office of director from contracting with the
Company, either as vendor, purchaser, or otherwise, nor shall any such contract, or any
contract or arrangement entered into or proposed to be entered into by or on behalf of the
Company in which any director is in any way interested, either directly or indirectly, be
avoided, nor shall any director so contracting or being so interested be liable to account to
the Company for any profit realized by any such contract or arrangement by reason only of such
director holding that office or of the fiduciary relations thereby established, provided the
director makes a declaration or gives a general notice in accordance with the Act. No
director shall, as a director, vote in respect of any contract or arrangement in which the
director is so interested, and if the director does so vote, such vote shall not be counted.
This prohibition may at any time or times be suspended or relaxed to any extent by a
resolution of the shareholders and shall not apply to any contract by or on behalf of the
Company to give to the directors or any of them any security for advances or by way of
indemnity.
ELECTION OF DIRECTORS
92.
At the dissolution of every ordinary general meeting at which their successors are elected,
all the directors shall retire from office and be succeeded by the directors elected at such
meeting. Retiring directors shall be eligible for re-election.
93.
If at any ordinary general meeting at which an election of directors ought to take place no
such election takes place, or if no ordinary general meeting is held in any year or period of
years, the retiring directors shall continue in office until their successors are elected.
94.
The Company may by resolution of its shareholders elect any number of directors permitted by
these Articles and may determine or alter their qualification.
95.
The Company may, by special resolution or in any other manner permitted by statute, remove
any director before the expiration of such director’s period of office and may, if desired,
appoint a replacement to hold office during such time only as the director so removed would
have held office.
96.
The directors may appoint any other person as a director so long as the total number of
directors does not at any time exceed the maximum number permitted. No such appointment,
except to fill a casual vacancy, shall be effective unless two-thirds of the directors concur
in it. Any casual vacancy occurring among the directors may be filled by the directors, but
any person so chosen shall retain office only so long as the vacating director would have
retained it if the vacating director had continued as director.
MANAGING DIRECTOR
97.
The directors may appoint one or more of their body to be managing directors of the Company,
either for a fixed term or otherwise , and may remove or dismiss them from office and appoint
replacements.
98.
Subject to the provisions of any contract between a managing director and the Company, a
managing director shall be subject to the same provisions as to resignation and removal as the
other directors of the Company. A managing director who for any reason ceases to hold the
office of director shall ipso facto immediately cease to be a managing director.
99.
The remuneration of a managing director shall from time to time be fixed by the directors and
may be by way of any or all of salary, commission and participation in profits.
100.
The directors may from time to time entrust to and confer upon a managing director such of
the powers exercisable under these Articles by the directors as they think fit, and may confer
such powers for such time, and to be exercised for such objects and purposes and upon such
terms and conditions, and with such restrictions as they think expedient; and they may confer
such powers either collaterally with, or to the exclusion of, and in substitution for, all or
any of the powers of the directors in that behalf; and may from time to time revoke, withdraw,
alter or vary all or any of such powers.
CHAIRMAN OF THE BOARD
101.
The directors may elect one of their number to be Chairman and may determine the period
during which the Chairman is to hold office. The Chairman shall perform such duties and
receive such special remuneration as the directors may provide.
PRESIDENT AND VICE-PRESIDENTS
102.
The directors shall elect the President of the Company, who need not be a director, and may
determine the period for which the President is to hold office. The President shall have
general supervision of the business of the Company and shall perform such duties as may be
assigned from time to time by the directors.
103.
The directors may also elect vice-presidents, who need not be directors, and may determine
the periods for which they are to hold office. A vice-president shall, at the request of the
President or the directors and subject to the directions of the directors, perform the duties
of the President during the absence, illness or incapacity of the President, and shall also
perform such duties as may be assigned by the President or the directors.
SECRETARY AND TREASURER
104.
The directors shall appoint a Secretary of the Company to keep minutes of shareholders’ and
directors’ meetings and perform such other duties as may be assigned by the directors. The
directors may also appoint a temporary substitute for the Secretary who shall, for the
purposes of these Articles, be deemed to be the Secretary.
105.
The directors may appoint a treasurer of the Company to carry out such duties as the
directors may assign.
OFFICERS
106.
The directors may elect or appoint such other officers of the Company, having such powers and
duties, as they think fit.
107.
If the directors so decide the same person may hold more than one of the offices provided for
in these Articles.
PROCEEDINGS OF DIRECTORS
108.
The directors may meet together for the dispatch of business, adjourn and otherwise regulate
their meetings and proceedings, as they think fit, and may determine the quorum necessary for
the transaction of business. Until otherwise determined, one director shall constitute a
quorum and may hold a meeting.
109.
If all directors of the Company entitled to attend a meeting either generally or specifically
consent, a director may participate in a meeting of directors 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 that meeting for purposes of these Articles.
110.
Meetings of directors may be held either within or without the Province of Nova Scotia and
the directors may from time to time make arrangements relating to the time and place of
holding directors’ meetings, the notices to be given for such meetings and what meetings may
be held without notice. Unless otherwise provided by such arrangements:
(1)
A meeting of directors may be held at the close of every ordinary general
meeting of the Company without notice.
(2)
Notice of every other directors’ meeting may be given as permitted by these
Articles to each director at least 48 hours before the time fixed for the meeting.
(3)
A meeting of directors may be held without formal notice if all the directors
are present or if those absent have signified their assent to such meeting or their
consent to the business transacted at such meeting.
111.
The President or any director may at any time, and the Secretary, upon the request of the
President or any director, shall summon a meeting of the directors to be held at the Office of
the Company. The President, the Chairman or a majority of the directors may at any time, and
the Secretary, upon the request of the President, the Chairman or a majority of the directors
shall, summon a meeting to be held elsewhere.
112.
(1)
Questions arising at any meeting of directors shall be decided by a majority of votes.
The chairman of the meeting may vote as a director but shall not have a second or casting
vote.
(2)
At any meeting of directors the chairman shall receive and count the vote of
any director not present in person at such meeting on any question or matter arising at
such meeting whenever such absent director has indicated by telegram, letter or other
writing lodged with the chairman of such meeting the manner in which the absent
director desires to vote on such question or matter and such question or matter has
been specifically mentioned in the notice calling the meeting as a question or matter
to be discussed or decided thereat. In respect of any such question or matter so
mentioned in such notice any director may give to any other director a proxy
authorizing such other director to vote for such first named director at such meeting,
and the chairman of such meeting, after such proxy has been so lodged, shall receive
and count any vote given in pursuance thereof notwithstanding the absence of the
director giving such proxy.
113.
If no Chairman is elected, or if at any meeting of directors the Chairman is not present
within five minutes after the time appointed for holding the meeting, or declines to take the
chair, the President, if a director, shall preside. If the President is not a director, is
not present at such time or declines to take the chair, a vice-president who is also a
director shall preside. If no person described above is present at such time and willing to
take the chair, the directors present shall choose some one of their number to be chairman of
the meeting.
114.
A meeting of the directors at which a quorum is present shall be competent to exercise all or
any of the authorities, powers and discretions for the time being vested in or exercisable by
the directors generally.
115.
The directors may delegate any of their powers to committees consisting of such number of
directors as they think fit. Any committee so formed shall in the exercise of the powers so
delegated conform to any regulations that may be imposed on them by the directors.
116.
The meetings and proceedings of any committee of directors shall be governed by the
provisions contained in these Articles for regulating the meetings and proceedings of the
directors insofar as they are applicable and are not superseded by any regulations made by
the directors.
117.
All acts done at any meeting of the directors or of a committee of directors or by any person
acting as a director shall, notwithstanding that it is afterwards discovered that there was
some defect in the appointment of the director or person so acting, or that they or any of
them were disqualified, be as valid as if every such person had been duly appointed and was
qualified to be a director.
118.
A resolution in writing and signed by every director who would be entitled to vote on the
resolution at a meeting is as valid as if it were passed by such directors at a meeting.
119.
If any one or more of the directors is called upon to perform extra services or to make any
special exertions in going or residing abroad or otherwise for any of the purposes of the
Company or the business thereof, the Company may remunerate the director or directors so
doing, either by a fixed sum or by a percentage of profits or otherwise. Such remuneration
shall be determined by the directors and may be either in addition to or in substitution for
remuneration otherwise authorized by these Articles.
REGISTERS
120.
The directors shall cause to be kept at the Company’s Office in accordance with the
provisions of the Act a Register of the shareholders of the Company, a register of the holders
of bonds, debentures and other securities of the Company and a register of its directors.
Branch registers of the shareholders and of the holders of bonds, debentures and other
securities may be kept elsewhere, either within or without the Province of Nova Scotia, in
accordance with the Act.
MINUTES
121.
The directors shall cause minutes to be entered in books designated for the purpose:
(1)
of all appointments of officers;
(2)
of the names of directors present at each meeting of directors and of any
committees of directors;
(3)
of all orders made by the directors and committees of directors; and
(4)
of all resolutions and proceedings of meetings of shareholders and of
directors.
Any such minutes of any meeting of directors or of any committee of directors or of shareholders,
if purporting to be signed by the chairman of such meeting or by the chairman of the next
succeeding meeting, shall be receivable as prima facie evidence of the matters stated in such
minutes.
POWERS OF DIRECTORS
122.
The management of the business of the Company is vested in the directors who, in addition to
the powers and authorities by these Articles or otherwise expressly conferred
upon them, may exercise all such powers and do all such acts and things as may be exercised
or done by the Company and are not hereby or by statute expressly directed or required to be
exercised or done by the shareholders, but subject nevertheless to the provisions of any
statute, the Memorandum or these Articles. No modification of the Memorandum or these
Articles shall invalidate any prior act of the directors that would have been valid if such
modification had not been made.
123.
Without restricting the generality of the terms of any of these Articles and without
prejudice to the powers conferred thereby, the directors may:
(1)
take such steps as they think fit to carry out any agreement or contract made
by or on behalf of the Company;
(2)
pay costs, charges and expenses preliminary and incidental to the promotion,
formation, establishment, and registration of the Company;
(3)
purchase or otherwise acquire for the Company any property, rights or
privileges that the Company is authorized to acquire, at such price and generally on
such terms and conditions as they think fit;
(4)
pay for any property, rights or privileges acquired by, or services rendered to
the Company either wholly or partially in cash or in shares (fully paid-up or
otherwise), bonds, debentures or other securities of the Company;
(5)
subject to the Act, secure the fulfilment of any contracts or engagements
entered into by the Company by mortgaging or charging all or any of the property of the
Company and its unpaid capital for the time being, or in such other manner as they
think fit;
(6)
appoint, remove or suspend at their discretion such experts, managers,
secretaries, treasurers, officers, clerks, agents and servants for permanent, temporary
or special services, as they from time to time think fit, and determine their powers
and duties and fix their salaries or emoluments and require security in such instances
and to such amounts as they think fit;
(7)
accept a surrender of shares from any shareholder insofar as the law permits
and on such terms and conditions as may be agreed;
(8)
appoint any person or persons to accept and hold in trust for the Company any
property belonging to the Company, or in which it is interested, execute and do all
such deeds and things as may be required in relation to such trust, and provide for the
remuneration of such trustee or trustees;
(9)
institute, conduct, defend, compound or abandon any legal proceedings by and
against the Company, its directors or its officers or otherwise concerning the affairs
of the Company, and also compound and allow time for payment or satisfaction of any
debts due and of any claims or demands by or against the Company;
(10)
refer any claims or demands by or against the Company to arbitration and
observe and perform the awards;
(11)
make and give receipts, releases and other discharges for amounts payable to
the Company and for claims and demands of the Company;
(12)
determine who may exercise the borrowing powers of the Company and sign on the
Company’s behalf bonds, debentures or other securities, bills, notes, receipts,
acceptances, assignments, transfers, hypothecations, pledges, endorsements, cheques,
drafts, releases, contracts, agreements and all other instruments and documents;
(13)
provide for the management of the affairs of the Company abroad in such manner
as they think fit, and in particular appoint any person to be the attorney or agent of
the Company with such powers (including power to sub-delegate) and upon such terms as
may be thought fit;
(14)
invest and deal with any funds of the Company in such securities and in such
manner as they think fit; and vary or realize such investments;
(15)
subject to the Act, execute in the name and on behalf of the Company in favour
of any director or other person who may incur or be about to incur any personal
liability for the benefit of the Company such mortgages of the Company’s property,
present and future, as they think fit;
(16)
give any officer or employee of the Company a commission on the profits of any
particular business or transaction or a share in the general profits of the Company;
(17)
set aside out of the profits of the Company before declaring any dividend such
amounts as they think proper as a reserve fund to meet contingencies or provide for
dividends, depreciation, repairing, improving and maintaining any of the property of
the Company and such other purposes as the directors may in their absolute discretion
think in the interests of the Company; and invest such amounts in such investments as
they think fit, and deal with and vary such investments, and dispose of all or any part
of them for the benefit of the Company, and divide the reserve fund into such special
funds as they think fit, with full power to employ the assets constituting the reserve
fund in the business of the Company without being bound to keep them separate from the
other assets;
(18)
make, vary and repeal rules respecting the business of the Company, its
officers and employees, the shareholders of the Company or any section or class of
them;
(19)
enter into all such negotiations and contracts, rescind and vary all such
contracts, and execute and do all such acts, deeds and things in the name and on behalf
of the Company as they consider expedient for or in relation to any of the matters
aforesaid or otherwise for the purposes of the Company;
(20)
provide for the management of the affairs of the Company in such manner as they
think fit.
SOLICITORS
124.
The Company may employ or retain solicitors any of whom may, at the request or on the
instruction of the directors, the Chairman, the President or a managing director, attend
meetings of the directors or shareholders, whether or not the solicitor is a shareholder or a
director of the Company. A solicitor who is also a director may nevertheless charge for
services rendered to the Company as a solicitor.
THE SEAL
125.
The directors shall arrange for the safe custody of the common seal of the Company (the
“Seal”). The Seal may be affixed to any instrument in the presence of and contemporaneously
with the attesting signature of (i) any director or officer acting within such person’s
authority or (ii) any person under the authority of a resolution of the directors or a
committee thereof. For the purpose of certifying documents or proceedings the Seal may be
affixed by any director or the President, a vice-president, the Secretary, an assistant
secretary or any other officer of the Company without the authorization of a resolution of the
directors.
126.
The Company may have facsimiles of the Seal which may be used interchangeably with the Seal.
127.
The Company may have for use at any place outside the Province of Nova Scotia, as to all
matters to which the corporate existence and capacity of the Company extends, an official seal
that is a facsimile of the Seal of the Company with the addition on its face of the name of
the place where it is to be used; and the Company may by writing under its Seal authorize any
person to affix such official seal at such place to any document to which the Company is a
party.
DIVIDENDS
128.
The directors may from time to time declare such dividend as they deem proper upon shares of
the Company according to the rights and restrictions attached to any class or series of
shares, and may determine the date upon which such dividend will be payable and that it will
be payable to the persons registered as the holders of the shares on which it is declared at
the close of business upon a record date. No transfer of such shares registered after the
record date shall pass any right to the dividend so declared.
129.
Dividends may be paid as permitted by law and, without limitation, may be paid out of the
profits, retained earnings or contributed surplus of the Company. No interest shall be
payable on any dividend except insofar as the rights attached to any class or series of shares
provide otherwise.
130.
The declaration of the directors as to the amount of the profits, retained earnings or
contributed surplus of the Company shall be conclusive.
131.
The directors may from time to time pay to the shareholders such interim dividends as in
their judgment the position of the Company justifies.
132.
Subject to these Articles and the rights and restrictions attached to any class or series of
shares, dividends may be declared and paid to the shareholders in proportion to the amount of
capital paid-up on the shares (not including any capital paid-up bearing interest) held by
them respectively.
133.
The directors may deduct from the dividends payable to any shareholder amounts due and
payable by the shareholder to the Company on account of calls, instalments or otherwise, and
may apply the same in or towards satisfaction of such amounts so due and payable.
134.
The directors may retain any dividends on which the Company has a lien, and may apply the
same in or towards satisfaction of the debts, liabilities or engagements in respect of which
the lien exists.
135.
The directors may retain the dividends payable upon shares to which a person is entitled or
entitled to transfer upon the death or bankruptcy of a shareholder or in any way other than by
allotment or transfer, until such person has become registered as the holder of such shares or
has duly transferred such shares.
136.
When the directors declare a dividend on a class or series of shares and also make a call on
such shares payable on or before the date on which the dividend is payable, the directors may
retain all or part of the dividend and set off the amount retained against the call.
137.
The directors may declare that a dividend be paid by the distribution of cash, paid-up shares
(at par or at a premium), debentures, bonds or other securities of the Company or of any other
company or any other specific assets held or to be acquired by the Company or in any one or
more of such ways.
138.
The directors may settle any difficulty that may arise in regard to the distribution of a
dividend as they think expedient, and in particular without restricting the generality of the
foregoing may issue fractional certificates, may fix the value for distribution of any
specific assets, may determine that cash payments will be made to any shareholders upon the
footing of the value so fixed or that fractions may be disregarded in order to adjust the
rights of all parties, and may vest cash or specific assets in trustees upon such trusts for
the persons entitled to the dividend as may seem expedient to the directors.
139.
Any person registered as a joint holder of any share may give effectual receipts for all
dividends and payments on account of dividends in respect of such share.
140.
Unless otherwise determined by the directors, any dividend may be paid by a cheque or warrant
delivered to or sent through the post to the registered address of the shareholder entitled,
or, when there are joint holders, to the registered address of that one whose name stands
first on the register for the shares jointly held. Every cheque or warrant so delivered or
sent shall be made payable to the order of the person to whom it is delivered
or sent. The mailing or other transmission to a shareholder at the shareholder’s registered
address (or, in the case of joint shareholders at the address of the holder whose name
stands first on the register) of a cheque payable to the order of the person to whom it is
addressed for the amount of any dividend payable in cash after the deduction of any tax
which the Company has properly withheld, shall discharge the Company’s liability for the
dividend unless the cheque is not paid on due presentation. If any cheque for a dividend
payable in cash is not received, the Company shall issue to the shareholder a replacement
cheque for the same amount on such terms as to indemnity and evidence of non-receipt as the
directors may impose. No shareholder may recover by action or other legal process against
the Company any dividend represented by a cheque that has not been duly presented to a
banker of the Company for payment or that otherwise remains unclaimed for 6 years from the
date on which it was payable.
ACCOUNTS
141.
The directors shall cause proper books of account to be kept of the amounts received and
expended by the Company, the matters in respect of which such receipts and expenditures take
place, all sales and purchases of goods by the Company, and the assets, credits and
liabilities of the Company.
142.
The books of account shall be kept at the head office of the Company or at such other place
or places as the directors may direct.
143.
The directors shall from time to time determine whether and to what extent and at what times
and places and under what conditions the accounts and books of the Company or any of them
shall be open to inspection of the shareholders, and no shareholder shall have any right to
inspect any account or book or document of the Company except as conferred by statute or
authorized by the directors or a resolution of the shareholders.
144.
At the ordinary general meeting in every year the directors shall lay before the Company such
financial statements and reports in connection therewith as may be required by the Act or
other applicable statute or regulation thereunder and shall distribute copies thereof at such
times and to such persons as may be required by statute or regulation.
AUDITORS AND AUDIT
145.
Except in respect of a financial year for which the Company is exempt from audit requirements
in the Act, the Company shall at each ordinary general meeting appoint an auditor or auditors
to hold office until the next ordinary general meeting. If at any general meeting at which
the appointment of an auditor or auditors is to take place and no such appointment takes
place, or if no ordinary general meeting is held in any year or period of years, the directors
shall appoint an auditor or auditors to hold office until the next ordinary general meeting.
146.
The first auditors of the Company may be appointed by the directors at any time before the
first ordinary general meeting and the auditors so appointed shall hold office until such
meeting unless previously removed by a resolution of the shareholders, in which event the
shareholders may appoint auditors.
147.
The directors may fill any casual vacancy in the office of the auditor but while any such
vacancy continues the surviving or continuing auditor or auditors, if any, may act.
148.
The Company may appoint as auditor any person, including a shareholder, not disqualified by
statute.
149.
An auditor may be removed or replaced in the circumstances and in the manner specified in the
Act.
150.
The remuneration of the auditors shall be fixed by the shareholders, or by the directors
pursuant to authorization given by the shareholders, except that the remuneration of an
auditor appointed to fill a casual vacancy may be fixed by the directors.
151.
The auditors shall conduct such audit as may be required by the Act and their report, if any,
shall be dealt with by the Company as required by the Act.
NOTICES
152.
A notice (including any communication or document) shall be sufficiently given, delivered or
served by the Company upon a shareholder, director, officer or auditor by personal delivery at
such person’s registered address (or, in the case of a director, officer or auditor, last
known address) or by prepaid mail, telegraph, telex, facsimile machine or other electronic
means of communication addressed to such person at such address.
153.
Shareholders having no registered address shall not be entitled to receive notice.
154.
All notices with respect to registered shares to which persons are jointly entitled may be
sufficiently given to all joint holders thereof by notice given to whichever of such persons
is named first in the Register for such shares.
155.
Any notice sent by mail shall be deemed to be given, delivered or served on the earlier of
actual receipt and the third business day following that upon which it is mailed, and in
proving such service it shall be sufficient to prove that the notice was properly addressed
and mailed with the postage prepaid thereon. Any notice given by electronic means of
communication shall be deemed to be given when entered into the appropriate transmitting
device for transmission. A certificate in writing signed on behalf of the Company that the
notice was so addressed and mailed or transmitted shall be conclusive evidence thereof.
156.
Every person who by operation of law, transfer or other means whatsoever becomes entitled to
any share shall be bound by every notice in respect of such share that prior to such person’s
name and address being entered on the Register was duly served in the manner hereinbefore
provided upon the person from whom such person derived title to such share.
157.
Any notice delivered, sent or transmitted to the registered address of any shareholder
pursuant to these Articles, shall, notwithstanding that such shareholder is then deceased and
that the Company has notice thereof, be deemed to have been served in respect of
any registered shares, whether held by such deceased shareholder solely or jointly with
other persons, until some other person is registered as the holder or joint holder thereof,
and such service shall for all purposes of these Articles be deemed a sufficient service of
such notice on the heirs, executors or administrators of the deceased shareholder and all
joint holders of such shares.
158.
Any notice may bear the name or signature, manual or reproduced, of the person giving the
notice written or printed.
159.
When a given number of days’ notice or notice extending over any other period is required to
be given, the day of service and the day upon which such notice expires shall not, unless it
is otherwise provided, be counted in such number of days or other period.
INDEMNITY
160.
Every director or officer, former director or officer, or person who acts or acted at the
Company’s request, as a director or officer of the Company, a body corporate, partnership or
other association of which the Company is or was a shareholder, partner, member or creditor,
and the heirs and legal representatives of such person, in the absence of any dishonesty on
the part of such person, shall be indemnified by the Company against, and it shall be the duty
of the directors out of the funds of the Company to pay, all costs, losses and expenses,
including an amount paid to settle an action or claim or satisfy a judgment, that such
director, officer or person may incur or become liable to pay in respect of any claim made
against such person or civil, criminal or administrative action or proceeding to which such
person is made a party by reason of being or having been a director or officer of the Company
or such body corporate, partnership or other association, whether the Company is a claimant or
party to such action or proceeding or otherwise; and the amount for which such indemnity is
proved shall immediately attach as a lien on the property of the Company and have priority as
against the shareholders over all other claims.
161.
No director or officer, former director or officer, or person who acts or acted at the
Company’s request, as a director or officer of the Company, a body corporate, partnership or
other association of which the Company is or was a shareholder, partner, member or creditor,
in the absence of any dishonesty on such person’s part, shall be liable for the acts,
receipts, neglects or defaults of any other director, officer or such person, or for joining
in any receipt or other act for conformity, or for any loss, damage or expense happening to
the Company through the insufficiency or deficiency of title to any property acquired for or
on behalf of the Company, or through the insufficiency or deficiency of any security in or
upon which any of the funds of the Company are invested, or for any loss or damage arising
from the bankruptcy, insolvency or tortious acts of any person with whom any funds, securities
or effects are deposited, or for any loss occasioned by error of judgment or oversight on the
part of such person, or for any other loss, damage or misfortune whatsoever which happens in
the execution of the duties of such person or in relation thereto.
EXECUTION OF DOCUMENTS AND INSTRUMENTS
162.
Deeds, transfers, assignments, contracts, obligations, certificates and other instruments and
documents of any description whatsoever shall be effectively authorized by and signed on
behalf of the Company if signed by any director or officer acting within such person’s
authority, whether under seal or otherwise as such signatories may see fit. In addition, the
board of directors or the shareholders may from time to time by resolution direct the manner
in which and the person or persons by whom any particular document or instrument or class of
documents or instruments may or shall be signed. Any articles, notice, resolution,
requisition, statement or other document or instrument required or permitted to be executed by
more than one person may be executed in several documents or instruments of like form each of
which is executed by one or more of such persons, and such documents or instruments, when duly
executed by all persons required or permitted, as the case may be, to do so, shall be deemed
to constitute one document for all relevant purposes. The secretary or any other officer or
any director may sign certificates and similar instruments on the Company’s behalf with
respect to any factual matters relating to the Company’s business and affairs, including
certificates verifying copies of the constating documents, resolutions and minutes of meetings
of the Company.
REMINDERS
163.
The directors shall comply with the following provisions of the Act or the Corporations
Registration Act (Nova Scotia) where indicated:
(1)
Keep a current register of shareholders (Section 42).
(2)
Keep a current register of directors, officers and managers, send to the
Registrar a copy thereof and notice of all changes therein (Section 98).
(3)
Keep a current register of holders of bonds, debentures and other securities
(Section 111 and Third Schedule).
(4)
Call a general meeting every year within the proper time (Section 83).
Meetings must be held not later than 15 months after the preceding general meeting.
(5)
Send to the Registrar copies of all special resolutions (Section 88).
(6)
Send to the Registrar notice of the address of the Company’s Office and of all
changes in such address (Section 79).
(7)
Keep proper minutes of all shareholders’ meetings and directors’ meetings in
the Company’s minute book kept at the Company’s Office (Sections 89 and 90).
(8)
Obtain a certificate under the Corporations Registration Act (Nova Scotia) as
soon as business is commenced.
(9)
Send notice of recognized agent to the Registrar under the Corporations
Registration Act (Nova Scotia).