SECTION THREE
DIRECTORS
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3.01
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Number of Directors and Quorum
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The number of directors of the Corporation shall be the number of directors as specified in the articles or, where a minimum and maximum number of
directors is provided for in the articles, the number of directors of the Corporation shall be the number of directors determined from time to time by special resolution or, if a special resolution empowers the directors to determine the number, the
number of directors determined by resolution of the board. If, however, the Corporation is or becomes an offering corporation within the meaning of the Act, it shall not have fewer than three directors. Subject to paragraph 3.08, the quorum for the
transaction of business at any meeting of the board shall be a majority of the number of directors then in office and or such greater number of directors as the board may from time to time by resolution determine, provided that if the Corporation has
fewer than three directors, all directors must be present at any meeting of the board to constitute a quorum.
No person shall be qualified for election as a director ifhe is less than 18 years of age; if he is of unsound mind and has been so
found by a court in Canada or elsewhere; if he is not an individual; or if he has the status of a bankrupt. A director need not be a shareholder. A majority of the directors shall be resident Canadians, provided that if the Corporation has only one
or two directors, that director or one of the two directors, as the case may be, shall be a resident Canadian. If the Corporation is or becomes an offering corporation within the meaning of the Act, at least one-third of the directors of the
Corporation shall not be officers or employees of the Corporation or any of its affiliates.
The election of directors shall take place at the first meeting of shareholders and at each succeeding annual meeting of shareholders
and all the directors then in office shall retire but, if qualified, shall be eligible for re-election. The number of directors to be elected at any such meeting shall be the number of directors as specified in the articles or, if a minimum and
maximum number of directors is provided for in the articles, the number of directors determined by special resolution or, if the special resolution empowers the directors to determine the number, the number of directors determined by resolution of
the board. If, however, the Corporation is or becomes an offering corporation
within the meaning of the Act, it shall not have fewer than three directors. The voting on the election shall be by show of hands
unless a ballot is demanded by any shareholder. If an election of directors is not held at the proper time, the incumbent directors shall continue in office until their successors are elected.
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3.04
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Removal of Directors
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Subject to the provisions of the Act, the shareholders may by ordinary resolution passed at a an annual or special meeting remove any director or
directors from office and the vacancy created by such removal may be filled at the same meeting failing which it may be filled by a quorum of the directors.
A director ceases to hold office when he dies or, subject to the Act, resigns; he is removed from office by the shareholders in
accordance with the Act; he becomes disqualified as a director under the Act.
Subject to the Act, a quorum of the board may fill a vacancy in the board, except a vacancy resulting from an increase in the number
or maximum number of directors or from a failure of the shareholders to elect the number of directors required to be elected at any meeting
of shareholders. In the absence of a quorum of the board, or if the vacancy has arisen from a failure of the shareholders to elect the number of directors
required to be elected at any meeting
of shareholders, the directors then in office shall forthwith call a special meeting of shareholders to fill the vacancy. If the
directors then in office fail to call such meeting or if there are no directors then in office, any shareholder may call the meeting.
The board shall manage or supervise the management of the business and affairs of the Corporation. Subject to paragraphs 3.08 and 3.09, the powers of the
board may be exercised at a meeting at which a quorum is present or by resolution in writing signed by all the directors entitled to vote on that resolution at a meeting of the board. Where there is a vacancy in the board, the remaining directors may
exercise all the powers of the board so long as a quorum of the board remains in office.
The board shall not transact business at a meeting other than to fill a vacancy in the board, unless a majority of the directors present are resident
Canadians, except where:
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(a)
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a resident Canadian director who is unable to be present approves in writing or by telephone or other communications facilities the business transacted at the meeting; and
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(b)
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a majority of resident Canadians would have been present had that director been present at the meeting.
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Notwithstanding the foregoing, the board may transact business if the Corporation has fewer than three directors and one director that is resident
Canadian is present.
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3.09
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Meeting by Telephone
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If all the directors of the Corporation present or participating in the meeting consent, a director may participate in a meeting of the board or of a
committee of the board by means of such telephone, electronic or other communications facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and a director participating in
such a meeting by such means is deemed to be present at the meeting. Any such consent shall be effective whether given before or after the meeting to which it relates and may be given with respect to all meetings of the board and of committees of the
board held while a director holds office.
Meetings of the board may be held at any place within or outside Ontario. In any financial year of the Corporation a majority of the meetings of the board
shall be held at a place within Canada.
Subject to the Act, meetings of the board shall be held from time to time on such day and at such time and at such place as the board, the Chairman of the
board (if any), the President, a Vice-President who is a director or any two directors may determine and the Secretary, when directed by the board, the Chairman of the board (if any), the President, a Vice- President who is a director or any two
directors shall convene a meeting of the board.
Notice of the date, time and place of each meeting of the board shall be given in the manner provided in paragraph 12.01 to each
director not less than 48 hours (exclusive of any part of a non-business day) before the time when the meeting is to be held. A notice of a meeting of directors need not specify the purpose of or the business to be transacted at the meeting except
where the Act requires such purpose or business to be specified.
A director may in any manner waive notice of or otherwise consent to a meeting of the board.
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3.13
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First Meeting of New Board
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Provided a quorum of directors is present, each newly elected board may without notice hold its first meeting immediately following
the meeting of shareholders at which such board is elected.
Notice of an adjourned meeting of the board is not required if the time and place of the adjourned meeting is announced at the original meeting.
The board may appoint a day or days in any month or months for regular meetings of the board at a place and hour to be named. A copy of any resolution of the
board fixing the place and time of such regular meetings shall be sent to each director forthwith after being passed, but no other notice shall be required for any such regular meeting except where the Act requires the purpose thereof or the business
to be transacted thereat to be specified.
The chairman of any meeting of the board shall be the first mentioned of such of the following officers as have been appointed and who is a director and
is present at the meeting: the Chairman of the Board, the President or a Vice-President. If no such officer is present, the directors present shall choose one of their number to be chairman.
At all meetings of the board every question shall be decided by a majority of the votes cast on the question. In case of an equality
of votes the chairman of the meeting shall not be entitled to a second or casting vote.
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3.18
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Conflict oflnterest and Standard of Care
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A director or officer who is a party to, or who is a director or officer of or has a material interest in any person who is a party to, a material
contract or transaction or proposed
material contract or transaction with the Corporation shall disclose in writing to the Corporation or request to have entered in the minutes of the meetings of the directors the nature and extent of his interest at
the time and in the manner provided by the Act. Any such
contract or transaction or proposed
contract or transaction shall be referred to the board or shareholders for approval even if such
contract is one that in the ordinary course of the
Corporation's business would not require approval by the board or shareholders, and a director interested in a
contract so referred to the board shall not vote on any resolution to approve the same except as permitted by the Act.
Every director and officer of the Corporation, in exercising his or her powers and discharging his or her
duties shall:
(a) act honestly and in good faith with a view to the best interests of the Corporation; and
(b) exercise the care, diligence and skill that a reasonable prudent person would exercise in comparable circumstances.
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3.19
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Remuneration and Expenses
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The directors shall be paid such remuneration for their services as the board may from time to time determine. The directors
shall also be entitled to be reimbursed for travelling and other expenses properly incurred by them in attending meetings of the shareholders or of the board or any committee thereof or otherwise in the performance of their duties. Nothing herein
contained shall preclude any director from serving the Corporation in any other capacity and receiving remuneration therefor.
SECTION FOUR
COMMITTEES
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4.01
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Committee of Directors
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The board may appoint a committee of directors, however designated, and delegate to such committee any of the powers of the board except those which
pertain to items which, under the Act, a committee of directors has no authority to exercise. A majority of the members of such committee shall be resident Canadians.
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4.02
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Transaction of Business
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The powers of a committee of directors may be exercised by a meeting at which a quorum is present or by resolution in writing signed by all members of
such committee who would have been entitled to vote on that resolution at a meeting of the committee. Meetings of such committee may be held at any place within or outside Ontario.
The board may, and shall if the Corporation becomes an offering corporation within the meaning of the Act, elect annually from among its number an
audit committee to be composed of not fewer than three directors of whom a majority shall not be officers or employees of the Corporation or its affiliates to hold office until the next annual meeting of shareholders. The audit committee shall have
the powers and duties provided in the Act.
The board may from time to time appoint such other committees as it may deem advisable, but the functions of any such other committees shall be advisory
only.
Unless otherwise determined by the board, each committee shall have power to fix its quorum at not less than a majority of its members, to elect its
chairman and to regulate its procedure.
SECTION FIVE
OFFICERS
The board may from time to time appoint a Chairman of the Board, a President, one or more Vice-Presidents (to which title may be added words indicating
seniority or function), a Secretary, a Treasurer and such other officers as the board may determine, including one or more assistants to any of the officers so appointed. The board may specify the duties of and, in accordance with this
by-law and
subject to the provisions of the Act, delegate to such officers powers to manage the business and affairs of the Corporation. Subject to paragraph 5.02, an officer may but need not be a director and one person may hold more than one office. In case
and whenever the same person holds the offices of Secretary and Treasurer, he may but need not be known as the Secretary-Treasurer. All officers shall sign such
contracts, documents, or instruments in writing as require their respective signatures.
In the case of the absence or inability to act of any officer or for any other reason that the board may deem sufficient, the board may delegate all or any of the powers of such officer to any other officer or to any director for the time being.
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5.02
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Chairman of the Board
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The Chairman of the board, if appointed, shall be a director and shall, when present, preside at all meetings of the board and committees
of the board. The Chairman of the board shall be vested with and may exercise such powers and shall perform such other duties as may from time to time be assigned to him by the board. During the absence or disability of the Chairman of the board, his
duties shall be performed and his powers exercised by the President.
The President shall, and unless and until the board designates any other officer of the Corporation to be the Chief Executive Officer of the Corporation, be
the Chief Executive Officer and, subject to the authority of the board, shall have general supervision of the business and affairs of the Corporation and such other powers and duties as the
board may specify. The President shall be vested with and may exercise all the powers and shall perform all the duties of the Chairman of the board if none be appointed or if the Chairman of the board is absent or unable or
refuses to act.
Each Vice-President shall have such powers and duties as the board or the President may specify. The Vice-President or, if more than one, the
Vice-President designated from time to time by the board or by the President, shall be vested with all the powers and shall perform all the duties of the President in the absence or inability or refusal to act of the President, provided, however,
that a Vice-President who is not a director shall not preside as chairman at any meeting of the board and that a Vice-President who is not a director and shareholder shall not preside as chairman at any meeting of shareholders.
The Secretary shall give or cause to be given as and when instructed, all notices to shareholders, directors, officers, auditors and
members of committees of the board; he shall be the custodian of the stamp or mechanical device generally used for affixing the corporate seal of the Corporation and all books, papers, records, documents and instruments belonging to the Corporation,
except when some other officer or agent has been appointed for that purpose; and he shall have such other powers and duties as the board may specify.
The Treasurer shall keep proper accounting records in compliance with the Act and shall be responsible for the deposit of money, the safekeeping of
securities and the disbursement of the funds of the Corporation; he shall render to the board whenever required an account of all his transactions as Treasurer and of the financial position of the Corporation; and he shall have such other powers and
duties as the board may specify. Unless and until the board designates any other officer of the Corporation to be the Chief Financial Officer of the Corporation, the Treasurer shall be the Chief Financial Officer of the Corporation.
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5.07
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Powers and Duties of Other Officers
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The powers and duties of all other officers shall be such as the terms of their engagement call for or as the board may specify. Any of the powers and
duties of an officer to whom an assistant has been appointed may be exercised and performed by such assistant, unless the board otherwise directs.
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5.08
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Variation of Powers and Duties
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The board may from time to time and subject to the provisions of the Act, vary, add to or limit the powers and duties of any officer.
The board, in its discretion, may remove any officer of the Corporation, with or without cause, without prejudice to such officer's rights under any
employment
contract. Otherwise each officer appointed by the board shall hold office until his successor is appointed or until the earlier of his resignation or death.
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5.10
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Terms of Employment and Remuneration
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The terms of employment and the remuneration of an officer appointed by the board shall be settled by it from time to time. The fact that any officer or
employee is a director or shareholder of the Corporation shall not disqualify him from receiving such remuneration as may be so determined.
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5.11
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Conflict of Interest and Standard of Care
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An officer shall disclose his interest in any
material contract or transaction or proposed
material contract or transaction with the
Corporation in accordance with paragraph
3.18 and is subject to the standard of care referred to in paragraph 3.18.
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5.12
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Agents and Attorneys
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The board shall have power from time to time to appoint agents or attorneys for the Corporation in or outside Canada with such powers of management or
otherwise (including the powers to subdelegate) as may be thought fit.
The board may require such officers, employees and agents of the Corporation as the board deems advisable to furnish bonds for the faithful discharge of
their powers and duties, in such form and with such surety as the board may from time to time determine but no director shall be liable for failure to require any such bond or for the insufficiency of any such bond or for any loss by reason of the
failure of the Corporation to receive any indemnity thereby provided.
SECTION SIX
PROTECTION OF
DIRECTORS, OFFICERS AND OTHERS
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6.01
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Submission of Contracts or Transactions to Shareholders for Approval
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The Board in its discretion may submit any
contract, act or transaction for approval, ratification or confirmation at
any meeting of the sharehodlers called for the purpose of considering the same and any
contract, act or transaction that shall be approved, ratified or confirmed by a resolution passed by a majority of the votes cast at any such meeting (unless any
different or additional requirement is imposed by the Act or by the Corporation's articles or any other
by-law) shall be as valid and as binding upon the Corporation and upon all the shareholders as though it had been approved, ratified or confirmed
by every shareholder of the Corporation.
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6.02
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For the Protection of Directors and Officers
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In supplement of and not by way of limitation upon any rights conferred upon directors by the provisions of the Act, it is declared that no director
shall be disqualified by his office from, or vacate his office by reason of, holding any office or place of profit under the Corporation or under any body corporate in which the Corporation shall be a shareholder or by reason of being otherwise in
any way directly or indirectly interested or contracting with the Corporation either as vendor, purchaser or otherwise or being concerned in any
contract or arrangement made or proposed to be entered into with the Corporation in which he is in any
way directly or indirectly interested either as vendor, purchaser or otherwise nor shall any director be liable to account to the Corporation or any of its shareholders or creditors for any profit arising from any such office or place of profit; and,
subject to the provisions of the Act, no
contract or arrangement entered into by or on behalf of the Corporation in which any director shall be in any way directly or indirectly interested shall be avoided or voidable and no director shall be liable
to account to the Corporation or any of its shareholders or creditors for any profit realized by or from any such
contract or arrangement by reason of the fiduciary relationship existing or established thereby. Subject to the provisions of the Act
and to paragraph 3.18, no director shall be obliged to make any declaration of interest or refrain from voting in respect of a
contract or proposed
contract with the Corporation in which such director is in any way directly or indirectly interested.
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6.03
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Limitation of Liability
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Except as otherwise provided in the Act, no director or officer for the time being of the Corporation shall be liable for the acts,
receipts, neglects or defaults of any other director or officer or employee or for joining in any receipt or act for conformity or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any
property acquired by the Corporation or for or on behalf of the Corporation or for the insufficiency or deficiency of any security in or upon which any of the moneys of or belonging to the Corporation shall be placed out or invested or for any loss
or damage arising from the bankruptcy, insolvency or tortious act of any persons, firm or corporation including any person, firm or corporation with whom or which any moneys, securities or effects shall be lodged or deposited for any loss,
conversion, misapplication or misappropriation of or any damage resulting from any dealings with any moneys, securities or other assets belonging to the Corporation or for any other loss, damage or misfortune whatever which may happen in the
execution of the duties of his respective office or trust or in relation thereto unless the same shall happen by or through his failure to exercise the powers and to discharge the duties of his office honestly, in good faith and in the best interests
of the Corporation and in connection therewith to exercise the degree of care, diligence and skill that a reasonably prudent person would exercise in
comparable circumstances. The directors for the time being of teh Corpunder any duty or responsibility in respect of any
contract,
act or transaction whether or not made, done or entered into in the name or on behalf of the Corporation, except such as shall have been submitted to and authorized or approved by the board. If any director or officer of the Corporation shall be
employed by or shall perform services for the Corporation otherwise than as a director or officer or shall be a member of a firm or a shareholder, director or officer of a company which is employed by or performs services for the Corporation, the
fact of his being a director or officer of the Corporation shall not disentitle such director or officer or such firm or company, as the case may be, from receiving proper remuneration for such services.
Subject to the limitations contained in the Act, the Corporation shall indemnify a director or officer, a former director or officer,
or a person who acts or acted at the Corporation's request as a director or officer of a body corporate of which the Corporation is or was a shareholder or creditor, and his heirs and legal representatives, against all costs, charges and expenses,
including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him in respect of any civil, criminal or administrative action or proceeding to which he is made a party by reason of being or having been a director or
officer of the Corporation or such body corporate, if
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(a)
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he acted honestly and m good faith with a view to the best interest of the Corporation; and
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(b)
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in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he had reasonable grounds for believing that his conduct was lawful.
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The Corporation shall also indemnify such person in such other circumstances as the Act permits or requires.
The Corporation may purchase and maintain insurance for the benefit of any person referred to in paragraph 6.04 against such liabilities and in such amounts
as the board may from time to time determine and are permitted by the Act.
SECTION SEVEN
SHARES
The board may from time to time allot or grant options to purchase the whole or any part of the authorized and unissued shares of the Corporation at such
times and to such persons and for such consideration as the board shall determine, provided that no share shall be issued until it is fully paid as provided by the Act.
The board may from time to time authorize the Corporation to pay a reasonable commission to any person in consideration of his
purchasing or agreeing to purchase shares of the Corporation, whether from the Corporation or from any other person, or procuring or agreeing to procure purchasers for any such shares.
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7.03
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Registration of Transfers
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Subject to the provisions of the Act, no transfer of shares shall be registered in a securities register except upon presentation of the certificate
representing such shares with an endorsement which complies with the Act made thereon or delivered therewith duly executed by an appropriate person as provided by the Act, together with such reasonable assurance that the endorsement is genuine and
effective as the board may from time to time prescribe, upon payment of all applicable taxes and any fees prescribed by the board, upon compliance with such restrictions on transfer as are authorized by the articles and upon satisfaction of any lien
referred to in paragraph 7.05.
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7.04
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Transfer Agents and Registrars
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The board may from time to time appoint one or more agents to maintain, in
respect of each class of securities of the Corporation issued by it in registered form, a securities register and one or more branch securities registers. Such a person may be
designated as transfer
agent and registrar according to his functions and one person may be designated both registrar and transfer agent. The board may at any time terminate such appointment.
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7.05
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Lien for Indebtedness
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The Corporation shall have a lien on any share registered in the name of a shareholder or his legal representatives for a debt of that
shareholder to the Corporation, provided that if the shares of the Corporation are listed and posted for trading on a stock exchange in or outside Canada, the Corporation shall not have such lien. The Corporation may enforce any lien that it has on
shares registered in the name of a shareholder indebted to the Corporation by the sale of the shares thereby affected or by any other action, suit, remedy or proceeding authorized or permitted by law and, pending such enforcement, the Corporation may
refuse to register a transfer of the whole or any part of such shares.
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7.06
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Non-recognition of Trusts
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Subject to the provisions of the Act, the Corporation may treat as absolute owner of any share the person in whose name the share is
registered in the securities register as if that person had full legal capacity and authority to exercise all rights of ownership, irrespective of any indication to the contrary through knowledge or notice or description in the Corporation's records
or on the share certificate.
Every holder of one or more shares of the Corporation shall be entitled, at his option, to a share certificate, or to a
non-transferable written acknowledgement of his right to obtain a share certificate, stating the number and class or series of shares held by him as shown on the securities register. Share. certificates and acknowledgements of a shareholder's right
to a share certificate, respectively, shall be in such form as the board shall from time to time approve. Any share certificate shall be signed in accordance with paragraph 2.03 and need not be under the corporate seal; provided that, unless the
board otherwise determines, certificates representing shares in respect of which a transfer agent and/or registrar has been appointed shall not be valid unless countersigned by or on behalf of such transfer agent and/or registrar. The signature of
one of the signing officers or, in the case of share certificates which are not valid unless countersigned by or on behalf of a transfer agent and/or registrar, the signatures of both signing officers, may be printed or mechanically reproduced in
facsimile upon share certificates and every such facsimile signature shall for all purposes be deemed to be the signature of the officer whose signature it reproduces and shall be binding upon the Corporation. A share certificate executed as
aforesaid shall be valid notwithstanding that one or both of the officers whose facsimile signature appears thereon no longer holds office at the date of issue of the certificate.
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7.08
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Replacement of Share Certificates
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The Board or any officer or agent designated by the board may in its or his discretion direct the issue of a new share certificate in
lier of and upon cancellaton of a share certificate that has been mutilated or in substitution for a share certificate claimed to have been lost, destroyed or wrongfully taken on payment of such fee, not exceeding $3.00, and on such terms as to
indemnity, reimbursement of expenses and evidence of loss and of title as the board may from time to time prescribe, whether generally or in any particular case.
If two or more persons are registered as joint holders of any share, the Corporation shall not be bound to issue more than one
certificate in respect thereof, and delivery of such certificate to one of such persons shall be sufficient delivery to all of them. Any one of such persons may give effectual receipts for the certificate issued in respect thereof or for any
dividend, bonus, return of capital or other money payable or warrant issuable in respect of such shares.
7.10 Deceased Shareholders
In the event of the death of a holder, or of one of the joint holders, of any share, the Corporation shall not be required to make any entry in the
securities register in respect thereof or to make payment of any dividends thereon except upon production of all such documents as may be required by law and upon compliance with the reasonable requirements of the Corporation and its transfer agents.
SECTION EIGHT
DIVIDENDS AND RIGHTS
Subject to the provisions of the Act, the board may from time to time declare dividends payable to the shareholders according to their respective rights
and interest in the Corporation. Dividends may be paid in money or property or by issuing fully paid shares, options or rights to acquire fully-paid shares of the Corporation.
A dividend payable in cash shall be paid by cheque drawn on the Corporation's bankers or one of them to the order of each registered holder of shares of
the class or series in respect of which it has been declared and mailed by prepaid ordinary mail to such registered holder at his recorded address, unless such holder otherwise directs. In the case of joint holders the cheque shall, unless such joint
holders otherwise direct, be made payable to the order of all of such joint holders and mailed to them at their recorded address. The mailing of such cheque as aforesaid, unless the same is not paid on due presentation, shall satisfy and discharge
the liability for the dividend to the extent of the sum represented thereby plus the amount of any tax which the Corporation is required to and does withhold.
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8.03
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Non-receipt of Cheques
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In the event of non-receipt of any dividend cheque by the person to whom it is sent as aforesaid, the Corporation shall issue to such person a replacement
cheque for a like amount on such terms as to indenmity, reimbursement of expenses and evidence of non-receipt and of title as the board may from time to time prescribe, whether generally or in any particular case.
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8.04
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Record Date for Dividends and Rights
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The board may fix in advance a date, preceding by not more than 50 days the date for the payment of any dividend or the date for the issue of any
warrant or other evidence of the right to subscribe for securities of the Corporation, as a record date for the determination of the persons entitled to receive payment of such dividend or to exercise the right to subscribe for such securities, and
notice of any such record date shall be given not less than seven days before such record date in the manner provided by the Act. If no record date is so fixed, the record date for the determination of the persons entitled to receive payment of any
dividend or to exercise the right to subscribe for securities of the Corporation shall be at the close of business on the day on which the resolution relating to such dividend or right to subscribe is passed by the board.
Any dividend unclaimed after a period of six years from the date on which the same has been declared to be payable shall be forfeited and shall revert to the Corporation.
SECTION NINE
MEETINGS OF SHAREHOLDERS
The annual meeting of shareholders shall be held at such time in each year as the board, the Chairman of the board (if any) or the President may from time
to time determine, for the purpose of considering the financial statements and reports required by the Act to be placed before the annual meeting, electing directors, appointing an auditor and for the transaction of such other business as may
properly be brought before the meeting.
The board, the Chairman of the board (if any) or the President shall have power to call a special meeting of shareholders at any time.
Subject to the articles of the Corporation, meetings of shareholders shall be held at the registered office of the Corporation or at such other place,
whether in or outside Ontario, as the directors determine.
Notice of the time and place of each meeting of shareholders shall be given in the manner provided in paragraph 12.01 not less than 10 days (or not less
than 21 days if the Corporation is an offering corporation) nor more than 50 days before the date of the meeting to each director, to the auditor and to each shareholder who at the close of business on the record date for notice is entered in the
securities register as the holder of one or more shares carrying the right to vote at the meeting. Notice of a meeting of shareholders called for any purpose other than consideration of the financial statements and auditor's report, election of
directors and reappointment of the incumbent auditor shall state or be accompanied by a statement of the nature of such business in sufficient detail to permit the shareholder to form a reasoned judgment thereon and the text of any special resolution
or
by-law to be submitted to the meeting. A shareholder and any other person entitled to attend a meeting of shareholders may in any manner waive notice of or otherwise consent to a meeting of shareholders.
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9.05
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List of Shareholders Entitled to Notice
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For every meeting of shareholders, the Corporation shall prepare a list of shareholders entitled to receive notice of the meeting, arranged in
alphabetical order and showing the number of shares held by each shareholder entitled to vote at the meeting. If a record date for the meeting is fixed pursuant to paragraph 9.06, the shareholders listed shall be those registered at the close of
business on such record date. If no record date is fixed, the shareholders listed shall be those registered at the close of business on the day immediately preceding the day on which notice of the meeting is given, or where no such notice is given,
the day on which the meeting is held. The list shall be available for examination by any shareholder during usual business hours at the registered office of the Corporation or at the place where the central securities register is maintained and at
the meeting for which the list was prepared.
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9.06
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Record Date for Notice
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The board may fix in advance a date, preceding the date of any meeting of shareholders by not more than the minimum and maximum
number of days as prescribed by the Act, as a record date for the determination of the shareholders entitled to notice of the meeting, provided that notice of any such record date shall be given not less than seven days before such record date by
newspaper advertisement in the manner provided in the Act and, if any shares of the Corporation are listed for trading on a stock exchange in Canada, by written notice to each such stock exchange. If no record date is so fixed, the record date for
the determination of the shareholders entitled to notice of the meeting shall be at the close of business on the day immediately preceding the day on which the notice is given or, if no notice is given, the day on which the meeting is held.
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9.07
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Meetings without Notice
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A meeting of shareholders may be held without notice at any time and place permitted by the Act
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(a)
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if all the shareholders entitled to vote thereat are present in person or represented by proxy waive notice of or otherwise consent to such meeting being held, and
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(b)
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if the auditor and the directors are present or waive notice of or otherwise consent to such meeting being held, so long as such shareholders, auditor and directors present are not
attending for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called. At such a meeting any business may be transacted which the Corporation at a meeting of shareholders
may transact.
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9.08
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Chairman, Secretary and Scrutineers
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The chairman of any meeting of shareholders shall be the first mentioned of such of the following officers as have been appointed and
who is present at the meeting: the President or a Vice-President who is a director and a shareholder. If no such officer is present within 15 minutes from
the time fixed for holding the meeting, the persons present and entitled to vote shall choose one of their number to be chairman. If
the Secretary of the Corporation is absent, the chairman shall appoint some person, who need not be a shareholder, to act as secretary of the meeting. If desired, one or more scrutineers, who need not be shareholders, may be appointed by a resolution
or by the chairman with the consent of the meeting.
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9.09
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Persons Entitled to be Present
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The only persons entitled to be present at a meeting of shareholders shall be those entitled to vote thereat, the directors and the auditor of the
Corporation and others who, although not entitled to vote are entitled or required under any provision of the Act or the articles or the
by-laws to be present at the meeting. Any other person may be admitted only on the invitation of the chairman of
the meeting or with the consent of the meeting.
Subject to paragraph 9.20, one person present in person, being a shareholder entitled to vote at the meeting or a duly appointed
proxyholder for an absent shareholder entitled to vote at the meeting shall be a quorum at any meeting of the shareholders for the choice of a chairman of the meeting and the adjournment of the meeting; for all other purposes a quorum at any meeting
of shareholders unless a greater number is required to be present or a greater number of shares are required to be represented at the meeting by the Act or by the articles or any other
by-law shall be persons present in person, each being a
shareholder entitled to vote at the meeting or a duly appointed proxyholder for an absent shareholder entitled to vote at the meeting not being less than two in number and holding or representing by proxy not less than
51% of the total
number of the issued shares of the Corporation for the time being enjoying voting rights at such meeting. If at any meeting, the requisite quorum is not present within half an hour after the time appointed for the meeting, then the meeting shall be
adjourned to such date not being less than 10 days later and to such time and place as may be announced by the chairman at the meeting and subject to 9.18, it shall not be necessary to give notice of the adjourned meeting.
At such adjourned meeting the persons present at such meeting, provided that there are at least two such persons present in person, each being a
shareholder entitled to vote at the meeting or a duly appointed proxyholder for an absent shareholder entitled to vote at the meeting, shall be a quorum for the transaction of the business for which the meeting was originally called.
Subject to the provisions of the Act as to authorized representatives of any other body corporate or association, at any meeting of shareholders for
which the Corporation has prepared the list referred to in paragraph 9.05, every person who is named in such list shall be entitled to vote the shares shown opposite his name except to the extent that such person has transferred any of his shares
after the record date determined in accordance with paragraph 9.06 and the transferee, having produced properly endorsed certificates evidencing such shares or having otherwise established that he owns such shares,
has demanded not later than 10 days before the meeting that his name be included in such list. In any such case the transferee shall
be entitled to vote the transferred shares at the meeting. At any meeting of shareholders for which the Corporation has not prepared the list referred to in paragraph 9.05, every person shall be entitled to vote at the meeting who at the time is
entered in the securities register as the holder of one or more shares carrying the right to vote at such meeting.
Every shareholder entitled to vote at a meeting of shareholders may appoint a proxyholder, or one or more alternate proxyholders, who need not be
shareholders, to attend and act at the meeting in the manner and to the extent authorized and with the authority conferred by the proxy. A proxy shall be in writing executed by the shareholder or his attorney authorized in writing and shall conform
with the requirements of the Act.
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9.13
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Time for Deposit of Proxies
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The board may by resolution specify in a notice calling a meeting of shareholders a time, preceding the time of such meeting or an adjourmnent thereof
by not more than 48 hours exclusive of any part of a non-business day, before which time proxies to be used at such meeting must be deposited. A proxy shall be acted upon only if, prior to the time so specified, it shall have been deposited with the
Corporation or an agent thereof specified in such notice or, if no such time is specified in such notice, only if it has been received by the Secretary of the Corporation or by the chairman of the meeting or any adjourmnent thereof prior to the time
of voting.
If two or more persons hold shares jointly, any one of them present in person or represented by proxy at a meeting of shareholders
may, in the absence of the other or others, vote the shares; but if two or more of those persons are present in person or represented by proxy and vote, they shall vote as one the shares jointly held by them.
At any meeting of shareholders every question shall, unless otherwise required by the articles or
by-laws or by law, be determined by a majority of the
votes cast on the question. In case of an equality of votes either upon a show of hands or upon a poll, the chairman of the meeting shall not be entitled to a second or casting vote.
Subject to the provisions of the Act, any question at a meeting of shareholders shall be decided by a show of hands unless a ballot
thereon is demanded as hereinafter provided. Upon a show of hands every person who is present and entitled to vote shall have one vote.Whenever a vote by show of hands shall have been taken upon a question, unless a ballot thereon is so demanded, a
declaration by the chairman of the meeting that the vote upon the question has been carried or carried by a particular majority or not carried and an entry to that effect in the minutes of the meeting shall be admissible evidence as proof of fact,
in the absence of proof of the number or proportion of the votes recorded in favour of or against any resolution or other proceeding in respect of the said question, and the result of the vote so taken shall be the decision of the shareholders upon
the said question.
On any question proposed for consideration at a meeting of shareholders, and whether or not a vote by show of hands has been taken thereon, any
shareholder or proxyholder entitled to vote at the meeting may demand a ballot. A ballot so demanded shall be taken in such manner as the chairman shall direct. A demand for a ballot may be withdrawn at any time prior to the taking of the ballot. If
a ballot is taken each person present shall be entitled, in respect of the shares which he is entitled to vote at the meeting upon the question, to that number of votes provided by the Act or the articles, and the result of the ballot so taken shall
be the decision of the shareholders upon the said question.
The chairman at the meeting of shareholders may with the consent of the meeting and subject to such conditions as the meeting may decide, or where
otherwise permitted under the provisions of the Act, adjourn the meeting from time to time and from place to place. If a meeting of shareholders is adjourned for less than 30 days, it shall not be necessary to give notice of the adjourned meeting,
other than by announcement at the earliest meeting that is adjourned. If a meeting of shareholders is adjourned by one or more adjournments for an aggregate of 30 days or more, notice of the adjourned meeting shall be given as for an original
meeting.
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9.19
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Resolution in Writing
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A resolution in writing signed by all the shareholders or their attorney authorized in writing entitled to vote on that resolution at a meeting of
shareholders is as valid as if it had been passed at a meeting of the shareholders unless a written statement with respect to the subject matter of the resolution is submitted by a director or the auditor in accordance with the Act.
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9.20
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Only One Shareholder
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Where the Corporation has only one shareholder or only one holder of any class or series of shares, all business which the Corporation may transact at an
annual or special meeting of shareholders shall be transacted in the manner provided for in paragraph 9.19.
SECTION TEN
INFORMATION AVAILABLE TO SHAREHOLDERS
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10.01
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Information Available to Shareholders
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Except as provided by the Act, no shareholder shall be entitled to discovery of any information respecting any details or conduct of the Corporation's
business which in the opinion of the directors it would be inexpedient in the interests of the Corporation to communicate to the public.
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10.02
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Directors' Determination
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The directors may from time to time, subject to the rights conferred by the Act, determine whether and to what extent and at what
time and place and under what conditions or regulations the documents, books and registers and accounting records of the Corporation or any of them shall be open to the inspection of shareholders and no shareholder shall have any right to inspect any
document or book or register or accounting record of the Corporation except as conferred by statute or authorized by the board or by a resolution of the shareholders in general meeting.
BE IT RESOLVED THAT the foregoing
By-Law No. A-1 being a
by-law relating generally to the transaction of the business and affairs of the Corporation be
and the same is hereby confirmed without amendment as a
by-law of the Corporation.
The undersigned, being the sole shareholder of the Corporation by his signature hereby consents, pursuant to the provisions of the Business Corporations Act, to the foregoing resolution.
DATED as of the 10th day of October 2006.
Anthony John
Wonnacott
C:
to the conduct of the affairs of
2115567 ONTARIO INC.
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2.
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Business of the Corporation
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6.
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Protection of Directors, Officers and Others
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8. Dividends and Rights
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9.
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Meetings of Shareholders
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10.
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Information Available to Shareholders
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11.
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Divisions and Departments
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BE IT ENACTED AND IT IS HEREBY ENACTED as a
by-law of 2115567 Ontario Inc.
(hereinafter called the "Corporation") as follows:
SECTION ONE
INTERPRETATION
In the
by-laws of the Corporation, unless the context otherwise requires:
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(1)
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"Act" means the Business Corporations Act, R.S.0. 1990 c. B. 16 and the regulations made pursuant thereto, as from time to time amended, and every statute that may be substituted therefor and,
in the case of such substitution, any reference in the by-laws of the Corporation to provisions of the Act shall be read as references to the substituted provisions therefor in the new statute or statutes;
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(2)
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"appoint" includes "elect" and vice versa;
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(3)
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"board" means the board of directors of the Corporation;
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(4)
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"by-laws" means this by-law and all other by-laws of the Corporation from time to time in force and effect;
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(5)
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"meeting of shareholders" includes an annual meeting of shareholders and a special meeting of shareholders; "special meeting of shareholders" includes a meeting of any class or classes of shareholders and a special meeting of
all shareholders entitled to vote at an annual meeting of shareholders;
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(6)
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"non-business day" means Saturday, Sunday and any other day that is a holiday as defined in the Interpretation Act (Ontario);
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(7)
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"recorded address" means in the case of a shareholder his address as recorded in the securities register; and in the case of joint shareholders the address appearing in the securities register in respect of such joint holding or the
first address so appearing if there is more than one; and in the case of a director, officer, auditor or member of a committee of the board his latest address as recorded in the records of the Corporation;
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(8)
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"Regulations" means the Regulations made under the Act as from time to time amended and every regulation that may be substituted therefor, and in the case of such substitution, any references in the by-laws of the Corporation
to the provisions of the Regulations shall be read as references to the substituted provisions therefor in the new regulations;
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(8)
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"signing officer" means, in relation to any instrument, any person authorized to sign the same on behalf of the Corporation by paragraph 2.03 or by a resolution passed pursuant thereto;
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(9)
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all terms contained in the by-laws and which are defined in the Act or the Regulations shall have the meanings given to such terms in the Act; |
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(10)
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the headings used in the by-laws are inserted for references purposes only and are not be considered or taken into account in construing the terms of provisions thereof or to be deemed in any way to clarify, modify or explain the
effect of any such terms or provisions; and |
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(10)
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the singular shall include the plural and the plural shall include the singular; the masculine shall include the feminine and neuter genders; and the word "person" shall include individuals,
bodies corporate, corporations, companies, partnerships, syndicates, trusts, unincorporated organizations and any number or aggregate of persons.
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1.02
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Shareholders Agreement
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To the extent that these
by-laws conflict with or are
inconsistent with the terms and conditions of any shareholders agreement entered into at the date of the execution of these
by-laws or in future, such shareholders agreement shall prevail.
SECTION TWO
BUSINESS OF THE CORPORATION
The registered office of the Corporation shall be in the place designated as in the
articles or by a special resolution in accordance with the provisions of the Act; the address of the
registered office within such place may be changed from time to time by the directors.
Corporate Seal
The Corporation may have a corporate seal which shall be adopted and may be
changed by resolution of the board.
The financial year of the Corporation shall terminate on such date in each year as
the board of directors may from time to time determine.
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2.03
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Execution of Instruments
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Contracts, documents or instruments in writing requiring the signature of the
Corporation may be signed on behalf of the Corporation by any officer or director and instruments in writing so signed shall be binding upon the Corporation without any further authorization or formality. The board shall have power from time to time
by resolution to appoint any officer or
officers or any person or persons on behalf of the Corporation either to sign
contracts,
documents and instruments in writing generally or to sign specific
contracts, documents or instruments in writing.
The seal of the Corporation, if any, may when required be affixed to
contracts,
documents and instruments in writing signed as aforesaid or by any officer or officers, person or persons, appointed as aforesaid by resolution of the board but any such
contract, document or instrument is not invalid merely because the corporate
seal, if any, is not affixed thereto.
The term
"contracts, documents or instruments in writing" as used in this
by-law
shall include deeds, mortgages, hypothecs, charges, conveyances, transfers and assignments of property, real or personal, movable or immovable, agreements, releases, receipts and discharges for the payment of money or other obligations, conveyances,
transfers and assignments of shares, share warrants, stocks, bonds, debentures, notes or other securities and all paper writings.
The signature or signatures of the Chairman of the Board (if any), the President, a
Vice-President, the Secretary, the Treasurer, an Assistant Secretary, an Assistant Treasurer or any director of the Corporation and/or any other officer or officers, person or persons, appointed as aforesaid by resolution of the board may, if
specifically authorized by resolution of the directors, be printed, engraved, lithographed or otherwise mechanically reproduced upon any
contracts, documents or instruments in writing or bonds, debentures, notes or other securities of the Corporation
executed or issued by or on behalf of the Corporation and all
contracts, documents or instruments in writing or bonds, debentures, notes or other securities of the Corporation on which the signature or signatures of any of the foregoing officers or
directors or persons authorized as aforesaid shall be so reproduced pursuant to special authorization by resolution of the board, shall be deemed to have been manually signed by such officers or directors or persons whose signature or
signatures is or are so reproduced and shall be as valid to all intents and purposes as if they had been signed manually and notwithstanding that the officers or directors or persons whose signature or signatures is or are so reproduced may have
ceased to hold office at the date of the delivery or issue of such
contracts, documents or instruments in writing or bonds, debentures, notes or other securities of the Corporation.
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2.04
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Banking Arrangements
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The banking business of the Corporation, or any part thereof, including, without
limitation, the borrowing of money and the giving of security therefor, shall be transacted with such banks, trust companies or other bodies corporate or organizations as may from time to time be designated by or under the authority of the board.
Such banking business or any part thereof shall be transacted under such agreements, instructions and delegations of powers as the board may from time to time by resolution prescribe or authorize.
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2.05
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Custody of Securities
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All shares and other securities owned by the Corporation shall
be lodged (in the name of the Corporation) with a chartered bank or a trust company or in a safety deposit box or, if so authorized by resolution of the board, with such other depositaries or in such other manner
as may be determined from time to time by resolution of the board.
All share certificates, bonds, debentures, notes or other
obligations or securities belonging to the Corporation may be issued or held in the name of a nominee or nominees of the Corporation (and if issued or held in the names of more than one nominee shall be held in the names of the nominees jointly with
the right of survivorship) and shall be endorsed in blank with endorsement guaranteed in order to enable transfer to be completed and registration to be effected.
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2.06
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Voting Shares and Securities in other Companies
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All of the shares or other securities carrying voting rights of any other body
corporate held from time to time by the Corporation may be voted at any and all meetings of shareholders, bondholders, debenture holders or holders of other securities (as the case may be) of such other body corporate and in such manner and by such
person or persons as the board shall from time to time by resolution determine. The proper signing officers of the Corporation may also from time to time execute and deliver for and on behalf of the Corporation proxies and/or arrange for the issuance
of voting certificates and/or other evidence of the right to vote in such names as they may determine without the necessity of a resolution or other action by the board.
SECTION THREE
DIRECTORS
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3.01
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Number of Directors and Quorum
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The number of directors of the Corporation shall be the number of directors as
specified in the articles or, where a minimum and maximum number of directors is provided for in the articles, the number of directors of the Corporation shall be the number of directors determined from time to time by special resolution or, if a
special resolution empowers the directors to determine the number, the number of directors determined by resolution of the board. Subject to paragraph 3.08, the quorum for the transaction of business at any meeting of the board shall be a majority of
the number of directors then in office and or such greater number of directors as the board may from time to time by resolution determine, provided that if the Corporation has fewer than three directors, all directors must be present at any meeting
of the board to constitute a quorum.
No person shall be qualified for election as a director if
he is less than 18 years of age; if he is of unsound mind and has been so found by a court in Canada or elsewhere; if he is not an individual; or if he has the status of a bankrupt. A director need not be a shareholder. At least twenty-five percent
of the directors shall be resident Canadians, provided that if the Corporation has less than four directors, at least one director shall be a resident Canadian. If the
Corporation is or
becomes an offering corporation within the meaning of the Act, at least one-third of
the directors of the Corporation shall not be officers or employees of the Corporation or any of its affiliates. In exercising his powers and discharging his duties each director must (a) act honestly and in good faith with a view to the best
interests of the Corporation and (b) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.
The election of directors shall take place at the first meeting of shareholders
and at each succeeding annual meeting of shareholders and all the directors then in office shall retire but, if qualified, shall be eligible for re-election. The number of directors to be elected at any such meeting shall be the number of directors
as specified in the articles or, if a minimum and maximum number of directors is provided for in the articles, the number of directors determined by special resolution or, if the special resolution empowers the directors to determine the number, the
number of directors determined by resolution of the board. The voting on the election shall be by show of hands unless a ballot is demanded by any shareholder. If an
election of directors is not held at the proper time, the incumbent directors shall continue in office until their successors are elected.
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3.04
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Removal of Directors
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Subject to the provisions of the Act, the shareholders may by
ordinary resolution passed at a meeting specially called for such purpose remove any director or directors from office and the vacancy created by such removal may be filled at the same meeting failing which it may be filled by a quorum of the
directors.
A director ceases to hold office when he dies or, subject to the
Act, if by notice in writing to the Corporation he resigns his office, which resignation shall be effective at the time it is received by the Corporation or at the time specified in the notice, whichever is later; he is removed from office by the
shareholders in accordance with the Act; he becomes of unsound mind and is so found by a court in Canada or elsewhere or ifhe acquires the status of a bankrupt.
Subject to the Act, a quorum of the board may fill a vacancy in the board, except
a vacancy resulting from an increase in the number or maximum number of directors or from a failure of the shareholders to elect the number of directors required to be elected at any meeting of shareholders. In the absence of a quorum of the board,
or if the vacancy has arisen from a failure of the shareholders to elect the number of directors required to be elected at any meeting of shareholders, the directors then in office shall forthwith call a special meeting of shareholders to fill the
vacancy. If the directors then in office fail to call such meeting or if there are no directors then in office, any shareholder may call the meeting.
The board shall manage or supervise the management of the business and affairs
of the Corporation. Subject to paragraphs 3.08 and 3.09, the powers of the board may be exercised at a meeting at which a quorum is present or by resolution in writing signed by all the directors entitled to vote on that resolution at a meeting of
the board. Where there is a vacancy in the board, the remaining directors may exercise all the powers of the board so long as a quorum of the board remains in office.
3.09 Meeting by Telephone and Electronic Participation
If all the directors of the Corporation present or participating in the meeting consent, a director may participate in a meeting of the board or of a committee of the board by means of such telephone, electronic or other
communications facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and a director participating in such a meeting by such means is deemed to be present at the meeting. Any
such consent shall be effective whether given before or after the meeting to which it relates and may be given with respect to all meetings of the board and of committees of the board held while a director holds office.
Meetings of the board may be held at any place within or outside Ontario. In any
financial year of the Corporation a majority of the meetings of the board need not be
held within Canada.
Subject to the Act, meetings of the board shall be held from
time to time on such day and at such time and at such place as the board, the Chairman of the Board (if any), the President, a Vice-President who is a director or any two directors may determine and the Secretary, when directed by the board, the
Chairman of the Board (if any), the President, a Vice- President who is a director or any two directors shall convene a meeting of the board.
Notice of the date, time and place of each meeting of the board shall be given
in the manner provided in paragraph 12.01 to each director not less than 48 hours (exclusive of any part of a non-business day) before the time when the meeting is to be held. A notice of a meeting of directors need not specify the purpose of or the
business to be transacted at the meeting except where the Act requires such purpose or business to be specified.
A director may in any manner waive notice of or otherwise
consent to a meeting of the board.
The accidental omission to give notice of any meeting of
directors to, or the non- receipt of any notice by, any person shall not invalidate any resolution passed or any proceeding taken at such meeting.
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3.13
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First Meeting of New Board
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Provided a quorum of directors is present, each newly elected board may without
notice hold its first meeting immediately following the meeting of shareholders at which such board is elected.
Notice of an adjourned meeting of the board is not required if the
time and place of the adjourned meeting is announced at the original meeting.
The board may appoint a day or days in any month or months for regular meetings of
the board at a place and hour to be named. A copy of any resolution of the board fixing the place and time of such regular meetings shall be sent to each director forthwith after being passed, but no other notice shall be required for any such
regular meeting except where the Act requires the purpose thereof or the business to be transacted thereat to be specified.
The chairman of any meeting of the board shall be the first mentioned of such of
the following officers as have been appointed and who is a director and is present at the meeting: the Chairman of the Board, the President or a Vice-President. If no such
officer is present, the directors present shall choose one of their number to be chairman.
At all meetings of the board every question shall be decided by a majority of the
votes cast on the question. In case of an equality of votes the chairman of the meeting shall not be entitled to a second or casting vote.
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3.18
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Resolution in Lieu of Meeting
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Notwithstanding any of the provisions of this
by-law, but
subject to the Act or any unanimous shareholders agreement, a resolution in writing, signed by all of the directors entitled to vote on that resolution at a meeting of the directors is as valid as if it had been passed at a meeting of the directors.
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3.18
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Conflict of Interest
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In supplement of and not by way of limitation upon any rights conferred upon
directors and officers by the Act, it is declared that no director or officer shall be disqualified from his office by, or vacate his office by reason of, holding any officer or place of profit under the Corporation or under any body corporate in
which the Corporation shall be a shareholder; nor shall any director or officer be liable to account to the Corporation or any of its shareholders or creditors for any profits realized by or from any such
contract or arrangement by reason of any
fiduciary relationship. A director or officer who is a party to, or who is a director or officer of or has a material interest in any person who is a party to, a
material contract or transaction or proposed
material contract or transaction with the
Corporation shall disclose in writing to the Corporation or request to have entered in the minutes of the meetings of the directors the nature and extent of his interest at the time and in the manner provided by the Act and such notice of interest
shall be updated by the said director or officer to reflect any material changes. Any such
contract or transaction or proposed
contract or transaction shall be referred to the board or shareholders for approval even if such
contract is one that in
the ordinary course of the Corporation's business would not require approval by the board or shareholders, and a director interested in a
contract so referred to the board shall not vote on any resolution to approve the same except as permitted by
the Act and any director interested in a
contract shall be prohibited from attending any part of a meeting during which the
contract or transaction is discussed.
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3.19
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Remuneration and Expenses
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The directors shall be paid such remuneration for their services as
the board may from time to time determine and such remuneration shall be in addition to the salary paid to any officer or employee of the Corporation who is also a member of the board of directors. The directors shall also be entitled to be
reimbursed for travelling and other expenses properly incurred by them in attending meetings of the shareholders or of the board or any committee thereof or otherwise in the performance of their duties. The board of directors may also award special
remuneration to any director undertaking any special services on the Corporation's behalf other than the routine work ordinarily required of a director by the Corporation and the confirmation of such resolution or resolutions of the shareholders
shall not be required. Nothing herein contained shall preclude any director from serving the Corporation in any other capacity and receiving remuneration therefor.
SECTION FOUR
COMMITTEES
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4.01
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Committees of Directors
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The board may appoint from among their number a committee or
committees of directors, however designated, and may delegate to such committee any of the powers of the board except those which pertain to items which, under the Act, a committee of directors has no authority to exercise. Subject to the Act, except
to the extent otherwise determined by the board of directors or,failing such determination, as determined by the committee of directors, the provisions of paragraphs 3.09 to 3.17, inclusive, shall apply, mutatis mutandis, to such committee.
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4.02
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Transaction of Business
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The powers of a committee of directors may be exercised by a meeting at which a
quorum is present or by resolution in writing signed by all members of such committee who would have been entitled to vote on that resolution at a meeting of the committee. Meetings of such committee may be held at any place within or outside
Ontario.
The board may, and shall if the Corporation becomes an offering corporation within
the meaning of the Act, elect annually from among its number an audit committee to be composed of not fewer than three directors of whom a majority shall not be officers or employees of the Corporation or its affiliates. The audit committee shall
have the powers and duties provided in the Act.
The board may from time to time appoint such other committees as it may deem
advisable, but the functions of any such other committees shall be advisory only.
Unless otherwise determined by the board, each committee shall have power to fix
its quorum at not less than a majority of its members, to elect its chairman and to regulate its procedure.
SECTION FIVE
OFFICERS
The board may from time to time appoint a Chairman of the Board, a President, one
or more Vice-Presidents (to which title may be added words indicating seniority or function), a Secretary, a Treasurer and such other officers as the board may determine, including one or more assistants to any of the officers so appointed. The board
may specify the duties of and, in accordance with this
by-law and subject to the provisions of the Act, delegate to such officers powers to manage the business and affairs of the Corporation. Subject to paragraph 5.02, an officer may but need not be
a director and one person may hold more than one office. In case and whenever the same person holds the offices of Secretary and Treasurer, he may but need not be known as the Secretary-Treasurer. All officers shall sign such
contracts,
documents, or instruments in writing as require their respective signatures.
In the case of the absence or inability to act of any officer or for
any other reason that the board may deem sufficient, the board may delegate all or any of the powers of such officer to any other officer or to any director for the time being.
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5.02
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Chairman of the Board
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The Chairman of the Board, if appointed, shall be a director and shall, when
present, preside at all meetings of the board and committees of the board. The Chairman of the Board shall be vested with and may exercise such powers and shall perform such other duties as may from time to time be assigned to him by the board.
During the absence or disability of the Chairman of the Board, his duties shall be performed and his powers exercised by the President.
The President shall, and unless and until the board designates any other officer
of the Corporation to be the Chief Executive Officer of the Corporation, be the Chief Executive Officer and, subject to the authority of the board, shall have general supervision of the business and affairs of the Corporation and such other powers
and duties as the board may specify. The President shall be vested with and may exercise all the powers and shall perform all the duties of the Chairman of the Board if none be appointed or if the Chairman of the Board is absent or unable or refuses
to act.
Each Vice-President shall have such powers and duties as the board or the President
may specify. The Vice-President or, if more than one, the Vice-President designated from time to time by the board or by the President, shall be vested with all the powers and shall perform all the duties of the President in the absence or inability
or refusal to act of the President, provided, however, that a Vice-President who is not a director shall not preside as chairman at any meeting of the board and that a Vice-President who is not a director and shareholder shall not preside as chairman
at any meeting of shareholders.
The Secretary shall give or cause to be given as and when instructed, all notices
to shareholders, directors, officers, auditors and members of committees of the board; he shall be the custodian of the stamp or mechanical device generally used for affixing the corporate seal of the Corporation and all books, papers, records,
documents and instruments belonging to the Corporation, except when some other officer or agent has been appointed for that purpose; and he shall have such other powers and duties as the board may specify.
The Treasurer shall keep propery accounting records in compliance with the Act and
shall be responsible for the deposit of money, the safekeeping of securities and the disbursement of the funds of the Corporation; he shall render to the board whenever required an account of all his transactions as Treasurer and of the financial
position of the Corporation; and he shall have such other powers and duties as the board may specify. Unless and until the board designates any other officer of the Corporation to be the Chief Financial Officer of the Corporation, the Treasurer shall
be the Chief Financial Officer of the Corporation.
|
5.07
|
Powers and Duties of Other Officers
|
The powers and duties of all other officers shall be such as
the terms of their engagement call for or as the board may specify. Any of the powers and duties of an officer to whom an assistant has been appointed may be exercised and performed by such assistant, unless the board otherwise directs.
|
5.08
|
Variation of Powers and Duties
|
The board may from time to time and subject to the provisions of the Act, vary,
add to or limit the powers and duties of any officer.
The board, in its discretion, may remove any officer of the Corporation, with or without cause,
without prejudice to such officer's rights under any employment
contract. Otherwise each officer appointed by the board shall hold office until his successor is appointedor until the earlier of his resignation or death.
|
5.10
|
Terms of Employment and Remuneration
|
The terms of employment and the remuneration of an officer appointed by the board
shall be settled by it from time to time. The fact that any officer or employee is a director or shareholder of the Corporation shall not disqualify him from receiving such remuneration as may be so determined.
|
5.11
|
Conflict of Interest
|
An
officer shall disclose his interest in any material contract or transaction or proposed material contract or transaction with the Corporation in accordance with paragraph 3.18.
|
5.12
|
Agents and Attorneys
|
The board shall have power from time to time to appoint agents or attorneys for
the Corporation in or outside Canada with such powers of management or otherwise (including the powers to subdelegate) as may be thought fit.
The board may require such officers, employees and agents of the Corporation as the board
deems advisable to furnish bonds for the faithful discharge of their powers and duties, in such form and with such surety as the board may from time to time determine but no director shall be liable for failure to require any such bond or for the
insufficiency of any such bond or for any loss by reason of the failure of the Corporation to receive any indemnity thereby provided.
SECTION SIX
PROTECTION OF
DIRECTORS, OFFICERS AND OTHERS
|
6.01
|
Submission of Contracts or Transactions
to Shareholders for Approval
|
The board in its discretion may submit any
contract, act or transaction for approval,
ratification or confirmation at any meeting of the shareholders called for the purpose of considering the same and any
contract, act or transaction that shall be approved, ratified or confirmed by a resolution passed by a majority of the votes cast
at any such meeting (unless any different or additional requirement is imposed by the Act or by the Corporation's articles or any other
by-law) shall be as valid and as binding upon the Corporation and upon all the shareholders
as though it had been approved, ratified or confirmed by every shareholder of the Corporation.
|
6.02
|
For the Protection of Directors and Officers
|
In supplement of and not by way of limitation upon any rights
conferred upon directors by the provisions of the Act, it is declared that no director shall be disqualified by his office from, or vacate his office by reason of, holding any office or place of profit under the Corporation or under any body
corporate in which the Corporation shall be a shareholder or by reason of being otherwise in any way directly or indirectly interested or contracting with the Corporation either as vendor, purchaser or otherwise or being concerned in any
contract or
arrangement made or proposed to be entered into with the Corporation in which he is in any way directly or indirectly interested either as vendor, purchaser or otherwise nor shall any director be liable to account to the Corporation or any of its
shareholders or creditors for any profit arising from any such office or place of profit; and, subject to the provisions of the Act, no
contract or arrangement entered into by or on behalf of the Corporation in which any director shall be in any way
directly or indirectly interested shall be avoided or voidable and no director shall be liable to account to the Corporation or any of its shareholders or creditors for any profit realized by or from any such
contract or arrangement by reason of the
fiduciary relationship existing or established thereby. Subject to the provisions of the Act and to paragraph 3.18, no director shall be obliged to make any declaration of interest or refrain from voting in respect of a
contract or proposed
contract
with the Corporation in which such director is in any way directly or indirectly interested.
|
6.03
|
Limitation of Liability
|
Except as otherwise provided in the Act, no director or officer
for the time being of the Corporation shall be liable for the acts, receipts, neglects or defaults of any other director or officer or employee or for joining in any receipt or act for conformity or for any loss, damage or expense happening to the
Corporation through the insufficiency or deficiency of title to any property acquired by the Corporation or for or on behalf of the Corporation or for the insufficiency or deficiency of any security in or upon which any of the moneys of or belonging to the Corporation shall be placed out or invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any persons, firm or
corporation including any person, firm or corporation with whom or which any moneys, securities or effects shall be lodged or deposited for any loss, conversion, misapplication or misappropriation of or any damage resulting from any dealings with any
moneys, securities or other assets belonging to the Corporation or for any other loss, damage or misfortune whatever which may happen in the execution of the duties of his respective office or trust or in relation thereto unless the same shall happen
by or through his failure to exercise the powers and to discharge the duties of his office honestly, in good faith and in the best interests of the Corporation a
nd in connection therewith to exercise the degree of care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. The directors for the time being of the Corporation
shall not be under any duty or responsibility in respect of any
contract, act or transaction whether or not made, done or entered into in the name or on behalf of the Corporation, except such as shall have been submitted to and authorized or approved
by the board. If any director or officer of the Corporation shall be employed by or shall perform services for the Corporation otherwise than as a director or officer or
shall be a member of a firm or a shareholder, director or officer of company which is employed by or performs services for the Corporation, the fact of his being a director or officer of the Corporation shall not disentitle such director or officer
or such firm or company, as the case may be, from receiving proper remuneration for such services.
Subject to the limitations contained in the Act, the Corporation shall indemnify a
director or officer, a former director or officer, or another individual who acts or acted at the Corporation's request as a director or officer or an individual acting in a similar capacity, of another entity,, against all costs, charges and
expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, investigative or other proceeding in which the individual involved because of that association with
the Corporation or other entity, if
(a) the individual acted honestly and in good faith with a view to the best
interests of the Corporation or, as the case may be, to the best interests of the other entity for which the individual acted as a director or officer or in a similar capacity at the Corporation's request; and
(b)i n the case of a criminal or administrative action or proceeding that is
enforced by a monetary penalty, the individual had reasonable grounds for believing that the individual's conduct was lawful; and
(c) A court or other competent authority has not judged that the individual has
committed any fault or omitted to do anything that the individual ought to have done.·
The Corporation shall also indemnify such person in such other circumstances as the Act permits
or requires.
The Corporation may purchase and maintain insurance for the benefit of
any person referred to in paragraph 6.04 against such liabilities and in such amounts as the board may from time to time determine and are permitted by the Act.
SECTION SEVEN
SHARES
|
7.01
|
Issuance and Allotment of Shares
|
Subject to the provisions of the Act, the articles,
by-laws and any
unanimous shareholders agreement, shares in the capital of the Corporation may be issued by the board of directors at such times and on such terms and conditions and to such persons or class or classes of persons as the board of directors determines.
The board may from time to time allot or grant options to purchase the whole or any part of the authorized and unissued shares of the Corporation at such times and to such persons and for such consideration as the board shall determine, provided that
no share shall be issued until it is fully paid as provided by the Act.
The board may from time to time authorize the Corporation to pay a
reasonable commission to any person in consideration of his purchasing or agreeing to purchase shares of the Corporation, whether from the Corporation or from any other person, or procuring or agreeing to procure purchasers for any such shares.
|
7.03
|
Registration of Transfers
|
Subject to the provisions of the Act, no transfer of shares shall be
registered in a securities register except upon presentation of the certificate representing such shares with an endorsement which complies with the Act made thereon or delivered therewith duly executed by an appropriate person as provided by the
Act, together with such reasonable assurance that the endorsement is genuine and effective as the board may from time to time prescribe, upon payment of all applicable taxes and any fees prescribed by the board, upon compliance with such restrictions
on transfer as are authorized by the articles and upon satisfaction of any lien referred to in paragraph 7.05.
|
7.04
|
Transfer Agents and Registrars
|
The board may from time to time appoint one or more agents to maintain, in
respect of each class of securities of the Corporation issued by it in registered form, a securities register and one or more branch securities registers. Such a person may be designated as transfer agent and registrar according to his functions and
one person may be designated both registrar and transfer agent. The board may at any time terminate such appointment.
|
7.05
|
Lien for Indebtedness
|
The Corporation shall have a lien on any share registered in the name of a
shareholder or his legal representatives for a debt of that shareholder to the Corporation, provided that if the shares of the Corporation are listed on a stock exchange recognized by the Ontario Securities Commission, the Corporation shall not have
such lien. The Corporation may enforce any lien that it has on shares registered in the name of a shareholder indebted to the Corporation by the sale of the shares thereby affected or by any other action, suit, remedy or proceeding authorized or
permitted by law and, pending such enforcement, the Corporation may refuse to register a transfer of the whole or any part of such shares.
|
7.06
|
Non-recognition of Trusts
|
Subject to the provisions of the Act, the Corporation may treat as absolute owner of
any share the person in whose name the share is registered in the securities register as if that person had full legal capacity and authority to exercise all rights of ownership, irrespective of any indication to the contrary through knowledge or
notice or description in the Corporation's records or on the share certificate.
Every holder of one or more shares of the Corporation shall be entitled, at his
option, to a share certificate, or to a non-transferable written acknowledgement of his right to obtain a share certificate, stating the number and class or series of shares held by him as shown on the securities register. Share certificates and
acknowledgements of a shareholder's right to a share certificate, respectively, shall be in such form as the board shall from time to time approve. Any share certificate shall be signed in accordance with paragraph 2.03 and need not be under the
corporate seal; provided that, unless the board otherwise determines, certificates representing shares in respect of which a transfer agent and/or registrar has been appointed shall not be valid unless countersigned by or on behalf of such transfer
agent and/or registrar. The signature of one of the signing officers or, in the case of share certificates which are not valid unless countersigned by or on behalf of a transfer agent and/or registrar, the signatures of both signing officers, may be
printed or mechanically reproduced in facsimile upon share certificates and every such facsimile signature shall for all purposes be deemed to be the signature of the officer whose signature it reproduces and shall be binding upon the Corporation. A
share certificate executed as aforesaid shall be valid notwithstanding that one or both of the officers whose facsimile signature appears thereon no longer holds office at the date of issue of the certificate.
|
7.08
|
Replacement of Share Certificates |
The board or any officer or agent designated by the board may in its or his discretion direct the
issue of a new share certificate in lieu of and upon cancellation of a share certificate that has been mutilated or in substitution for a share certificate claimed to have been lost, destroyed or wrongfully taken on payment of such fee, not exceeding
$3.00, and on such terms as to indemnity, reimbursement of expenses and evidence of loss and of title as the board may from time to time prescribe, whether generally or in any particular case.
|
7.09
|
Replacement of Share Certificates |
If two or more persons are registered as joint holders of any share, the Corporation shall not be bound to issue more than one certificate in respect thereof, and delivery of such certificate to one of such persons shall be
sufficient delivery to all of them. Any one of such persons may give effectual receipts for the certificate issued in respect thereof or for any dividend, bonus, return of capital or other money payable or warrant issuable in respect of such
shares.
|
7.10
|
Deceased Shareholders
|
In the event of the death of a holder, or of one of the joint
holders, of any share, the Corporation shall not be required to make any entry in the securities register in respect thereof or to make payment of any dividends thereon except upon production of all suchdocuments as may be required by law and upon compliance with the reasonable requirements of the Corporation and its transfer agents.
SECTION EIGHT
DIVIDENDS AND RIGHTS
Subject to the provisions of the Act, the board may from time to time declare
dividends payable to the shareholders according to their respective rights and interest in the Corporation. Dividends may be paid in money or property or by issuing fully paid shares of the Corporation. Except as provided for in the Act, the board
of directors shall not pay a dividend if there are reasonable grounds for believe that: (a) the Corporation is, or after payment would be, unable to pay its liabilities as they become due; or (b) the realizable value of the Corporation's assets
would thereby be less than the aggregate of its liabilities and its stated capital of all classes.
A dividend payable in cash shall be paid by cheque drawn on the Corporation's bankers or one of them
to the order of each registered holder of shares of the class or series in respect of which it has been declared and mailed by prepaid ordinary mail to such registered holder at his recorded address, unless such holder otherwise directs. In the
case of joint holders the cheque shall, unless such joint holders otherwise direct, be made payable to the order of all of such joint holders and mailed to them at their recorded address. The mailing of such cheque as aforesaid, unless the same is
not paid on due presentation, shall satisfy and discharge the liability for the dividend to the extent of the sum represented thereby plus the amount of any tax which the Corporation is required to and does withhold.
|
8.03
|
Non-receipt of Cheques
|
In the event of non-receipt of any dividend cheque by the person to whom it is sent as
aforesaid, the Corporation shall issue to such person a replacement cheque for a like amount on such terms as to indemnity, reimbursement of expenses and evidence of non-receipt and of title as the board may from time to time prescribe, whether
generally or in any particular case.
|
8.04
|
Record Date for Dividends and Rights
|
The board may fix in advance a date, preceding by not more than 50 days the date for the
payment of any dividend or the date for the issue of any warrant or other evidence of the right to subscribe for securities of the Corporation, as a record date for the determination of the persons entitled to receive payment of such dividend or to
exercise the right to subscribe for such securities, and notice of any such record date shall be given not less than seven days before such record date in the manner provided by the Act. If no record date is so fixed, the record date for the determination of the persons entitled to receive payment of any dividend or to exercise the right to subscribe for securities of the Corporation
shall be at the close of business on the day on which the resolution relating to such dividend or right to subscribe is passed by the board.
Any dividend unclaimed after a period of six years from the date on which the same has been
declared to be payable shall be forfeited and shall revert to the Corporation.
SECTION NINE
MEETINGS OF SHAREHOLDERS
The annual meeting of shareholders shall be held at such time in each
year as the board, the Chairman of the Board (if any) or the President may from time to time determine, for the purpose of considering the financial statements and reports required by the Act to be placed before the annual meeting, electing
directors, appointing an auditor and for the transaction of such other business as may properly be brought before the meeting.
The board, the Chairman of the Board (if any) or the President shall have power to
call a special meeting of shareholders at any time.
Meetings of shareholders shall be held at the registered office of the
Corporation or elsewhere in the municipality in which the registered office is situate or, if the board shall so determine, at some other place in Canada or, if all the shareholders entitled to vote at the meeting so agree, at some place outside
Canada.
Notice of the time and place of each meeting of shareholders shall be given in the
manner provided in paragraph 12.01 not less than 10 days of if the Corporation is an offering corporation not less than 21 days but in either case nor more than 50 days (in each case, subject to the provisions of the Act, exclusive of the day on
which notice is delivered or sent and the day for which notice is given) before the date of the meeting to each director, to the auditor and to each shareholder who at the close of business on the record date for notice is entered in the securities
register as the holder of one or more shares carrying the right to vote at the meeting. Notice of a meeting of shareholders called for any purpose other than consideration of the financial statements and auditor's report, election of directors and
reappointment of the incumbent auditor shall state or be accompanied by a statement of the nature of such business in sufficient detail to permit the shareholder to form a reasoned judgment thereon and the text of any special resolution or
by-law to
be submitted to the meeting. A shareholder and any other person entitled to attend a meeting of shareholders may in any manner waive notice of or otherwise consent to a meeting of shareholders.
|
9.05
|
List of Shareholders Entitled to Notice
|
For every meeting of shareholders, the Corporation shall prepare a list of
shareholders entitled to receive notice of the meeting, arranged in alphabetical order and showing the number of shares held by each shareholder entitled to vote at the meeting. If
a record date for the meeting is fixed pursuant to paragraph 9.06, the shareholders listed shall be those registered at the close of business on such record date. If no
record date is fixed, the shareholders listed shall be those registered at the close of business on the day immediately preceding the day on which notice of the meeting is given, or where no such notice is given, the day on which the meeting is held.
The list shall be available for examination by any shareholder during usual business hours at the registered office of the Corporation or at the place where the central securities register is maintained and at the meeting for which the list was
prepared.
|
9.06
|
Record Date for Notice
|
The board may fix in
advance a date, preceding the date of any meeting of shareholders by not more than 50 days and not less than 21 days, as a record date for the determination of the shareholders entitled to notice of the meeting, provided that notice of any
such record date shall be given not less than seven days before such record date by newspaper advertisement in the manner provided in the Act and, if any shares of the Corporation are listed for trading on a stock exchange in Canada, by written
notice to each such stock exchange. If no record date is so fixed, the record date for the determination of the shareholders entitled to notice of the meeting shall be at
the close of business on the day immediately preceding the day on which the notice is given or, if no notice is given, the day on which the meeting is held.
|
9.07
|
Meetings without Notice
|
A meeting of shareholders may be held without notice at any time and place
permitted by the Act
(a) if all the shareholders entitled to vote thereat are present in person or
represented by proxy waive notice of or otherwise consent to such meeting being held, and
(b) if the auditor and the directors are present or waive notice of or otherwise consent to such meeting being held, so long as such shareholders, auditor and directors present are not attending for the express purpose of
objecting to the transaction of any business on the grounds that the meeting is not lawfully called. At such a meeting any business may be transacted which the Corporation at a meeting of shareholders may transact. If the meeting is held at a place outside Canada, shareholders not present or represented by
proxy, but who have waived notice of or otherwise consented to such meeting, shall also be deemed to have consented to the meeting being held at such place.
The accidental omission to give notice of any meeting or any irregularity in the notice of any meeting or the non-receipt of any notice by any shareholder or shareholders, director
or directors or the auditor of the Corporation shall not invalidate any resolution passed or any proceedings taken at any meetings of shareholders.
|
9.09
|
Chairman, Secretary and Scrutineers
|
The chairman of any meeting of shareholders shall be the first mentioned of such of
the following officers as have been appointed and who is present at the meeting: the President or a Vice-President who is a director and a shareholder. If no such officer is
present within 15 minutes from the time fixed for holding the meeting, the persons present and entitled to vote shall choose one of their number to be chairman. If the
Secretary of the Corporation is absent, the chairman shall appoint some person, who need not be a shareholder, to act as secretary of the meeting. If desired, one or more
scrutineers, who need not be shareholders, may be appointed by a resolution or by the chairman with the consent of the meeting.
9.09 Persons Entitled to be Present
The only persons entitled to be present at a meeting of shareholders shall be those
entitled to vote thereat, the directors and the auditor of the Corporation and others who, although not entitled to vote are entitled or required under any provision of the Act or the articles or the
by-laws to be present at the meeting. Any other
person may be admitted only on the invitation of the chairman of the meeting or with the consent of the meeting.
Subject to paragraph 9.20, two persons present in person, each being a shareholder
entitled to vote at the meeting or a duly appointed proxyholder for an absent shareholder entitled to vote at the meeting shall be a quorum at any meeting of the shareholders. If at any meeting, the requisite quorum is not present within half an hour
after the time appointed for the meeting, then the meeting shall be adjourned to such date not being less than 10 days later and to such time and place as may be announced by the chairman at the meeting and subject to 9.18, it shall not be necessary
to give notice of the adjourned meeting.
At such adjourned meeting the persons present at such meeting,
provided that there are at least two such persons present in person, each being a shareholder entitled to vote at the meeting or a duly appointed proxyholder for an absent shareholder entitled to vote at the meeting, shall be a quorum for the
transaction of the business for which the meeting was originally called.
Subject to the provisions of the Act as to authorized representatives of any other body
corporate or association, at any meeting of shareholders for which the Corporation has prepared the list referred to in paragraph 9.05, every person who is named in such list shall be entitled to vote the shares shown opposite his name except to the
extent that such person has transferred any of his shares after the record date determined in accordance with paragraph 9.06 and the transferee, having produced properly endorsed certificates evidencing such shares or having otherwise established
that he owns such shares, has demanded not later than 10 days before the meeting that his name be included in such list. In any such case the transferee shall be entitled to vote the transferred shares at the meeting. At any meeting of shareholders
for which the Corporation has not prepared the list referred to in paragraph 9.05, every person shall be entitled to vote at the meeting who at the time is entered in the securities register as the holder of one or more shares carrying the right to
vote at such meeting.
Every shareholder entitled to vote at a meeting of shareholders may
appoint a proxyholder, or one or more alternate proxyholders, who need not be shareholders, to attend and act at the meeting in the manner and to the extent authorized and with the authority conferred by the proxy. A proxy shall be in writing
executed by the shareholder or his attorney authorized in writing and shall conform with the requirements of the Act.
|
9.13
|
Time for Deposit of Proxies
|
The board may by resolution specify in a notice calling a meeting of shareholders a time,
preceding the time of such meeting or an adjournment thereof by not more than 48 hours exclusive of any part of a non-business day, before which time proxies to be used at such meeting must be deposited. A proxy shall be acted upon only if, prior
to the time so specified, it shall have been deposited with the Corporation or an agent thereof specified in such notice or, if no such time is specified in such notice, only if it has been received by the Secretary of the Corporation or by the
chairman of the meeting or any adjournment thereof prior to the time of voting.
If two or more persons hold shares jointly, any one of them present in person or
represented by proxy at a meeting of shareholders may, in the absence of the other or others, vote the shares; but if two or more of those persons are present in person or represented by proxy and vote, they shall vote as one the shares jointly
held by them.
At any meeting of shareholders every question shall, unless otherwise required by the
articles or
by-laws or by law, be determined by a majority of the votes cast on the question. In case of an equality of votes either upon a show of hands or upon a poll, the chairman of the meeting shall not be entitled to a second or casting vote.
Subject to the provisions of the Act, any question at a meeting of shareholders shall be
decided by a show of hands unless a ballot thereon is required or demanded as hereinafter provided. Upon a show of hands every person who is present and entitled to vote shall have one vote. Whenever a vote by show of hands shall have been taken
upon a question, unless a ballot thereon is so required or demanded, a declaration by the chairman of the meeting that the vote upon the question has been carried or carried by a particular majority or not carried and an entry to that effect in the
minutes of the meeting shall be prima facie evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against any resolution or other proceeding in respect of the said question, and the result of the vote
so taken shall be the decision of the shareholders upon the said question.
On any question proposed for consideration at a meeting of shareholders, and whether or not a vote by show of hands has been taken thereon, any shareholder
or proxyholder entitled to vote at the meeting may require or demand a ballot. A ballot so required or demanded shall be taken in such manner as the chairman shall direct. A requirement or demand for a ballot may be withdrawn at any time prior to
the taking of the ballot. If a ballot is taken each person present shall be entitled, in respect of the shares which he is entitled to vote at the meeting upon the
question, to that number of votes provided by the Act or the articles, and the result of the ballot so taken shall be the decision of the shareholders upon the said question.
The chairman at the meeting of shareholders may with the consent of the meeting
and subject to such conditions as the meeting may decide, or where otherwise permitted under the provisions of the Act, adjourn the meeting from time to time and from place to place. If a meeting of shareholders is adjourned for less than 30 days, it shall not be necessary to give notice of the adjourned meeting, other than by announcement at the earliest meeting that is adjourned. If a meeting of shareholders is adjourned by one or more adjournments for an aggregate of 30 days or more, notice of the adjourned meeting shall be given as for an original
meeting.
|
9.19
|
Resolution in Writing
|
A resolution in writing signed by all the shareholders entitled to vote on that
resolution at a meeting of shareholders is as valid as if it had been passed at a meeting of the shareholders unless a written statement with respect to the subject matter of the resolution is submitted by a director or the auditor in accordance with
the Act.
|
9.20
|
Only One Shareholder
|
Where the Corporation has only one shareholder or only one holder of any class or
series of shares, all business which the Corporation may transact at an annual or special meeting of shareholders shall be transacted in the manner provided for in paragraph 9.19.
SECTION TEN
INFORMATION AVAILABLE TO SHAREHOLDERS
|
10.01
|
Confidential Information Available to Shareholders
|
Except as provided by the Act, no shareholder shall be entitled to discovery of any
information respecting any details or conduct of the Corporation's business which in the opinion of the directors it would be inexpedient in the interests of the Corporation to communicate to the public.
|
10.02
|
Availability of Corporate Records to Shareholders
|
The directors may from time to time, subject to the rights
conferred by the Act, determine whether and to what extent and at what time and place and under what conditions or regulations the documents, books and registers and accounting records of the Corporation or a of them shall be open to the
inspection of shareholders and no shareholder shall have any right to inspect any document or book or register or accounting record of the Corporation except as conferred by statute or authorized by the board or by a resolution of the shareholders in
general meeting.
SECTION ELEVEN
DIVISIONS AND DEPARTMENTS
11.01 Creation and Consolidation of
Divisions
The board may cause the business and operations of the
Corporation or any part thereof to be divided or to be segregated into one or more divisions upon such basis, including without limitation, character or type of operation, geographical territory, product manufactured or service rendered, as the board
may consider appropriate in each case. The board may also cause the business and operations of any such division to be further divided into sub-units and the business and operations or any such divisions or sub-units to be consolidated upon such
basis as the board may consider appropriate in each case.
11.02 Name
of Division
Any division or its sub-units may be designated by such name as the board may
from time to time determine and may transact business under such name, provided that the Corporation shall set out its name in legible characters in all
contracts, invoices, negotiableinstruments and orders for goods or services issued or made by or
on behalf of the Corporation.
|
11.03
|
Officers of Division
|
From time to time the board or, if authorized by the board, the Chief Executive
Officer, may appoint one or more officers for any division, prescribe their powers and duties and settle their terms of employment and remuneration. The board or, if authorized by the board, the Chief Executive Officer, may remove at its or his
pleasure any officer so appointed, without prejudice to such officer's rights under any employment
contract. Officers of divisions or their sub-units shall not, as such, be officers of the Corporation.
|
11.04
|
Execution of Instruments
|
Contracts or documents requiring the signature of the Corporation and relating only
to a particular division of the Corporation may be signed by one of the divisional officers appointed pursuant to paragraph 11.03 with respect to such division. All such
contracts or documents so signed shall be binding upon the Corporation without
further authorization or formality.
SECTION TWELVE
NOTICES
12.01 Method
of Giving Notices
Any notice (which term includes any communication or document) to be given
(which term includes sent, delivered or served) pursuant to the Act, the regulations thereunder, the articles, the
by-laws or otherwise to a shareholder, director, officer, auditor or member of a committee of the board shall be sufficiently given
if delivered personally to the person to whom it is to be given or if delivered to his recorded address or if mailed to him at his recorded address by prepaid mail or if sent to him at his recorded address by any means of prepaid transmitted or
recorded communication. A notice so delivered shall be deemed to have been given when it is delivered personally or to the recorded address as aforesaid; a notice so mailed shall be deemed to have been given when deposited in a post office or
public letter box and shall be deemed to have been received on the fifth day after so depositing; and a notice so sent by any means of transmitted or recorded communication shall be deemed to have been given when dispatched or delivered to the
appropriate communication company or agency or its representative for dispatch. The Secretary may change or cause to be changed the recorded address of any shareholder, director, officer, auditor or member of a committee of the board in accordance
with any information believed by him to be reliable.
12.02 Signature to Notices
The signature of any director or officer of the Corporation to any notice or document to be given by the Corporation may be written, stamped, typewritten or
printed or partly written, stamped, typewritten or printed.
A certificate of the Chairman of the Board (if any), the President, a Vice-
President, the Secretary or the Treasurer or of any other officer of the Corporation in office at the time of the making of the certificate or of a transfer officer of any transfer agent or branch transfer agent of shares of any class of the
Corporation as to the facts in relation to the mailing or delivery of any notice or other document to any shareholder, director, officer or auditor or publication of any notice or other document shall be conclusive evidence thereof and shall be
binding on every shareholder, director, officer or auditor of the Corporation as the case may be.
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12.04
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Notice to Joint Shareholders
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All notices with respect to shares registered in more than one name shall, if
more than one address appears on the records of the Corporation in respect of such joint holdings, be given to all of such joint shareholders at the first address so appearing, and notice so given shall be sufficient notice to the holders of such
shares.
12.05 Computation of Time
In computing the date when notice must be given under any
provision requiring a specified number of days’ notice of any meeting or other event both the date of giving the notice and the date of the meeting or other event shall be excluded.
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12.06
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Undelivered Notices
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If any notice given to a shareholder pursuant to paragraph 12.01 is returned on three consecutive occasions because he cannot be found, the Corporation shall not be required to give any further notices to such shareholder
until he informs the Corporation in writing of his new address.
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12.07
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Omissions and Errors
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The accidental omission to give any notice to any shareholder, director, officer,
auditor or member of a committee of the board or the non-receipt of any notice by any such person or any error in any notice not affecting the substance thereof shall not invalidate any action taken at any meeting held pursuant to such notice or
otherwise found thereon.
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12.08
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Deceased Shareholders
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Any notice or other document delivered or sent by post or left at the address of
any shareholder as the same appears in the records of the Corporation shall, notwithstanding that such shareholder be then deceased, and whether or not the Corporation has notice of his decease, be deemed to have been duly served in respect of the
shares held by such shareholder (whether held solely or with any person or persons) until some other person be entered in his stead in the records of the Corporation as the holder or one of the holders thereof and such service shall for all purposes
be deemed a sufficient service of such notice or document on his heirs, executors or administrators and on all persons, if any, interested with him in such shares.
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12.09
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Persons Entitled by Death or Operation of Law
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Every person who, by operation of law, transfer, death of a shareholder or any
other means whatsoever, shall become entitled to any share, shall be bound by every notice in respect of such share which shall have been duly given to the shareholder from whom he derives his title to such share prior to his name and address being
entered on the securities register (whether such notice was given before or after the happening of the event upon which he became so entitled) and prior to his furnishing to the Corporation the proof of authority or evidence of his entitlement
prescribed by the Act.
12.10 Waiver of Notice
Any shareholder (or his duly appointed proxyholder), director, officer, auditor or member of a committee of the board
may at any time waive any notice, or waive or abridge the time for any notice, required to be given to him under any provision of the Act, the regulations thereunder, the articles, the
by-laws or otherwise and such waiver or abridgement, whether
given before or after the meeting or other event of which notice is required to be given shall cure any default in the giving or in the time of such notice, as the case may be. Any such waiver or abridgement shall be in writing except a waiver of
notice of a meeting of shareholders or of the board or of a committee of the board which may be given in any manner.
SECTION THIRTEEN
EFFECTIVE DATE
13.01 Effective Date
This
by-law shall come into force and replace
By-Law No. A-1 in its entirety upon
being passed by the board and the sole shareholder of the Corporation.
ENACTED as of the 1st day of January, 2009.
WITNESS the seal of the Corporation.
BE IT RESOLVED THAT the foregoing
By-Law No. A-2 being a
by-law
relating generally to the transaction of the business and affairs of the Corporation be and the same is hereby made as a
by-law of the Corporation and it hereby replaces
By-Law No. A-1 in its entirety and the President and he is hereby authorized to
sign this
By-Law No. A-2 and to apply the corporate seal thereto.
The undersigned, being the sole director of the Corporation by his signature hereby consents, pursuant to the provisions
of the Business Corporations Act (Ontario), to the foregoing resolution.
DATED as of the 1st day of January, 2009
BE IT RESOLVED THAT the foregoing
By-Law No. A-2 being a
by-law relating generally to the transaction of the business and affairs of the Corporation be and the same is hereby confirmed without amendment as a
by-law of the Corporation replacing
By-Law No. A-1 in its entirety.
The undersigned, being the sole shareholder of the Corporation
by his signature hereby consents, pursuant to the provisions of the Business Corporations Act, to the foregoing resolution.
DATED as of the 1st day of January, 2009
