Registration of Securities by a Small-Business Issuer — Form SB-2
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SB-2 Registration of Securities by a Small-Business 87 327K
Issuer
2: EX-1.1 Underwriting Agreement 28 132K
3: EX-1.2 Form of Lock-Up Agreement 2 16K
4: EX-1.3 Master Agreement Among Underwriters 10 58K
5: EX-1.4 Selected Dealers Agreement 7 30K
6: EX-3.1 Articles of Incorporation of Pci 3 19K
7: EX-3.2 By-Laws, as Amended of Pci 17 65K
8: EX-3.3 Certificate of Incorporation 36 151K
9: EX-4.1 Pages From Articles of Incorporation and Bylaws 8 35K
10: EX-4.2 Specimen Common Stock Certificate 1 9K
11: EX-4.3 Underwriter's Common Stock Purchase Warrant 11 42K
12: EX-4.4 Investment Banking Agreement 7 50K
13: EX-4.5 Letter of Intent Dated March 31, 1997 5 29K
14: EX-4.6 Form of Subscription to Acquire Warrants 20 76K
15: EX-9.1 Shareholders and Voting Agreement 27 76K
16: EX-10.1 Business Loan Agreement 8 54K
22: EX-10.12 Endorsement Agreement 05/01/97 6 31K
23: EX-10.13 Standard Sublease 53± 210K
24: EX-10.14 Agency Relationship Agreement 2 14K
25: EX-10.16 Business Consulting Agreement 2± 14K
26: EX-10.17 Employment Agreement With Steven A. Lambrecht 8 44K
27: EX-10.18 Employment Agreement With Greg P. Lambrecht 9 47K
28: EX-10.19 Employment Agreement With Colin A. Jones 9 46K
17: EX-10.2 Asset Purchase Agreement 12/31/96 21 60K
29: EX-10.21 Settlement & Full Release of Equity 34 143K
30: EX-10.22 Stock Sales Agreement 06/20/97 4 22K
18: EX-10.3 Asset Purchase Agreement 12/31/96 21 61K
19: EX-10.4 Promissory Note Between C. Jones and Pci 2 16K
20: EX-10.5 Promissory Note Between G. Lambrecht and Pci 2 16K
21: EX-10.6 Management Agreement 01/01/97 4 24K
31: EX-11.1 Computation of Earnings Per Share 1 9K
32: EX-16.1 Response Letter From Semple & Cooper, LLP 1 11K
33: EX-21.1 Subsidiary List 1 9K
34: EX-27.1 Financial Data Schedule 1 12K
[SEAL] Province of Ministry of Corporate and Personal
British Columbia Finance and Property Registries
Corporate Relations 940 Blanshard Street
Victoria
British Columbia
VSW 3E8
--------------------------------------------------------------------------------
File Number: 522338
CAN - AM INTERNATIONAL INVESTMENTS CORP.
I hereby certify that the documents attached hereto are copies of documents
filed with the Registrar of Companies on June 20, 1998
/s/ John S. Powell
JOHN S. POWELL
Registrar of Companies
[SEAL]
NUMBER: 522338
[SEAL]
COMPANY ACT
CANADA
PROVINCE OF BRITISH COLUMBIA
CERTIFICATE OF INCORPORATION
I Hereby Certify that
CAN - AM INTERNATIONAL INVESTMENTS CORP.
has this day been incorporated under the Company Act
Issued under my hand at Victoria, British Columbia
on June 20, 1996
/s/ John S. Powell
[SEAL]
JOHN S. POWELL
Registrar of Companies
================================================================================
FORM I
(Section 5)
COMPANY ACT
MEMORANDUM
================================================================================
I wish to be formed into a Company with limited liability under the Company Act
in pursuance of this Memorandum.
1. The name of the Company is:
CAN - AM INTERNATIONAL INVESTMENTS CORP.
2. The authorized capital of the Company consists of 2,000,000 shares divided
into 500,000 Class "A" non-voting shares without par value and 500,000
Class "B" voting shares without par value and 1,000,000 Class "C"
non-voting, redeemable, Preferred shares with a par value of $1.00 each
3. There shall attach to the shares of the Company the rights, privileges,
restrictions and limitation described in the Articles of the Company and
amendments thereto.
4. I agree to take the number, class and kind of shares in the Company set
opposite my name.
--------------------------------------------------------------------------------
FULL NAMES, RESIDENT ADDRESSES NUMBER OF SHARES
& OCCUPATION OF SUBSCRIBERS TAKEN BY SUBSCRIBER
--------------------------------------------------------------------------------
/s/ Colin Andrew Jones
------------------------------
COLIN ANDREW JONES 1 CLASS "B" VOTING
Businessman
Apt. 606 - 888 Pacific Blvd.
Vancouver, B.C. V6Z 1S4
TOTAL SHARES TAKEN: 1 CLASS "B" VOTING
--------------------------------------------------------------------------------
DATED at the City of Surrey, Province of British Columbia, this 19th day of
June, 1996.
ARTICLES
--------
OF
CAN - AM INTERNATIONAL INVESTMNTS CORP.
Table of Contents
-----------------
PART ARTICLE SUBJECT
---- ------- -------
1 INTERPRETATION
1.1 Definition
Construction of Words
1.2 Definitions same as Company Act
1.3 Interpretation Act Rules of Construction Apply
2 SHARES
2.1 Member entitled to Certificate
2.2 Replacement of Lost or Defaced Certificate
2.3 Execution of Certificates
2.4 Recognition of Trusts
3 ISSUE OF SHARES
3.1 Directors Authorized
3.2 Conditions of A11otment
3.3 Commissions and Brokerage
3.4 Conditions of Issue
4 SHARE REGISTERS
4.1 Registers of Member, Transfers and Allotments
4.2 Branch Registers of Members
4.3 No Closing of Register of Member
5 TRANSFER AND TRANSMISSION OF SHARES
5.1 Transfer of Shares
5.1 Execution of Instrument of Transfer
5.3 Enquiry as to Title not Required
5.4 Submission of Instruments of Transfer
5.5 Transfer Fee
5.6 Personal Representative Recognized on Death
5.7 Death or Bankruptcy
5.8 Persons in Representative Capacity
II
PART ARTICLE SUBJECT
---- ------- -------
6 ALTERATION OF CAPITAL
6.1 Increase of Authorized Capital
6.2 Other Capital Alterations
6.3 Creation, Variation and Abrogation of Special Rights
and Restrictions
6.4 Consent of Class Required
6.5 Special Rights of Conversion
6.6 Class Meetings of Members
7 PURCHASE AND REDEMPTION OF SHARES
7.1 Company Authorized to Purchase or Redeem its Shares
7.2 & 7.3 Redemption of Shares
8 BORROWING POWERS
8.1 Powers of Directors
8.2 Special Rights Attached to and Negotiability of Debt
Obligations
8.3 Register of Debenture holders
8.4 Execution of Debt Obligations
8.5 Register of Indebtedness
9 GENERAL MEETINGS
9.1 Annual General Meetings
9.2 Waiver of Annual General Meetings
9.3 Classification of General Heatings
9.4 Calling of Meetings
9.5 Advance Notice for Election of Directors
9.6 Notice for General Meeting
9.7 Waiver or Reduction of Notice
9.8 Notice of Special Business at General Meeting
10 PROCEEDINGS AT GENERAL MEETINGS
10.1 Special Business
10.2 Requirement of Quorum
10.3 Quorum
10.4 Lack of Quorum
10.5 Chairman
10.6 Alternate Chairman
10.7 Adjournments
10.8 Resolutions Need Not Be Seconded
III
PART ARTICLE SUBJECT
---- ------- -------
10 PROCEEDINGS AT GENERAL MEETINGS Continued
10.9 Decisions by Show of Hands or Poll
10.10 Casting Vote
10.11 Manner of Taking Poll
10.12 Retention of Ballots Cast on a Poll
10.13 Casting of Votes
10.14 Ordinary Resolution Sufficient
11 VOTES OF MEMBERS
11.1 Number of Votes Per Share of Member
11.2 Votes of Persons in Representative Capacity
11.3 Representative of a Corporate Member
11.4 Votes by Joint Holders
11.5 Votes by Committee for a Member
11.6 Appointment of Proxyholders
11.7 Execution of Form of Proxy
11.8 Deposit of Proxy
11.9 Form of Proxy
11.10 Validity of Proxy Vote
11.11 Revocation of Proxy
12 DIRECTORS
12.1 Number of Directors
12.2 Remuneration and Expenses of Directors
12.3 Qualification of Directors
13 ELECTION AND REMOVAL OF DIRECTORS
13.1 Election at Annual General Meetings
13.2 Eligibility of Retiring Director
13.3 Continuance of Directors
13.4 Election of Less than Required Number of Directors
13.5 Filling & Casual Vacancy
13.6 Additional Directors
13.7 Alternate Directors
13.8 Termination of Directorship
13.9 Removal of Directors
14 POWER AND DUTIES OF DIRECTORS
14.1 Management of Affairs and Business
14.2 Appointment of Attorney
IV
PART ARTICLE SUBJECT
---- ------- -------
15 DISCLOSURE OF INTEREST OF DIRECTORS
15.1 Disclosure of Conflicting Interest
l5.2 Voting and Quorum Re: Proposed Contract
15.3 Director May Hold Office or Place of Profit with
Company
l5.4 Director Acting in Professional Capacity
15.5 Director Receiving Remuneration from Other Interests
16 PROCEEDINGS OF DIRECTORS
16.1 Chairman and Alternate
16.2 Meetings - Procedure
16.3 Meetings by Conference Telephone
16.4 Notice of Meeting
16.5 Waiver of Notice of Meetings
16.6 Quorum
16.7 Continuing Directors May Act During Vacancy
16.8 Validity of Acts of Directors
16.9 Resolution in Writing Effective
17 EXECUTIVE AND OTHER COMMITTEES
17.1 Appointment of Executive Committee
17.2 Appointment of Committees
17.3 Procedure at Meetings
18 OFFICERS
18.1 President and Secretary Required
18.2 Persons Holding More Than One Office and Remuneration
18.3 Disclosure of Conflicting Interest
19 INDEMNITY AND PROTECTION OF DIRECTORS, OFFICERS AND EMPLOYEES
19.1 Indemnification of Directors
19.2 Indemnification of Officers, Employees, Agents
19.3 Indemnification not validated by non-compliance
19.4 Company May Purchase Insurance
V
PART ARTICLE SUBJECT
---- ------- -------
20 DIVIDENDS AND RESERVES
20.1 Declaration of Dividends
20.2 Declared Dividend Date
20.3 Proportionate to Number of Shares Held
20.4 Reserves
20.5 Receipts from Joint Holders
20.6 No Interest on Dividends
20.7 Payment of Dividends
20.8 Capitalization of Undistributed Surplus
21 DOCUMENTS, RECORDS AND REPORTS
21.1 Documents to be Kept
21.2 Accounts to be Kept
21.3 Inspection of Accounts
21.4 & 21.5 Financial Statements and Reports
22 NOTICES
22.1 Method of Giving Notice
22.2 Notice to Joint Holder
22.3 Notice to Personal Representative
22.4 Persons to Receive Notice
23 RECORD DATES
23.1 Record Date
23.2 No Closure of Register of Members
24 SEAL
24.1 Affixation of Seal to Documents
24.2 Mechanical Reproduction of Signatures
24.3 Official Seal for Other Jurisdictions
25 PROHIBITIONS
25.1 Number of Members
25.2 No Securities to be offered to the Public
25.3 Restrictions on Transfers of Shares
26 RESTRICTIONS ON SHARE TRANSFERS
26.1 Offer to other Members
VI
PART ARTICLE SUBJECT
---- ------- -------
26 RESTRICTIONS ON SHARE TRANSFERS Continued
26.2 Directors may decline to Register Transfers
27 SPECIAL RIGHTS AND RESTRICTIONS
27.1 - 27.5 Rights, Powers, Privileges, Restrictions and Limitations
attached to Respective Shares
PROVINCE OF BRITISH COLUMBIA
COMPANY ACT
ARTICLES OF
CAN - AM INTERNATIONAL INVESTMENTS CORP.
PART 1
INTERPRETATION
--------------
1.1 In these Articles, unless there is something in the subject or context
inconsistent therewith:
"Board" and "the Directors" or "the directors" mean the Directors or sole
Director of the Company for the time being.
"Company Act" means the Company Act, R.S.B.C. 1979, C. 59, as from time to
time enacted, and all amendments thereto, and includes the regulations made
pursuant thereto.
"seal" means the common seal of the Company.
"month" means calendar month.
"registered owner" or "registered holder" when used with respect to a share
in the authorized capital of the Company means the person registered in the
Register of Members in respect of such share.
Expression referring to writing shall be construed as including references
to printing, lithography, typewriting, photography and other modes of
representing or reproducing words in a visible form.
Words importing the singular include the plural and vice versa; and words
importing male persons include female persons; and words importing persons shall
include corporations.
1.2 The meaning of any words or phrases defined in the Company shall, if not
inconsistent with the subject or context, bear the same meaning in these
Articles.
1.3 The Rules of Construction contained in the Interpretation Act shall apply,
mutatis mutandis, to the interpretation of these Articles.
PART 2
SHARES AND SHARE CERTIFICATES
-----------------------------
2.1 Every Member is entitled, without charge, to one certificate representing
the share or shares of each class held by him, provided that, in respect of a
share or shares held jointly by several persons, the Company shall not be bound
to issue more than one certificate, and delivery of a certificate for a share to
one of several joint registered
-2-
shareholders or to his duly authorized agent shall be sufficient delivery to
all; and provided owner that the Company shall not be bound to issue
certificates representing redeemable shares, if such shares are to be redeemed
within one month of the date on which they were allotted. Any share certificate
may be sent through the mail by registered prepaid mail to the Member entitled
thereto, and neither the Company nor any transfer agent shall be liable nor any
loss occasioned to the Member owing to any such share certificate so sent being
lost in the mail or stolen.
2.2 If a share certificate:
a. is worn out or defaced, the Directors shall, upon production to them of
the said certificate and upon such other terms, if any, as they may think
fit, order the said certificate to be cancelled and shall issue a new
certificate in lieu thereof;
b. is lost, stolen or destroyed, then, upon proof thereof to the
satisfaction of the Directors and upon such indemnity, if any, as the
Directors deem adequate being given a new share certificate in lieu thereof
shall be issued to the person entitled to such lost, stolen or destroyed
certificate; or
c. represents more than one share and the registered owner thereof
surrenders it to the Company with a written request that the Company issue
in his name two or more certificates each representing a specified number
of shares and in the aggregate representing the same number of shares as
the certificate so surrendered, the Company shall cancel the certificate so
surrendered and issue in lieu thereof certificates in accordance with such
request,
such sum, not exceeding one dollar, as the Directors may from time to time fix,
shall be paid to the Company for each certificate to be issued under this
Article.
2.3 Every share certificate shall be signed manually by at least one Officer or
Director of the Company, or by or on behalf of a registrar, branch registrar,
transfer agent or branch transfer agent of the Company and any additional
signatures may be printed or otherwise mechanically reproduced and, in such
event, a certificate so signed is as valid as if signed manually,
notwithstanding that any person whose signature is so printed or mechanically
reproduced shall have ceased to hold the office that he is stated on such
certificate to hold at the date of the issue of a share certificate.
2.4 Except as required by law, statute or these Articles, no person shall be
recognized by the Company as holding any share upon any trust, and the Company
shall not be bound by or compelled in any way to recognize (even when having
notice thereof) any equitable, contingent, future or partial interest in any
share or in any fractional part of a share or (except only as by law, statute or
these Articles provided or as ordered by a court of competent jurisdiction) any
other rights in respect of any share except an absolute right to the entirety
thereof in its registered holder.
PART 3
ISSUE OF SHARES
---------------
3.1 Subject to Article 3.2 and to any direction to the contrary contained in a
resolution passed at a General Meeting authorizing any increase or alteration of
capital, the
-3-
shares shall be under the control of the Directors who may, subject to the
rights of the owners of the shares of the Company for the time being issued,
issue, allot, sell or otherwise dispose of, and/or grant options on or otherwise
deal in, shares authorized but not outstanding at such times, to such persons
(including Directors), in such manner, upon such terms and conditions, and at
such price for such consideration, as they, in their absolute discretion, may
determine.
3.2 If the Company is, or becomes, a company which is not a reporting company
and the Directors are required by the Company Act before allotting any shares to
offer them pro rata to the Members, the Directors shall, before allotting any
shares, comply with the applicable provisions of the Company Act.
3.3 Subject to the provisions of the Company Act, the Company, or the Directors
on behalf of the Company, may pay a commission or allow a discount to any person
in consideration of his subscribing or agreeing to subscribe, whether absolutely
or conditionally, for any shares in the Company, or procuring or agreeing to
procure subscriptions, whether absolutely or conditionally, for any such shares,
provided that, if the Company is not a specially limited company, the rate of
the commission and discount shall not in the aggregate exceed 25 per centum of
the amount of the subscription price of such shares.
3.4 No share may be issued until it is fully paid and the Company shall have
received the full consideration therefore in cash, property or past services
actually performed for the Company. The value of property or services for the
purpose of this Article shall be the value determined by the Directors by
Resolution to be, in all circumstances of the transaction, the fair market value
thereof.
PART 4
SHARE REGISTERS
---------------
4.1 The Company shall keep or cause to be kept a register of Members, a
register of transfers and a register of allotments within British Columbia, all
as required by the Company Act, and may combine one or more of such registers.
If the Company's capital shall consist of more than one class of shares, a
separate register of Members, register of transfers and register of allotments
may be kept in respect of each class of shares. The Directors on behalf of the
Company may appoint a trust company to keep the register of Members, register of
transfers and register of allotments or, if there is more than one class of
shares, the Directors may appoint a trust company, which need not be the same
trust company, to keep the register of Members, the register of transfers and
the register of allotments for each class of share. The Directors on behalf of
the Company may also appoint one or more trust companies, including the trust
company which keeps the said registers of its shares or of a class thereof, as
transfer agent for its shares or such class thereof, as the case may be, and the
same or another trust company or companies as registrar for its shares or such
class thereof, as the case may be. The Directors may terminate the appointment
of any such class thereof, as the case may be. The Directors may terminate the
appointment of any such trust company at any time and may appoint another trust
company in its place.
4.2 Unless prohibited by the Company Act, the Company may keep or cause to be
kept one or more branch registers of Members at such place or places as the
Directors may from time to time determine.
-4-
The Company shall not at any time close its register of Members.
PART 5
TRANSFER AND TRANSMISSION OF SHARES
-----------------------------------
5.1 Subject to the provisions of the Memorandum and of these Articles that may
be applicable, any Member may transfer any of his shares by instrument in
writing executed by or on behalf of such Member and delivered to the Company or
its transfer agent. The instrument of transfer of any share of the Company shall
be in the form, if any, on the back of the Company's share certificates or in
such form as the Directors may from time to time approve. Except to the extent
that the Company Act may otherwise provide, the transferor shall be deemed to
remain the holder of the shares until the name of the transferee is entered in
the register of Members or a branch register of Members in respect thereof.
5.2 The signature of the registered owner of any shares, or of his duly
authorized Attorney, upon an authorized instrument of transfer shall constitute
a complete and sufficient authority to the Company, its Directors, Officers and
agents to register, in the name of the transferee as named in the instrument of
transfer, the number of shares specified therein or, if no number is specified,
all the shares of the registered owner represented by share certificate
deposited with the instrument of transfer. If no transferee is named in the
instrument of transfer, th e instrument of transfer shall constitute a complete
and sufficient authority to the Company, its Directors, Officers and agents to
register, in the name of the person on whose behalf any certificate for the
shares to be transferred is deposited with the Company for the purpose of having
the transfer registered, the number of shares specified in the instrument of
transfer or, if no number is specified, all the shares represented by all share
certificates deposited with the instrument of transfer.
5.3 Neither the Company nor any Director, Officer or agent thereof shall be
bound to inquire into the title of the person named in the form of transfer as
transferee, or, if no person is named therein as transferee, of the person on
whose behalf the certificate is deposited with the Company for the purpose of
having the transfer registered or be liable to any claim by such registered
owner or by any intermediate owner or holder of the certificate or of any of the
shares represented thereby or any interest therein for registering the transfer,
and the transfer, when registered, shall confer upon the person in whose name
the shares have been registered a valid title to such shares.
5.4 Every instrument of transfer shall be executed by the transferor and left at
the registered office of the Company or at the office of its transfer agent or
registrar for registration together with the share certificate for the shares to
be transferred and such other evidence, if any, as the Directors or the transfer
agent or registrar may require to prove the title of the transferor or his right
to transfer the shares and the right of the transferee to have the transfer
registered. All instruments of transfer where the transfer is registered shall
be retained by the Company or its transfer agent or registrar and any instrument
of transfer, where the transfer is not registered, shall be returned to the
person depositing the same together with the share certificate which accompanied
the same when tendered for registration.
5.5 There shall be paid to the Company in respect of the registration of any
transfer such sum, if any, as the Directors may from time to time determine.
5.6 In the case of the death of a Member, the survivor or survivors where the
-5-
deceased was a joint registered holder, and the legal personal representative of
the deceased owner he was the sole holder, shall be the only persons recognized
by the Company as having any title to his interest in the shares. Before
recognizing any legal personal representative the Directors may require him to
obtain a grant of probate or letters of administration in British Columbia.
5.7 Upon the death or bankruptcy of a Member, his personal representative or
trustee in bankruptcy, although not a Member, shall have the same rights,
privileges and obligations that attach to the shares formerly held by the
deceased or bankrupt Member if the documents required by the Company Act shall
have been deposited at the Company's registered office.
5.8 Any person becoming entitled to a share in consequence of the death or
bankruptcy of a Member, upon such documents and evidence being produced to the
Company as the Company Act requires, or who becomes entitled to a share as a
result of an order of a Court of competent jurisdiction or a statute, has the
right either to be registered as a Member in his representative capacity in
respect of such share, or, if he is a personal representative, instead of being
registered himself, to make such transfer of the share as the deceased or
bankrupt person could have made; but the Directors shall, as regards a transfer
by a personal representative or trustee in bankruptcy, have the same right, if
any, to decline or suspend registration of a transferee as they would have in
the case of a transfer of a share by the deceased or bankrupt person before the
death or bankruptcy.
PART 6
ALTERATION OF CAPITAL
---------------------
6.1 The Company may by Ordinary Resolution filed with the Registrar amend its
Memorandum to increase the authorized capital of the Company by:
a. creating shares with par value or shares without par value, or both;
b. increasing the number of shares with par value or shares without par
value, or both; or
c. increasing the par value of a class of shares with par value, if no
shares of that class are issued.
6.2 The Company may by Special Resolution alter its Memorandum to subdivide,
consolidate, change from shares with pare value to shares without par value, or
from shares without par value to shares with par value, or change the
designation of, all or any of its shares but only to such extent, in such manner
and with such consents of Members holding a class of shares which is the subject
of or affected by such alteration, as the Company Act provides.
6.3 The Company may alter its Memorandum or these Articles:
a. by Special Resolution, to create, define and attach special rights or
restrictions to any shares; and
b. by Special Resolution and by otherwise complying with any applicable
provision of its Memorandum or these Articles, to vary or abrogate any
special rights and restrictions attached to any shares,
-6-
in each case by filing a certified copy of such Resolution with the
Registrar but no right or special right attached to any issued shares
shall be prejudiced or interferred with unless all Members holding
shares of each class whose right or special right is so prejudiced or
interferred with consent thereto in writing, or unless a Resolution
consenting thereto is passed at a separate class Meeting of the holders
of the shares of each such class by a majority of three-fourths, or
such greater majority as may be specified by the special rights
attached to the class of shares, of the issued shares of such class.
6.4 Notwithstanding such consent in writing or such Resolution, no such
alteration shall be valid as to any part of the issued shares of any class
unless the holders of the rest of the issued shares of such class either all
consent thereto in writing or consent thereto by a Resolution passed by the
votes of Members holding three-fourths of the rest of such shares.
6.5 If the Company is or becomes a reporting company, no Resolution to create,
vary or abrogate any special right of conversion attaching to any class of
shares shall be submitted to any Meeting of Members unless, if so required by
the Company Act, the British Columbia Securities Commission shall have consented
to the Resolution.
6.6 Unless these Articles otherwise provide, the provisions of these Articles
relating to General Meetings shall apply, with the necessary changes and so far
as they are applicable, to a class Meeting of Members holding a particular class
of shares but the quorum at a class Meeting shall be one person holding or
representing by proxy one-third of the shares affected.
PART 7
PURCHASE AND REDEMPTION OF SHARES
---------------------------------
7.1 Subject to the special rights and restrictions attached to any class of
shares, the Company may, by a Resolution of the Directors and in compliance with
the Company Act, purchase any of its shares at the price and upon the terms
specified in such Resolution or redeem any class of its shares in accordance
with the special rights and restrictions attaching thereto.
No such purchase or redemption shall be made if the Company is insolvent at
the time of the proposed purchase or redemption or if the proposed purchase or
redemption would render the Company insolvent. Unless the shares are to be
purchased through a stock exchange or the Company is purchasing the shares from
dissenting Members pursuant to the requirement of the Company Act, the Company
shall make its offer to purchase pro rata to every Member who holds shares of
the class or kind, as the case may be, to be purchased.
7.2 If the Company proposes at its option to redeem some but not all of the
shares of any class, the Directors may, subject to the special rights and
restrictions attached to such class of shares, decide the manner in which the
shares to be redeemed shall be selected.
7.3 Subject to the provisions of the Company Act, any shares purchased or
redeemed by the Company may be sold or issued by it, but, while such shares are
held by the Company, it shall not exercise any vote in respect of these shares
and no dividend shall be paid thereon.
-7-
PART 8
BORROWING POWERS
----------------
8.1 The Directors may from time to time on behalf of the Company:
a. borrow money in such manner and amount, on such security, from such
sources and upon such terms and conditions as they think fit;
b. issue bonds, debentures, and other debt obligations either outright or
as security for any liability or obligation of the Company or any other
person; and
c. mortgage, charge, whether by way of specific or floating charge, or
give other security on the undertaking, or on the whole or any part of
the property and assets, of the Company (both present and future).
8.2 Any bonds, debentures or other debt obligations of the Company may be
issued at a discount, premium or otherwise, and with any special privileges as
to redemption, surrender, drawing, allotment of or conversion into or exchange
for shares or other securities, attending and voting at General Meetings of the
Company, appointment of Directors or otherwise and may by their terms be
assignable free from any equities between the Company and the person to whom
they were issued or any subsequent holder thereof, all as the Directors may
determine.
8.3 The Company shall keep or cause to be kept within the Province of British
Columbia in accordance with the Company Act a register of its debentures and a
register of debentureholders, which registers may be combined, and, subject to
the provisions of the Company Act, may keep or cause to be kept one or more
branch registers of its debentureholders at such place or places as the
Directors may from time to time determine and the Directors may be Resolution,
regulation or otherwise make such provisions as they think fit respecting the
keeping of such branch registers.
8.4 Every bond, debenture or other debt obligation of the Company shall be
signed manually by at least one Director or Officer of the Company or by or on
behalf of a trustee, registrar, branch registrar, transfer agent or branch
transfer agent for the bond, debenture or other debt obligation appointed by the
Company or under any instrument under which the bond, debenture or other debt
obligation is issued and any additional signatures may be printed or otherwise
mechanically reproduced thereon and, in such event, a bond, debenture or other
debt obligation so signed is as valid as if signed manually notwithstanding that
any person whose signature is so printed or mechanically reproduced shall have
ceased to hold the office that he is stated on such bond, debenture or other
debt obligation to hold at the date of the issue thereof.
8.5 The Company shall keep or cause to be kept a register of its indebtedness
to every Director or Officer of the Company or an associate of any them in
accordance with the provisions of the Company Act.
PART 9
GENERAL MEETINGS
----------------
9.1 Subject to any extensions of time permitted pursuant to the Company Act,
the
-8-
First Annual General Meeting of the Company shall be held within fifteen months
from the date of incorporation and thereafter an Annual General Meeting shall be
held once in every calendar year at such time (not being more than thirteen (13)
months after the holding of the last preceding Annual General Meeting) and place
as may be determined by the Directors.
9.2 If the Company is, or becomes, a company which is not reporting Company and
all the Members entitled to attend and vote at and Annual General Meeting
consent in writing to all the business which is required or desired to be
transacted at the Meeting, the Meeting need not be held.
9.3 All General Meetings other than Annual General Meetings are herein referred
to as and may be called "Extraordinary General Meetings".
9.4 The Directors may, whenever they think fit, convene an Extraordinary
General Meeting. An Extraordinary General Meeting, if requisitioned in
accordance with the Company Act, shall be convened by the Directors or, if not
convened by the Directors, may be convened by the Requisitionists as provided in
the Company Act.
9.5 If the Company is or becomes a reporting Company, advance notice of any
General Meeting at which Directors are to be elected shall be published in the
manner required by the Company Act.
9.6 A notice convening a General Meeting specifying the place, the day, and the
hour of the Meeting, and, in case of special business, the general nature of
that business, shall be given as provided in the Company Act and in the manner
hereinafter in these Articles conditioned, or in such other manner (if any) as
may be prescribed by Ordinary Resolution, whether previous notice thereof has
been given or not, to such persons as are entitled by law or under these
Articles to receive such notice from the Company. Accidental omission to give
notice of a Meeting to, or the non-receipt of notice of a Meeting, by any Member
shall not invalidate the proceedings at that Meeting.
9.7 All the Members of the Company entitled to attend and vote at a General
Meeting may, by unanimous consent in writing given before, during or after the
Meeting, or if they are present at the Meeting by a unanimous vote, waive or
reduce the period of notice of such Meeting and an entry in the Minute Book of
such waiver or reduction shall be sufficient evidence of the due convening of
the Meeting.
9.8 Except as otherwise provided by the Company Act, where any special business
at a General Meeting includes considering, approving, ratifying, adopting or
authorizing any document or the execution thereof or the giving of effect
thereto, the notice convening the Meeting shall, with respect to such document,
be sufficient if it states that a copy of the document or proposed document is
or will be available for inspection by Members at the registered office or
records office of the Company or at some other place in British Columbia
designated in the notice during usual business hours up to the date of such
General Meeting.
PART 10
PROCEEDINGS AT GENERAL MEETINGS
-------------------------------
10.1 All business shall be deemed special business which is transacted at:
a. an Extraordinary General Meeting, other than the conduct of, and voting
at, such
-9-
Meeting; and
b. an Annual General Meeting, with the exception of the conduct of, and
voting at, such Meeting, the consideration of the financial statement
and of the respective reports of the Directors and Auditor, fixing or
changing the number of Directors, approval of a motion to elect two or
more Directors by a single Resolution, the election of Directors, the
appointment of the Auditor, the fixing of the remuneration of the
Auditor and such other business as by these Articles or the Company Act
may be transacted at a General Meeting without prior notice thereof
being given to the Members or any business which is brought under
consideration by the report of the Directors.
10.2 No business, other than election of the chairman or the adjournment of the
Meeting, shall be transacted at any General Meeting unless a quorum of Members,
entitled to attend and vote, is present at the commencement of the Meeting, but
the quorum need not be present throughout the Meeting.
10.3 Save as herein otherwise provided, a quorum shall be two persons present
and being, or representing by proxy, Members holding not less than one-twentieth
of the shares which may be voted at the Meeting. If there is only one Member the
quorum is one person present and being, or representing by proxy, such Member.
The Directors, the Secretary, or, in his absence, and Assistant Secretary, and
the solicitor of the Company shall be entitled to attend any General Meeting but
no such person shall be counted in the quorum or be entitled to vote at any
General Meeting unless he shall be a Member or proxyholder entitled to vote
thereat.
10.4 If within half an hour from the time appointed for a General Meeting a
quorum is not present, the Meeting, if convened upon the requisition of Members,
shall be dissolved. In any other case it shall stand adjourned to the same day
in the next week, at the same time and place, and, if at the adjourned Meeting a
quorum is not present within half an hour from the time appointed for the
Meeting, the person or persons present and being, or representing by proxy, a
Member or Members entitled to attend and vote at the Meeting shall be a quorum.
10.5 The chairman of the Board, if any, or in his absence the President of the
Company or in his absence a Vice-President of the Company, if any, shall be
entitled to preside as chairman at every General Meeting of the Company.
10.6 If at any General Meeting neither the Chairman of the Board nor the
President nor a Vice-President is present within fifteen minutes after the time
appointed for holding the Meeting or is willing to act as Chairman, the
Directors present shall choose one of their number to be Chairman or if all the
Directors present decline to take the chair or shall fail to so choose or if no
Director be present, the Members present shall choose one of their number to be
Chairman.
10.7 The Chairman may and shall, if so directed by the Meeting, adjourn the
Meeting from time to time and from place to place, but no business shall be
transacted at any adjourned Meeting other than the business left unfinished at
the Meeting from which the adjournment took place. When a Meeting is adjourned
for thirty days or more, notice, but not "advance notice," of the adjourned
Meeting shall be given as in the case of an original Meeting. Save as aforesaid,
it shall not be necessary to give any notice of an adjourned Meeting or of the
business to be transacted at an adjourned Meeting.
-10-
10.8 No motion proposed at a General Meeting need be seconded and the Chairman
may propose or second a motion.
10.9 Subject to the provisions of the Company Act, at any General Meeting a
Resolution put to the vote of the Meeting shall be decided on a show of hands,
unless (before or on the declaration of the result of the show of hands) a poll
is directed by the Chairman or demanded by at lease one Member entitled to vote
who is present in person or by proxy. The Chairman shall declare to the Meeting
the decision on every question in accordance with the result of the show of
hands or the poll, and such decision shall be entered in the book of proceedings
of the Company. A declaration by the Chairman that a Resolution has been
carried, or carried unanimously, or by a particular majority, or lost or not
carried by a particular majority and an entry to that effect in the book of the
proceedings of the Company shall be conclusive evidence of the fact, without
proof of the number or proportion of the votes recorded in favour of, or
against, that Resolution.
10.10 In the case of an equality of votes, whether on a show of hands or on a
poll, the Chairman of the Meeting at which the show of hands takes place or at
which the poll is demanded shall not be entitled to a second or casting vote.
10.11 No poll may be demanded on the election of a Chairman. A poll demanded on
a question of adjournment shall be taken forthwith. A poll demanded on any other
question shall be taken as soon as, in the opinion of the Chairman, is
reasonably convenient, but in no event later than seven days after the Meeting
and at such time and place and in such manner as the Chairman of the Meeting
directs. The result of the poll shall be deemed to be the Resolution of and
passed at the Meeting at which the poll was demanded. Any business other than
that upon which the poll has been demanded may be proceeded with pending the
taking of the poll. A demand for a poll may be withdrawn. In any dispute as to
the admission or rejection of a vote the decision of the Chairman made in good
faith shall be final and conclusive.
10.12 Every ballot cast upon a poll and every proxy appointing a proxyholder who
casts a ballot upon a poll shall be retained by the Secretary for such period
and be subject to such inspection as the Company Act may provide.
10.13 On a poll a person entitled to cast more than one vote need not, if he
votes, use all his votes or cast all the votes he uses in the same way.
10.14 Unless the Company Act, the Memorandum or these Articles otherwise provide
any action to be taken by a Resolution of the Members may be taken by an
Ordinary Resolution.
PART 11
VOTES OF MEMBERS
----------------
11.1 Subject to any special voting rights or restrictions attached to any class
of shares and the restrictions on joint registered holders of shares, on a show
of hands every Member who is present in person and entitled to vote thereat
shall have one vote and on a poll every Member shall have one vote for each
share of which he is the registered holder and may exercise such vote either in
person or by proxyholder.
11.2 Any person who is not registered as a Member but is entitled to vote at any
General Meeting in respect of a share, may vote the share in the same manner as
if he were a Member; but, unless the Directors have previously admitted his
right to vote at that
- 11 -
[??????]ing in respect of the share, he shall satisfy the Directors of his right
to vote the share before the time for holding the Meeting, or adjourned meeting,
as the case may be, at which he proposes to vote.
11.3 Any corporation not being a subsidiary which is a Member of the Company may
by resolution of its Directors or other governing body authorize such person as
it thinks fit to act as its representative at any General Meeting or class
Meeting. The person so authorized shall be entitled to exercise in respect of
and at such Meeting the same powers on behalf of the corporation which he
represents as that corporation could exercise if it were an individual Member of
the Company personally present, including, without limitation, the right, unless
restricted by such Resolution, to appoint a proxyholder to represent such
corporation, and shall be counted for the purpose of forming a quorum if present
at the Meeting. Evidence of the appointment of any such representative may be
sent to the Company by written instrument, telegram, telex or any method of
transmitting legibly recorded messages. Notwithstanding the foregoing, a
corporation being a Member may appoint a proxyholder.
11.4 In the case of joint registered holders of a share the vote of the senior
who exercises a vote, whether in person or by proxyholder, shall be accepted to
the exclusion of the votes of the other joint registered holders; and for this
purpose seniority shall be determined by the order in which the names stand in
the register of Members. Several legal personal representatives of a deceased
Member whose shares are registered in his sole name shall for the purpose of
this Article be deemed joint registered holders.
11.5 A Member of unsound mind entitled to attend and vote, in respect of whom an
order has been made by any court having jurisdiction, may vote, whether on a
show of hands or on a poll, by his committee, curator bonis, or other person in
the nature of a committee or curator bonis appointed by that court, and any such
committee, curator bonis, or other person may appoint a proxyholder.
11.6 A Member holding more than one share in respect of which he is entitled to
vote shall be entitled to appoint one or more (but not more than five)
proxyholders to attend, act and vote for him on the same occasion. If such a
Member should appoint more than one proxyholder for the same occasion he shall
specify the number of shares each proxyholder shall be entitled to vote. A
Member may also appoint one or more alternate proxyholders to act in the place
and stead of an absent proxyholder.
11.7 A form of proxy shall be in writing under the hand of the appointor or of
his Attorney duly authorized in writing, or, if the appointor is a corporation,
either under the seal of the corporation or under the hand of a duly authorized
Officer or Attorney. A proxyholder need not be a Member of the Company if:
a. the Company is, at the time, a reporting Company; or
b. the Member appointing the proxyholder is a
corporation; or
c. the Company shall have at the time only one Member;
or
d. the persons present in person or by proxy and
entitled to vote at the Meeting by Resolution permit
the proxyholder to attend and vote; for the purpose
of such Resolution the proxyholder shall be counted
in the quorum but shall not be entitled to vote,
- 12 -
in all other cases a proxyholder must be a Member.
11.8 A form of proxy and the Power of Attorney or other authority, if any, under
which it is signed or a notarially certified copy thereof shall be deposited at
the registered office of the Company or at such other place as is specified for
that purpose in the notice convening the Meeting, not less than 48 hours
(excluding Saturdays, Sundays and holidays) before the time for holding the
Meeting in respect of which the person named in the instrument is appointed. In
addition to any other method of depositing proxies provided for in these
Articles, the Directors may from time to time by Resolution make regulations
relating to the depositing of proxies at any place or places and fixing the time
or times for depositing the proxies not exceeding 48 hours (excluding Saturdays,
Sundays and holidays) preceding the Meeting or adjourned Meeting specified in
the notice calling a Meeting of Members and providing for particulars of such
proxies to be sent to the Company or any agent of the Company in writing or by
letter, telegram, telex or any method of transmitting legibly recorded messages
so as to arrive before the commencement of the Meeting of adjourned Meeting at
the office of the Company or of any agent of the Company appointed for the
purpose of receiving such particulars and providing that proxies so deposited
may be acted upon as though the proxies themselves were deposited as required by
this Part and votes given in accordance with such regulations shall be valid and
shall be counted.
11.9 Unless the Company Act or any other statute or law which is applicable to
the Company or to any class of its shares requires any other form of proxy, a
proxy, whether for a specified Meeting or otherwise, shall be in the form
following, but may also be in any other form that the Directors or the Chairman
of the Meeting shall approve:
The undersigned, being a Member of the above named Company, hereby
appoints________________________, or, failing him, ________________________ , as
Proxyholder for the undersigned to attend, act and vote for and on behalf of the
undersigned at the General Meeting of the Company to be held on the ______ day
of_____, 199_ and at any adjournment thereof.
SIGNED this__________ day of_________, 199_.
Signature of Member_____________________
11.10 A vote given in accordance with the terms of a proxy is valid
notwithstanding the previous death or incapacity of the Member giving the proxy
or the revocation of the proxy or of the authority under which the form of proxy
was executed or the transfer of the share in respect of which the proxy is
given, provided that no notification in writing of such death, incapacity,
revocation or transfer shall have been received at the registered office of the
Company or by the Chairman of the Meeting or adjourned Meeting for which the
proxy was given before the vote is taken.
11.11 Every proxy may be revoked by an instrument in writing:
a. executed by the Member giving the same or by his Attorney
authorized in writing or, where the Member is a corporation, by a
duly authorized Officer or Attorney of the Corporation; and
b. delivered either at the registered office of the Company at any
time up to and
- 13 -
including the last business day preceding the date of the Meeting,
or any adjournment thereof at which the proxy is to be used, or to
the Chairman of the Meeting on the day of the Meeting or any
adjournment thereof before any vote in respect of which the proxy
is to be used shall have been taken,
in any other manner provided by law.
PART 12
DIRECTORS
---------
12.1 The Subscribers to the Memorandum of the Company are the First Directors.
The Directors to succeed the first Directors may be appointed in writing by a
majority of the subscribers to the Memorandum or at a meeting of the
subscribers, or if not so appointed, they shall be elected by the Members
entitled to vote on the election of Directors and the number of Directors shall
be the same as the number of Directors so appointed or elected. The number of
Directors, excluding additional Directors, may be fixed or changed from time to
time by Ordinary Resolution, whether previous notice thereof has been given or
not, but notwithstanding anything contained in these Articles the number of
Directors shall never be less than one or, if the Company is or becomes a
reporting Company, less than three.
12.2 The remuneration of the Directors as such may from time to time be
determined by the Directors or, if the Directors shall so decide, by the
Members. Such remuneration may be in addition to any salary or other
remuneration paid to any Officer or employee of the Company as such who is also
a Director. The Director shall be repaid such reasonable travelling, hotel and
other expenses as they incur in and about the business of the Company and if any
Director shall perform any professional or other services for the Company that
in the opinion of the Directors are outside the ordinary duties of a Director or
shall otherwise be specially occupied in or about the Company's business, he may
be paid a remuneration to be fixed by the Board, or, at the option of such
Director, by the Company in General Meeting, and such remuneration may be either
in addition to, or in substitution for any other remuneration that he may be
entitled to receive. The Directors on behalf of the Company, unless otherwise
determined by Ordinary Resolution, may pay a gratuity or pension or allowance on
retirement to any Director who has held any salaried office or place of profit
with the Company or to his spouse or dependents and may make contributions to
any fund and pay premiums for the purchase or provision of any such gratuity,
pension or allowance.
12.3 A Director shall not be required to hold a share in the capital of the
Company as qualification for his office but shall be qualified as required by
the Company Act, to become or act as a Director.
PART 13
ELECTION AND REMOVAL OF DIRECTORS
---------------------------------
13.1 At each Annual General Meeting of the Company all the Directors shall
retire and The Members entitled to vote thereat shall elect a Board of Directors
consisting of the number of Directors for the time being fixed pursuant to these
Articles. If the Company is, or becomes, a Company that is not a reporting
Company and the business to be transacted at the Annual General Meeting is
consented to in writing by all the Member who are entitled to attend and vote
thereat such Annual General Meeting shall be deemed for the purpose of this part
to have been held on such written consent becoming effective.
- 14 -
13.2 A retiring Director shall be eligible for re-election.
13.3 Where the Company fails to hold an Annual General Meeting in accordance
with the Company Act, the Directors then in office shall be deemed to have been
elected or appointed as Directors on the last day on which the Annual General
Meeting could have been held pursuant to these Articles and they may hold office
until other Directors are appointed or elected or until the day on which the
next Annual General Meeting is held.
13.4 If at any General Meeting at which there should be an election of
Directors, the places of any of the retiring Directors are not filled by such
election, such of the retiring Directors who are not re-elected as may be
requested by the newly-elected Directors shall, if willing to do so, continue in
office to complete the number of Directors for the time being fixed pursuant to
these Articles until further new Directors are elected at a General Meeting
convened for the purpose. If any such election or continuance of Directors does
not result in the election or continuance of the number of Directors for the
time being fixed pursuant to these Articles such number shall be fixed at the
number of Directors actually elected or continued in office.
13.5 Any casual vacancy occurring in the Board of Directors may be filled by the
remaining Directors or Director.
13.6 Between successive Annual General Meetings the Directors shall have power
to appoint one or more additional Directors but not more than one-third of the
number of Directors fixed pursuant to these Articles and in effect at the last
General Meeting at which Directors were elected. Any Director so appointed shall
hold office only until the next following Annual General Meeting of the Company,
but shall be eligible for election at such Meeting and so long as he is an
additional Director the number of Directors shall be increased accordingly.
13.7 Any Director may by instrument in writing delivered to the Company appoint
any person to be his alternate to act in his place at Meetings of the Directors
at which he is not present unless the Directors shall have reasonably
disapproved the appointment of such person as an alternate Director and shall
have given notice to that effect to the Director appointing the alternate
Director within a reasonable time after delivery of such instrument to the
Company. Every such alternate shall be entitle to notice of Meetings of the
Directors and to attend and vote as a Director at a Meeting at which the person
appointing him is not personally present, and, if he is a Director, to have a
separate vote on behalf of the Director he is representing in addition to his
own vote. A Director may at any time by instrument, telegram, telex or any
method of transmitting legibly recorded messages delivered to the Company revoke
the appointment of an alternate appointed by him. The remuneration payable to
such an alternate shall be payable out of the remuneration of the Director
appointing him.
13.8 The office of Director shall be vacated if the Director:
a. resigns his office by notice in writing delivered to the registered
office of the Company; or
b. is convicted of an indictable offence and the other Directors shall
have resolved to remove him; or
c. ceases to be qualified to act as a Director pursuant to the Company
Act.
- 15 -
13.9 The Company may by Special Resolution remove any Director before the
expiration his period of office, and may by an Ordinary Resolution appoint
another person in his stead.
PART 14
POWERS AND DUTIES OF DIRECTORS
------------------------------
14.1 The Directors shall manage, or supervise the management of, the affairs and
business of the Company and shall have the authority to exercise all such powers
of the Company as are not, by the Company Act or by the Memorandum or these
Articles, required to exercised by the Company in General Meeting.
14.2 The Directors may from time to time by Power of Attorney or other inst
rument under the seal, appoint any person to be the Attorney of the Company for
such purposes, and with such powers, authorities and discretions (not exceeding
those vested in or exercisable ????? the Directors under these Articles and
excepting the powers of the Directors relating to the constitution of the Board
and of any of its committees and the appointment or removal of officers and the
power to declare dividends) and for such period, with such remuneration and
subject to such conditions as the Directors may think fit, and any such
appointment may be made in favour of any of the Directors or any of the Members
of the Company or in fayour of any Corporation, or of any of the Members,
Directors, Nominees or Managers of any Corporation, firm or joint venture and
any such Power of Attorney may contain such provisions for the protection or
convenience of persons dealing with such Attorney as the Directors may see fit.
Any such Attorney may be authorized by the Directors to sub-delegate all or any
of the powers, authorities and discretions for the time being vested in him.
PART 15
DISCLOSURE OF INTEREST OF DIRECTORS
-----------------------------------
15.1 A Director who is, in any way, directly or indirectly interested in an
existing or proposed contract of transaction with the Company or who holds any
office or possesses any property whereby, directly or indirectly, a duty or
interest might be created to conflict with his duty or interest as a Director
shall declare the nature and extent of his interest in such contract or
transaction or of the conflict or potential conflict with his duty and interest
as a Director, as the case may be, in accordance with the provisions of the
Company Act.
15.2 A Director shall not vote in respect of any such contract or transaction
with the Company in which he is interested and if he shall do so his vote shall
not be counted, but e shall be counted in the quorum present at the Meeting at
which such vote is taken. subject to the provisions of the Company Act, the
foregoing prohibitions shall not apply to:
a. any such contract or transaction relating to a loan to the Company,
which a Director or a specified corporation or a specified firm in
which he has an interest has guaranteed or joined in guaranteeing the
repayment of the loan or any part of the loan;
b. any contract or transaction made or to be made with, or for the benefit
of a holding Corporation or a subsidiary Corporation of which a
Director is a Director;
- 16 -
c. any contract by a Director to subscribe for or underwrite shares or
debentures to be issued by the Company or a subsidiary of the Company,
or any contract, arrangement or transaction in which a Director is,
directly or indirectly, interested if all the other Directors are also,
directly or indirectly, interested in the contract, arrangement or
transaction;
d. determining the remuneration of the Directors;
e. purchasing and maintaining insurance to cover Directors against
liability incurred by them as Directors; or
vi. the indemnification of any Director by the Company.
These exceptions may from time to time be suspended or amended to any
extent proved by the Company in General Meeting and permitted by the Company
Act, either generally or in respect of any particular contract or transaction or
for any particular period.
15.3 A Director may hold any office or place of profit with the Company (other
than the office of auditor of the Company) in conjunction with his office of
Director for such period and on such terms (as to remuneration or otherwise) as
the Directors may determine and the Director or intended Director shall be
disqualified by his office from contracting with the Company either with regard
to his tenure of any such other office or place of profit or a vendor, purchaser
or otherwise, and, subject to compliance with the provisions of the Company Act,
no contract or transaction entered into by or on behalf of the Company in which
Director is in any way interested shall be liable to be voided by reason
thereof.
15.4 Subject to compliance with the provisions of the Company Act, a Director or
his firm may act in a professional capacity for the Company (except as auditor
of the Company) and he or his firm shall be entitled to remuneration for
professional services as if he were not a Director.
15.5 A Director may be or become a Director or other Officer or employee of, or
otherwise interested in, any Corporation or firm in which the Company may be
interested as a shareholder or otherwise, and, subject to compliance with the
provisions of the Company Act, such Director shall not be accountable to the
Company any remuneration or other benefits received by him as Director, Officer
or employee of, or from his interest in, such other corporation or firm, unless
the Company in General Meeting otherwise directs.
PART 16
PROCEEDINGS OF DIRECTORS
------------------------
16.1 The Chairman of the Board, if any, or in his absence, the President shall
preside as Chairman at every Meeting of the Directors, or if there is no
Chairman of the Board or neither the Chairman of the Board nor the President is
present within fifteen minutes of the time appointed for holding the Meeting or
is willing to act as Chairman, or, if the Chairman of the Board, if any, and the
President have advised the Secretary that they will not be present at the
Meeting, the Directors present shall choose one of their number to be Chairman
of the Meeting.
16.2 The Directors may meet together for the dispatch of business, adjourn and
- 17 -
otherwise regulate their Meetings as they think fit. Questions arising at any
Meeting shall be decided by a majority of votes. In case of an equality of votes
the Chairman shall not have a second or casting vote. Meetings of the Board held
at regular intervals may be held at such place, at such time and upon such
notice (if any) as the Board may, by Resolution from time to time determine.
16.3 A Director may participate in a Meeting of the Board or of any committee of
the Directors by means of conference telephones or other communications
facilities by means of which all Directors participating in the meeting can hear
each other and provided that all such Directors agree to such participation. A
Director participating in a Meeting in accordance with this Article shall be
deemed to be present at the Meeting and to have so agreed and shall be counted
in the quorum therefor and be entitled to speak and vote thereat.
16.4 A Director may, and the Secretary or an Assistant Secretary upon request of
a Director shall, call a Meeting of the Board at any time. Reasonable notice of
such Meeting specifying the place, day and hour of such Meeting shall be given
by mail, postage prepaid, addressed to each of the Directors and alternate
Directors at his address as it appears on the books of the Company or by leaving
it at his usual business or residential address or by telephone, telegram,
telex, or any method of transmitting legibly recorded messages. It shall not be
necessary to give notice of a Meeting of Directors to any Director or alternate
Director:
a. who is at the time not in the Province of British Columbia, or
b. if such Meeting is to be held immediately following a General Meeting
at which such Director shall have been elected or is the Meeting of
Directors at which such Director is appointed.
16.5 Any Director of the Company may file with the Secretary a document executed
by him waiving notice of any past, present or future Meeting or Meetings of the
Directors being, or required to have been, sent to him and may at any time
withdraw such waiver with respect to Meetings held thereafter. After filing such
waiver with respect to future Meetings and until such waiver is withdrawn no
notice need be given to such Director and, unless the Director otherwise
requires in writing to the Secretary, to his alternate Director of any Meeting
or Directors and all Meetings of the Directors so held shall be deemed not to be
improperly called or constituted by reason of notice not having been given to
such Directors or alternate Director.
16.6 The quorum necessary for the transaction of the business of the Directors
may be fixed by the Directors and if not so fixed shall be two Directors or, if
the number of Directors is fixed at one, shall be one Director.
16.7 The continuing Directors may act notwithstanding any vacancy in their body,
but, if and so long as their number is reduced below the number fixed pursuant
to these Articles as the necessary quorum of Directors, the continuing Directors
may act for the purpose of increasing the number of Directors to that number, or
of summoning a General Meeting of the Company, but for no other purpose.
16.8 Subject to the provisions of the Company Act, all acts done by any Meeting
of the Directors or of a committee of Directors, or by any person acting as a
Director, shall, notwithstanding that it be afterwards discovered that there was
some defect in the qualification, election or appointment of any such Directors
or of the Members of such
- l8 -
Committee or person acting as aforesaid, or that they or any of them were
disqualified, be ????? valid as if every such person had been duly elected or
appointed and was qualified to be a Director.
16.9 A Resolution consented to in writing, whether by document, telegram, telex
or any method of transmitting legibly recorded messages or other means, by all
of the Directors shall be as valid and effectual as if it had been passed at a
Meeting of the Directors duly called and held. Such Resolution may be in two or
more counterparts which together shall be deemed to constitute one Resolution in
writing. Such Resolution shall be filed with the minutes of the proceedings of
the Directors and shall be effective on the date stated thereon or on the latest
date stated on any counterpart.
PART 17
EXECUTIVE AND OTHER COMMITTEES
------------------------------
17.1 The Directors may by Resolution appoint an Executive Committee to consist
of such Member or Members of their body as they think fit, which Committee shall
have, and may exercise during the intervals between the Meetings of the Board,
all the powers vested in the Board except the power to fill vacancies in the
Board, the power to change the Membership of, or fill vacancies in, said
Committee or any other Committee of the Board and such other powers, if any, as
may be specified in the Resolution. The said Committee shall keep regular
minutes of its transactions and shall cause them to be recorded in books kept
for that purpose, and shall report the same to the Board of Directors at such
times as the Board of Directors may from time to time require. The Board shall
have the power at any time to revoke or override the authority given to or acts
done by the Executive Committee except as to acts done before such revocation or
overriding and to terminate the appointment or change the Membership of such
Committee and to fill vacancies in it. The Executive Committee may make rules
for the conduct of its business and may appoint such assistants as it may deem
necessary. A majority of the Members of said Committee shall constitute a quorum
thereof.
17.2 The Directors may by Resolution appoint one or more Committees consisting
of such Member or Members of their body as they think fit and may delegate to
any such committee between Meetings of the Board such powers of the Board
(except the power to fill vacancies in the Board and the power to change the
Membership of or fill vacancies in any committee of the Board and the power to
appoint or remove Officers appointed by the Board) subject to such conditions as
may be prescribed in such Resolution, and all committees so appointed shall keep
regular minutes of their transactions and shall cause them to be recorded in
books kept for that purpose, and shall report the same to the Board of Directors
at such times as the Board of Directors may from time to time require. The
Directors shall also have power at any time to revoke or override any authority
given to or acts to be done by any such committees except as to acts done before
such revocation or overriding and to terminate the appointment or change the
Membership of a committee and to fill vacancies in it. Committees may make rules
for the conduct of their business and may appoint such assistants as they may
deem necessary. A majority of the Members of a committee shall constitute a
quorum thereof.
17.3 The Executive Committee and any other committee may meet and adjourn as it
thinks proper. Questions arising at any Meeting shall be determined by a
majority of votes of the Members of the committee present, and in case of an
equality of votes the Chairman shall not make a second or casting vote. A
Resolution approved in writing by all the Members of the Executive Committee or
any other committee shall be as valid and effective as if it had been passed at
a Meeting or such Committee duly called and constituted. Such Resolution may be
- 19 -
two or more counterparts which together shall be deemed to constitute one
Resolution in voting. Such Resolution shall be filed with the minutes of the
proceedings of the committee and shall be effective on the date stated thereon
or on the latest date stated in any counterpart.
PART 18
OFFICERS
--------
18.1 The Directors shall, from time to time, appoint a President, and a
Secretary. and such other Officers, if any, as the Directors shall determine and
the Directors may, at any time terminate any such appointment. No Officer shall
be appointed unless he is qualified in accordance with the provisions of the
Company Act.
18.2 One person may hold more than one of such offices except that the offices
of President and Secretary must be held by different persons unless the Company
has only one Member. Any person appointed as the Chairman of the Board, the
President or the Managing Director shall be a Director. The other Officers need
not be Directors. The remuneration of the Officers of the Company as such and
the terms and conditions of their tenure of office or employment shall from time
to time be determined by the Directors; such remuneration may be by way of
salary, fees, wages, commission or participation in profits or any other means
or all of these modes and an Officer may in addition to such remuneration be
entitled to receive after he ceases to hold such office or leaves the employment
of the Company a pension or gratuity. The Directors may decide what functions
and duties each Officer shall perform and may entrust to and confer upon him any
of the powers exercisable by them upon such terms and conditions and with such
restrictions as they think fit and may from time to time revoke, withdraw, alter
or vary all or any of such functions, duties and powers. The Secretary shall,
inter alia, perform the functions of the Secretary specified in the Company Act.
18.3 Every Officer of the Company who holds any office or possesses any property
whereby, whether directly or indirectly, duties or interests might be created in
conflict with his duties or interests as an Officer of the Company shall, in
writing, disclose to the President the fact and the nature, character and extent
of the conflict.
PART 19
INDEMNITY AND PROTECTION OF DIRECTORS, OFFICERS, AND EMPLOYEES
--------------------------------------------------------------
19.1 Subject to the provisions of the Company Act, the Directors shall cause the
Company to indemnify a Director or former Director of the Company and the
Directors may cause the Company to indemnify a Director or former Director of a
Corporation of which the Company is or was a Shareholder and the heirs and
personal representatives of any such person against all costs, charges and
expenses, including an amount paid to settle an action or satisfy a judgment,
actually and reasonably incurred by him or them including an amount paid to
settle an action or satisfy a judgment in a civil, criminal or administrative
action or proceeding to which he is or they are made a party by reason of his
being or having been a Director Of the Company or a Director of such
Corporation, including any action brought by the Company or any such
corporation. Each Director of the Company on being elected or appointed shall be
deemed to have contracted with the Company on the terms of the foregoing
indemnity.
19.2 Subject to the provisions of the Company Act, the Directors may cause the
Company to indemnify any Officer, employee or agent of the Company or of a
Corporation of which the
- 20 -
Company is or was a Shareholder (notwithstanding that he is also a Director) and
his heirs and personal representatives against all costs, charges and expenses
whatsoever incurred by him or them and resulting from his acting as an Officer,
employee or agent of the Company or such Corporation. In addition the Company
shall indemnify the Secretary or an Assistant Secretary of the Company (if he
shall not be a full time employee of the Company and notwithstanding that he is
also a Director ) and his respective heirs and legal representatives against all
costs, charges and expenses whatsoever incurred by him or them and arising out
of the functions assigned to the Secretary by the Company Act or these Articles
and each such Secretary and Assistant Secretary shall on being appointed be
deemed to have contracted with the Company on the terms of the foregoing
indemnity.
19.3 The failure of a Director or Officer of the Company to comply with the
provisions of the Company Act or of the Memorandum or these Articles shall not
invalidate any indemnity to which he is entitled under this Part.
19.4 The Directors may cause the Company to purchase and maintain insurance for
the benefit of any person who is or was serving as a Director, officer, employee
or agent of the Company or as a Director, Officer, employee or agent of any
Corporation of which the Company is or was a Shareholder and his heirs or
personal representatives against any liability incurred by him as such Director,
Officer, employee or agent.
PART 2O
DIVIDENDS AND RESERVE
---------------------
20.1 The Directors may from time to time declare and authorize payment of such
dividends, if any, as they may deem advisable and need not give notice of such
declaration to any Member. No dividend shall be paid otherwise than out of funds
and/or assets properly available for the payment of dividends and a declaration
by the Directors as to the amount of such funds or assets available for
dividends shall be conclusive. The Company may pay any such dividend wholly or
in part by the distribution of specific assets and in particular by paid up
shares, bonds, debentures or other securities of the Company or any other
Corporation or in any one or more such ways as may be authorized by the Company
of the Directors and where any difficulty arises with regard to such a
distribution the Directors may settle the same as they think expedient, and in
particular may fix the value for distribution of Such specific assets or any
part thereof, and may determine that cash payments in substitution for all or
any part of the specific assets to which any Members are entitled shall be made
to any Members on the basis of the value so fixed in order to adjust the rights
of all parties and may vest any such specific assets in trustees for the persons
entitled to the dividend as may seem expedient to the Directors.
20.2 Any dividend declared on shares of any class by the Directors may be made
payable on such date as is fixed by the Directors.
20.3 Subject to the rights of Members, if any, holding shares with special
rights as to dividends, all dividends on shares of any class shall be declared
and paid according to the number of such shares held.
20.4 The Directors may, before declaring any dividend, set aside out of the
funds properly available for the payment of dividends such sums as they think
proper as a reserve or reserves, which shall, at the discretion of the
Directors, be applicable for Meeting contingencies, or for equalizing dividends,
or for any other purpose to which such funds of
- 21 -
the Company may be properly applied, and pending such application may, at the
like discretion, either be employed in the business of the Company or be
invested in such investments as the Directors may from time to time think fit.
The Directors may also, without placing the same in reserve, carry forward such
funds, which they think prudent not to divide.
20.5 If several persons are registered as joint holders of any share, any one of
them nay give an effective receipt for any dividend, bonuses or other moneys
payable in respect of the share.
20.6 No dividend shall bear interest against the Company. Where the dividend to
which a Member is entitled includes a fraction of a cent, such fraction shall be
disregarded in making payment thereof and such payment shall be deemed to be
payment in full.
20.7 Any dividend, bonuses or other moneys payable in cash in respect of shares
may be paid by cheque or warrant sent through the post directed to the
registered address of the holder, or in the case of joint holders, to the
registered address of that one of the joint holders who is first name on the
register, or to such person and to such address as the holder or joint holders
may direct in writing. Every such cheque or warrant shall be made payable to the
order of the person to whom it is sent. The mailing of such cheque or warrant
shall, to the extent of the sum represented thereby (plus the amount of any tax
required by law to be deducted) discharge all liability for the dividend, unless
such cheque or warrant shall not be paid on presentation or the amount of tax so
deducted shall not be paid to the appropriate taxing authority.
20.8 Notwithstanding anything contained in these Articles the Directors may from
time to time capitalize any undistributed surplus on hand of the Company and may
from time to time issue as fully paid and non-assessable any unissued shares, or
any bonds, debentures or debt obligations of the Company as a dividend
representing such undistributed surplus on hand or any part thereof.
PART 21
DOCUMENTS, RECORDS AND REPORTS
------------------------------
21.1 The Company shall keep at its records office or at such other place as the
Company Act may permit, the documents, copies, registers, minutes, and records
which the Company is required by the Company Act to keep at its records office
or such other place, as the case may be.
21.2 The Company shall cause to be kept proper books of account and accounting
records in respect of all financial and other transactions of the Company in
order properly to record the financial affairs and condition of the Company and
to comply with the Company Act.
21.3 Unless the Directors determine otherwise, or unless otherwise determined by
an Ordinary Resolution, no Member of the Company shall be entitled to inspect
the accounting records of the Company.
21.4 The Directors shall from time to time at the expense of the Company cause
to be prepared and laid before the Company in General Meeting such financial
statements and reports . as are required by the Company Act.
- 22 -
21.5 Every Member shall be entitled to be furnished once gratis on demand with a
copy of the latest annual financial statement of the Company and, if so required
by the Company Act, a copy of each such annual financial statement and interim
financial statement shall be mailed to each Member.
PART 22
NOTICES
-------
22.1 A notice, statement or report may be given or delivered by the Company to
any Member either by delivery to him personally or by sending it by mail to him
to his address as recorded in the register of Members. Where a notice, statement
or report is sent by mail, service or delivery of the notice, statement or
report shall be deemed to be effected by properly addressing, prepaying and
mailing the notice, statement or report and to have been given on the day
(Saturdays, Sundays and holidays excepted) following the date of mailing. A
certificate signed by the Secretary or other Officer of the Company or of any
other Corporation acting in that behalf for the Company that the letter,
envelope or wrapper containing the notice, statement or report was so addressed,
prepaid and mailed shall be conclusive evidence thereof.
22.2 A notice, statement or report may be given or delivered by the Company to
the joint holders of a share by giving the notice to the joint holder first
named in the Register of Members in respect of the share.
22.3 A notice, statement or report may be given or delivered by the Company to
the persons entitled to a share in consequence of the death, bankruptcy or
incapacity of a Member by sending it through the mail prepaid addressed to them
by name or by the title of representatives of the deceased or incapacitated
person or trustee of the bankrupt, or by any like description, at the address
(if any) supplied to the Company for the purpose by the persons claiming to be
so entitled, or (until such address has been so supplied) by giving the notice
in a manner in which the same might have been given if the death, bankruptcy or
incapacity had not occurred.
22.4 Notice of every General Meeting or Meeting of Members holding a class of
shares shall be given in a manner hereinbefore authorized to every Member
holding at the time of the issue of the notice or the date fixed for determining
the Members entitled to such notice, whichever is the earlier, shares which
confer the right to notice of and to attend and vote at any such Meeting. No
other person except the auditor of the Company and the Directors of the Company
shall be entitled to receive notices of any such Meeting.
PART 23
RECORD DATES
------------
23.1 The Directors may fix in advance a date, which shall not be more than the
maximum number of days permitted by the Company Act preceding the date of any
Meeting of Members or any class thereof or of the payment of any dividend or of
the proposed taking of any other proper action requiring the determination of
Members as the record date for the determination of the Member entitled to
notice of, or to attend and vote at, any such Meeting and any adjournment
thereof, or entitled to receive payment of any such dividend or for any other
proper purpose and, in such case, notwithstanding anything elsewhere contained
in these Articles, only Members of record on the date so fixed shall be deemed
to be Members for the
- 23 -
purposes aforesaid.
23.2 Where no record date is so fixed for the determination of Members as
provided in the preceding Article the date on which the notice is mailed or on
which the Resolution declaring the dividend is adopted, as the case may be,
shall be the record date for such determination.
PART 24
SEAL
----
24.1 The Directors may provide a seal for the Company and, if they do so, shall
provide for the safe custody of the seal which shall not be affixed to any
instrument except in the presence of the following persons, namely:
a. any two Directors; or
b. one of the Chairman of the Board, the President, the Managing Director,
a Director and a Vice-President together with one of the Secretary, the
Treasurer, the Secretary-Treasurer, and Assistant Secretary, and
Assistant Treasurer and an Assistant Secretary-Treasurer; or
c. if the Company shall have only one Member, the President or the
Secretary; or
d. such person or persons as the Directors may from time to time by
Resolution appoint;
and the said Directors, Officers, person or persons in whose presence the seal
is so affixed to an instrument shall sign such instrument. For the purpose of
Certifying under seal true copies of any document or Resolution the seal may be
affixed in the presence of any one of the foregoing persons.
24.2 To enable the seal of the Company to be affixed to any bonds, debentures,
share certificates, or other securities of the Company, whether in definitive or
interim form, on which facsimiles of any of the signatures of the Directors or
Officers of the Company are, in accordance with the Company Act and/or these
Articles, printed or otherwise mechanically reproduced there may be delivered to
the firm of Company employed to engrave, lithograph or print such definitive or
interim bonds, debentures, share certificates or other securities one or more
unmounted dies reproducing the Company's seal and the Chairman of the Board, the
President, the Managing Director Or a Vice-President and the Secretary,
Treasurer, Secretary-Treasurer, an Assistant Secretary, an Assistant Treasurer
or an Assistant Secretary-Treasurer may by a document authorize such firm or
Company to cause the Company's seal to be affixed to such definitive or interim
bonds, debentures, share certificates or other securities by the use of such
dies. Bonds, debentures, share certificates or other securities to which the
Company's seal has been so affixed shall for all purposes be deemed to be under
and to bear the Company's seal lawfully affixed thereto.
24.3 The Company may have for use in any other province, state, territory or
country an official seal which shall have on its face the name of the province,
state, territory or country where it is to be used and all of the powers
conferred by the Company Act with respect thereto may be exercised by the
Directors or by a duly authorized agent of the Company.
- 24 -
PART 25
PROHIBITIONS
------------
25.1 The number of Members shall be limited to fifteen.
25.2 No shares or debt obligations issued by the Company shall be offered for
sale to the public.
25.3 No shares shall be transferred without the previous consent of the
Directors expressed by a Resolution of the Board and the Directors shall not be
required to give any reason for refusing to consent to any such proposed
transfer.
PART 26
RESTRICTION ON SHARE TRANSFERS
------------------------------
26.1 No shares in the capital of the Company shall be transferred by any Member,
or the personal representative of any deceased Member or trustee in bankruptcy
of any bankrupt Member, or the liquidator of a Member which is a Corporation,
except under the following conditions:
a. A person (hereinafter referred to as the "Proposing Transferor")
desiring to transfer any share or shares in the Company shall give
notice in writing (hereinafter referred to as the "Transfer Notice") to
the Company that he desires to transfer the same. The Transfer Notice
shall specify the price, which shall be expressed in lawful money of
Canada, and the terms of payment upon which the Proposing Transferor is
prepared to transfer the share or shares and shall constitute the
Company his agent for the sale thereof to any Member or Members of the
Company at the price and upon the terms of payment so specified. The
Transfer Notice shall also state whether or not the Proposing
Transferor has had an offer to purchase the shares or any of them from
or proposes to sell the shares or any of them from, or proposes to sell
the shares or any of them to any particular person or persons who are
not Members and if so the names and addresses of such persons shall
be specified in the Transfer Notice. The Transfer Notice shall
constitute an offer by the Proposing Transferor to the other Members of
the Company holding shares of the class or classes included in the
Transfer Notice and shall not be revocable except with the sanction of
the Directors. If the Transfer Notice pertains to shares of more than
one class then the consideration and terms of payment for each class of
shares shall be stated separately in the Transfer Notice.
b. The Directors shall forthwith upon receipt thereof transmit the
Transfer Notice to each of the Members, other than the Proposing
Transferor, holding shares of the class or classes sen forth in the
Transfer Notice and request the Member to whom the Transfer Notice is
senn to state in writing within 14 days whether he is willing to accept
any, and if so, the maximum number of shares he is willing to accept at
the price and upon the terms specified in the Transfer Notice. A Member
shall only be entitled to purchase shares of the class or classes held
by him.
c. Upon the expiration Of the 14 days notice period referred to in Article
26.1 (b),
- 25 -
if the Directors shall have received from the Members entitled to
receive the transfer notice sufficient acceptances to take up the full
number of shares offered by the Transfer Notice and, if the Transfer
Notice includes shares of more than one class, sufficient acceptances
from the Members of each class to take up the full number of shares of
each class offered by the Transfer Notice, the Directors shall
thereupon apportion shares so offered among the Members so accepting
and so far as may be, pro rata, according to the number of shares held
by each of them respectively, and in the case of more than one class of
shares, then pro rata in respect of each class. If the Directors shall
not have received sufficient acceptances as aforesaid, they may, but
only with the consent of the Proposing Transferor who shall not be
obliged to sell to Members in the aggregate less than the total number
of shares of one or more classes of shares offered by the Transfer
Notice, apportion the shares so offered among the Members so accepting
so far as may be according to the number of shares held by each
respectively but only up to the amount accepted by such Members
respectively. Upon any such apportionment being made the Proposing
Transferor shall be bound upon payment of the price to transfer the
shares to the respective Members to whom the Directors have apportioned
same. If, in any case, the Proposing Transferor, having become so bound
fails in transferring any share, the Company may receive the purchase
money for that share and shall upon receipt cause the name of the
purchasing Member to be entered in the register as the holder of the
shares and cancel the certificate of the share held by the Proposing
Transferor, whether the same shall be produced to the Company or not,
and shall hold such purchase money in trust for the Proposing
Transferor. The receipt of the Company for the purchase money shall be
a good discharge to the purchasing Member and after his name has been
entered in the register the validity of the proceedings shall not be
questioned by any person.
d. In the event that some or all of the shares offered shall not be sold
under the preceding Articles within the 14 day period referred to in
Article 26.1 (b), the Proposing Transferor shall be at liberty for a
period of 90 days after the expiration of that period to transfer such
of the shares so offered as are not sold to any person provided that he
shall not sell them at a price less than that specified in the Transfer
Notice or on terms more favourable to a purchaser than those specified
in the Transfer Notice.
e. The provisions as to transfer contained in this Article shall not
apply:
i. If before the proposed transfer of shares is made, the transferor
shall obtain consents to the proposed transfer from Members of the
Company, who at the time of the transfer are the registered
holders of two-thirds or more of the issued shares of the class to
be transferred of the Company or if the shares comprise more than
one class, then from the registered holders of two-thirds or more
of the shares of each class to be transferred and such consent
shall be taken to be a waiver of the application to the preceding
Articles as regards such transfer; or
ii. To a transfer of shares desired to be made merely for the purpose
of effectuating the appointment of a new trustee for the Owner
thereof, provided that it is proved to the satisfaction of the
Board that such is the case.
- 26 -
Notwithstanding anything contained in these Articles the Directors may in
their absolute discretion decline to register any transfer of shares and shall
not be required to disclose their reasons therefor.
PART 27
SPECIAL RIGHTS AND RESTRICTIONS
-------------------------------
27.1 SUBJECT to the powers of the Company to amend the rights, powers,
privileges, restrictions and limitations which shall attach to its shares, the
following rights, powers, privieges, restrictions and limitations shall attach
to the respective shares of the Company, as follows:
27.2 CLASS "A" NON-VOTING SHARES
To the Class "A" non-voting shares, unless specifically permitted by the
Company Act so to do, the holders of the said shares shall not be entitled to
vote at any Annual General Meeting or special Meeting of the Company or to
receive notice thereof.
27.3 CLASS "B" VOTING SHARES
To the Class "B" voting shares, the right to one vote at any Meeting of the
Company in respect to each share held.
CLASS "C" NON-VOTING, REDEEMABLE PREFERRED SHARES
(Hereinafter referred to as Class "C" preferred shares)
To the Class "C" non-voting redeemable ref preferred shares:
i. Unless specifically permitted by the said Company Act so to do,
the holders of the said shares shall not be entitled to vote at
any Annual General Meeting or Special Meeting of the Company or to
receive notice thereof;
ii. The holders of such shares shall be entitled to participate in the
profits or assets of the Company whether by way of dividend or
return of capital, subject to the discretion of the Directors of
the Company;
iii. The Company may redeem the whole or any part of the Class "C"
preferred shares pursuant to the provisions of the Company Act on
payment for each share to be redeemed of the amount paid upon
thereon plus an amount equal to all unpaid dividends; in case a
part only of the then outstanding Class "C" preferred shares is at
any time to be redeemed, the shares so to be redeemed shall be
redeemed pro rata, disregarding fractions, and Directors may make
such adjustments as may be necessary to avoid the redemption of
fractional parts of shares;
iv. In the event of the liquidation, dissolution or winding up of the
Company or other distribution of assets of the Company among its
shareholders for the purpose of winding up its affairs, the
holders of the Class "C" preferred shares shall be entitled to
receive the amount paid up on such
- 27 -
shares together with all unpaid dividends thereon, before any
amount shall be paid or any property or assets of the Company
distributed to the holders of all other classes of shares. Any
amount so paid on a winding up to the Class "C" preferred
Shareholders shall be applied firstly as repayment of paid up
capital and secondly in payment of dividends remaining unpaid.
After payment to the holders of the Class "C" preferred shares of
the amount so payable to them as above provided they shall not be
entitled to share in any further distribution of the property or
assets of the Company.
27.5 MODIFICATION OF SHARES
The special rights and restrictions attached to any class of
shares in the Company may be modified, abrogated, dealt with or affected with
the sanction of either:
i. a consent in writing signed by the holders of three-fourths of the
issued shares of that class; or
ii. a Resolution passed at a separate General Meeting of the holders
of the issued shares of that class by a majority of not less than
three-fourths of the holders of that class who are present in
person or represented by proxy. To any such General Meeting all of
the provisions of the Company's Articles relating in any manner to
General Meetings or to the proceedings thereat, or to the rights
of Members at or in connection therewith shall, mutatis mutandis,
apply, but so that the necessary quorum shall be two in number of
the holders of shares of the class holding or representing by
proxy fifty-one percent of the issued shares of that class, and
that if at any adjourned Meeting, a quorum is not present, those
Members of the class who are present shall be a quorum.
----------------------------------------------------------
FULL NAMES, RESIDENT ADDRESSES NUMBER OF SHARES
OCCUPATIONS OF SUBSCRIBERS TAKEN BY SUBSCRIBER
-----------------------------------------------------------
/s/ John Andrew Jones 1 Class "B" Voting
---------------------
?????606-888 Pacific Blvd.
Vancouver, B.C. V?????? Occupation; Businessman
TOTAL SHARES TAKEN: 1 Class "B" Voting
-------------------------------------------------
DATED at the District of Surrey, Province of British Columbia, this 19th day of
June ??????????
Witness to the above signature(s): /s/ A. H. Senyk
-----------------------
A.H. SENYK
Barrister & Solicitor
Second Floor 15243 - 91st Ave.
Surrey, B.C. V3R 8P8
Phone: ?????????????
Dates Referenced Herein
| Referenced-On Page |
|---|
| This ‘SB-2’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| | 6/20/98 | | 1 | | | | | None on these Dates |
| Filed on: | | 6/25/97 |
| | 6/20/96 | | 2 |
| List all Filings |
↑Top
Filing Submission 0000950147-97-000419 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help —
Tue., May 14, 12:56:20.2pm ET 